UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 40-F

 

 

 

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

 

Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended                         Commission File Number                     

 

 

Standard Lithium Ltd.

(Exact name of Registrant as specified in its charter)

 

 

 

Canada   2800   Not Applicable
(Province or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial Classification
Code Number)
  (I.R.S. Employer
Identification Number)

Suite 110, 375 Water Street

Vancouver, British Columbia, Canada V6B 5C6

(604) 409-8154

(Address and telephone number of Registrant’s principal executive offices)

 

 

CT Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3133

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

 

 

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Shares, without par value    SLI    NYSE American LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

 

☐  Annual information form

  

☐  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

☐  Yes            ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐  Yes            ☐  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

 

 

 


EXPLANATORY NOTE

Standard Lithium Ltd. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.


FORWARD LOOKING STATEMENTS

The Exhibits incorporated by reference into this Registration Statement of the Registrant may contain “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively referred to herein as “forward-looking statements”). Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements include, but are not limited to, future prices of commodities, the Registrant’s planned exploration and development programs (including, but not limited to, plans and expectations regarding advancement, testing and operation of the lithium extraction pilot plant), commercial opportunities for lithium products, expected results of exploration, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, payments and share issuances pursuant to property agreements, fluctuations in the market for lithium and its derivatives, expected timing of the expenditures, performance of the Registrant’s business and operations, changes in exploration costs and government regulation in Canada and the United States, competition for, among other things, capital, acquisitions, undeveloped lands and skilled personnel, changes in commodity prices and exchange rates, currency and interest rate fluctuations and other factors or information. These statements reflect management’s beliefs with respect to future events and are based on information available to management as of the respective dates set forth in the Exhibits incorporated by reference into this Registration Statement, including reasonable assumptions, estimates, internal and external analysis and opinions of management considering its experience, perception of trends, current conditions and expected developments as well as other factors that management believed to be relevant as at the date such statements were made. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements, including, without limitation, those described in the Registrant’s Amended and Restated Annual Information Form for the year ended June 30, 2020, attached hereto as Exhibit 99.60.

The Registrant and management caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Although the Registrant believes that the expectations reflected in the forward-looking statements were reasonable as of the time such forward-looking statements were made, it can give no assurance that such expectations will prove to have been correct. The Registrant and management assume no obligation to update or revise them to reflect new events or circumstances except as required by applicable securities laws.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.96 inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibits 99.89 to 99.96, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement on Form 40-F.


DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Capital Structure” in the Registrant’s Amended and Restated Annual Information Form for the fiscal year ended June 30, 2020, attached hereto as Exhibit 99.60.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has no off-balance sheet arrangements.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States dollars, on June 30, 2020, based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.3628.

CONTRACTUAL OBLIGATIONS

The following table lists, as of June 30, 2020, information with respect to the Registrant’s known contractual obligations:

 

     Payments due by period  

Contractual Obligations

   Total      Less than
1 year
     1-3 years      3-5 years      More than
5 years
 

Property Payment Obligations

     12,050,000        1,300,000        3,250,000        5,000,000        2,500,000  

LANXESS Convertible Loan Obligation

     3,750,000        —          —          3,750,000        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     15,800,000        1,300,000        3,250,000        8,750,000        2,500,000 (2) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.


EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit

  

Description

99.1

  

Technical Report dated August 1, 2019

99.2

  

News Release dated August 6, 2019

99.3

  

News Release dated August 22, 2019

99.4

  

News Release dated September 3, 2019

99.5

  

News Release dated September 16, 2019

99.6

  

News Release dated October 15, 2019

99.7

  

Consolidated Financial Statements of Standard Lithium Ltd. for the year ended June 30, 2019 and six months ended June 30, 2018

99.8

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the year ended June 30, 2019

99.9

  

Certification of Annual Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of annual financial statements and annual MD&A by CFO dated October 25, 2019

99.10

  

Certification of Annual Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of annual financial statements and annual MD&A by CEO dated October 25, 2019

99.11

  

News Release dated October 30, 2019

99.12

  

Material Change Report dated October 30, 2019

99.13

  

Condensed Consolidated Interim Financial Statements of Standard Lithium Ltd. for the three months ended September 30, 2019 and 2018

99.14

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the three months ended September 30, 2019

99.15

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CFO dated November 27, 2019

99.16

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CEO dated November 27, 2019

99.17

  

News Release dated December 2, 2019

99.18

  

Voting Instruction Form of Standard Lithium Ltd. for Annual General and Special Meeting to be held on December 30, 2019

99.19

  

Notice of Annual General and Special Meeting of Standard Lithium Ltd. to be held on December 30, 2019

99.20

  

Standard Lithium Ltd. Management Information Circular dated November 26, 2019

99.21

  

Form of Proxy of Standard Lithium Ltd. for the Annual General and Special Meeting to be held on December 30, 2019

99.22

  

Annual Information Form of Standard Lithium Ltd. for the fiscal year ended June 30, 2019

99.23

  

Certification of Annual Filings in Connection with Voluntarily Filed AIF of Standard Lithium Ltd. by CFO dated January 10, 2020

99.24

  

Certification of Annual Filings in Connection with Voluntarily Filed AIF of Standard Lithium Ltd. by CEO dated January 10, 2020

99.25

  

News Release dated January 30, 2020


Exhibit

  

Description

99.26

  

News Release dated February 4, 2020

99.27

  

News Release dated February 21, 2020

99.28

  

Report of Exempt Distribution of Standard Lithium Ltd. dated February 27, 2020

99.29

  

Condensed Consolidated Interim Financial Statements of Standard Lithium Ltd. for the six months ended December 31, 2019 and 2018

99.30

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the six months ended December 31, 2019

99.31

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CFO dated February 28, 2020

99.32

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CEO dated February 28, 2020

99.33

  

News Release dated March 9, 2020

99.34

  

News Release dated March 30, 2020

99.35

  

Amended and Restated Annual Information Form of Standard Lithium Ltd. amending and restating the Annual Information Form dated January 10, 2020 for the fiscal year ended June 30, 2019

99.36

  

Certification of Refiled Annual Filings of Standard Lithium Ltd. by CFO dated May 6, 2020

99.37

  

Certification of Refiled Annual Filings of Standard Lithium Ltd. by CEO dated May 6, 2020

99.38

  

News Release dated May 19, 2020

99.39

  

News Release dated May 25, 2020

99.40

  

Condensed Consolidated Interim Financial Statements of Standard Lithium Ltd. for the nine months ended March 31, 2020 and 2019

99.41

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the nine months ended March 31, 2020

99.42

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CFO dated May 29, 2020

99.43

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CEO dated May 29, 2020

99.44

  

News Release dated June 5, 2020

99.45

  

News Release dated June 10, 2020

99.46

  

News Release dated July 15, 2020

99.47

  

News Release dated September 9, 2020

99.48

  

News Release dated September 21, 2020

99.49

  

Consolidated Financial Statements of Standard Lithium Ltd. for the year ended June 30, 2020 and 2019

99.50

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the year ended June 30, 2020

99.51

  

Certification of Annual Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of annual financial statements and annual MD&A by CFO dated October 27, 2020

99.52

  

Certification of Annual Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of annual financial statements and annual MD&A by CEO dated October 27, 2020

99.53

  

News Release dated October 27, 2020


Exhibit

  

Description

99.54

  

Annual Information Form of Standard Lithium Ltd. for the fiscal year ended June 30, 2020

99.55

  

Certification of Annual Filings in Connection with Voluntarily Filed AIF of Standard Lithium Ltd. by CFO dated November 27, 2020

99.56

  

Certification of Annual Filings in Connection with Voluntarily Filed AIF of Standard Lithium Ltd. by CEO dated November 27, 2020

99.57

  

Condensed Consolidated Interim Financial Statements of Standard Lithium Ltd. for the three months ended September 30, 2020 and 2019

99.58

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the three months ended September 30, 2020

99.59

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CFO dated November 27, 2020

99.60

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CEO dated November 27, 2020

99.61

  

Amended and Restated Annual Information Form of Standard Lithium Ltd. amending and restating the Annual Information Form dated November 27, 2020 for the fiscal year ended June 30, 2020

99.62

  

Certification of Refiled Annual Filings of Standard Lithium Ltd. by CFO dated December 2, 2020

99.63

  

Certification of Refiled Annual Filings of Standard Lithium Ltd. by CEO dated December 2, 2020

99.64

  

News Release dated December 2, 2020

99.65

  

News Release dated December 3, 2020

99.66

  

News Release dated December 8, 2020

99.67

  

Voting Instruction Form of Standard Lithium Ltd. for Annual General and Special Meeting to be held on December 30, 2020

99.68

  

Notice of Annual General and Special Meeting of Standard Lithium Ltd. to be held on December 30, 2020

99.69

  

Standard Lithium Ltd. Management Information Circular dated November 25, 2020

99.70

  

Form of Proxy of Standard Lithium Ltd. for the Annual General and Special Meeting to be held on December 30, 2020

99.71

  

Material Change Report dated December 11, 2020

99.72

  

Agency Agreement dated December 14, 2020

99.73

  

News Release dated December 18, 2020

99.74

  

News Release dated January 18, 2021

99.75

  

News Release dated February 3, 2021

99.76

  

Condensed Consolidated Interim Financial Statements of Standard Lithium Ltd. for the six months ended December 31, 2020 and 2019

99.77

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the six months ended December 31, 2020

99.78

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CFO dated February 21, 2021

99.79

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CEO dated February 25, 2021


Exhibit

  

Description

99.80

  

News Release dated March 1, 2021

99.81

  

News Release dated March 12, 2021

99.82

  

News Release dated April 5, 2021

99.83

  

News Release dated May 17, 2021

99.84

  

Condensed Consolidated Interim Financial Statements of Standard Lithium Ltd. for the nine months ended March 31, 2021 and 2020

99.85

  

Management’s Discussion and Analysis of Standard Lithium Ltd. for the nine months ended March 31, 2021

99.86

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CFO dated May 26, 2021

99.87

  

Certification of Interim Filings Venture Issuer Basic Certificate of Standard Lithium Ltd. in connection with filing of interim financial statements and interim MD&A by CEO dated May 26, 2021

99.88

  

News Release dated June 14, 2021

99.89

  

Consent of Manning Elliott LLP

99.90

  

Consent of Ron Molnar

99.91

  

Consent of Roy Eccles

99.92

  

Consent of Kaush Rakhit

99.93

  

Consent of Steve Ross

99.94

  

Consent of Marek Dworzanowski

99.95

  

Consent of William Feyerabend

99.96

  

Consent of Reza Eshani


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

Standard Lithium Ltd.

   

By:

 

/s/ Robert Mintak

     

Name: Robert Mintak

Date:  June 30, 2021

     

Title:   CEO and Director

Exhibit 99.1

 

LOGO

 

LOGO

STANDARD LITHIUM LTD.

NI 43 – 101 Technical Report

Preliminary Economic Assessment of LANXESS Smackover Project

 

LOGO

Document No.: 207036-00088-00-PM-REP-0002

Suite 400, 165 – 3rd Avenue South

Saskatoon, SK S7K 1L8

Canada

Date: August 1, 2019

© Copyright 2019 Worley ACN 096 090 158. No part of this document or the information it contains may be reproduced or transmitted in any form or by any means electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system, without permission in writing from Worley.

www.worley.com


Cautionary Note Regarding Forward-Looking Information

Information contained in this report and the documents referred to herein which are not statements of historical facts, may be “forward-looking information” for the purposes of Canadian Securities laws. Such forward looking information involves risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward looking information. The words “expect”, “target”, “estimate”, “may”, “will”, and similar expressions identify forward-looking information.

These forward-looking statements relate to, among other things, resource estimates, grades and recoveries, development plans, mining methods and metrics including recovery process and, mining and production expectations including expected cash flows, capital cost estimates and expected life of mine, operating costs, the expected payback period, receipt of government approvals and licenses, time frame for construction, financial forecasts including net present value and internal rate of return estimates, tax and royalty rates, and other expected costs.

Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are inherently subject to significant political, business, economic and competitive uncertainties and contingencies. There may be factors that cause results, assumptions, performance, achievements, prospects or opportunities in future periods not to be as anticipated, estimated or intended.

There can be no assurances that forward-looking information and statements will prove to be accurate, as many factors and future events, both known and unknown could cause actual results, performance or achievements to vary or differ materially, from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained herein or incorporated by reference. Accordingly, all such factors should be considered carefully when making decisions with respect to the Project, and prospective investors should not place undue reliance on forward-looking information. Forward-looking information in this technical report is as of the issue date, August 1, 2019. Standard Lithium Ltd. assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.

Important Notice

This Report, following National Instrument 43-101 rules and guidelines, was prepared for Standard Lithium Ltd. (Standard Lithium), by Worley, a division of WorleyParsons.

The quality of information, conclusions and estimates contained herein, is consistent with the level of effort involved in Worley’s services, and is based on the following:

 

 

Information available at the time of preparation.

 

 

Data supplied by outside sources.

 

 

Assumptions, conditions, and qualifications set forth in this Report.

 

Preliminary Economic Assessment of LANXESS Smackover Project    2


This Report can be filed as a Technical Report with Canadian Securities Regulatory Authorities pursuant to National Instrument 43 101, Standards of Disclosure for Mineral Projects.

Except for the purposes legislated under Canadian Securities laws, any other uses of this Report by any third party are at that party’s sole risk.

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    3


Certificate of Qualified Person

To Accompany the Report titled “Preliminary Economic Assessment of the LANXESS Smackover Project, NI 43-101 Technical Report”.

I, Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM, do hereby certify that:

 

1.

I am a self-employed consulting metallurgical engineer based in Trejouls, Department of Tarn & Garonne, France.

 

2.

I graduated from the University of Leeds with a BSc Honours in Mineral Processing in 1980.

 

3.

I am a registered Professional with ECSA under Registration No. 870480.

 

4.

I have practiced as a metallurgical engineer for 38 years.

 

5.

I have read the definition of “qualified person” set out in the National Instrument 43-101 and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfil the requirements to be an independent qualified person for the purposes of NI 43-101.

 

6.

I am responsible for the preparation Sections 17 of this Technical Report.

 

7.

I have had no prior involvement with the properties that are the subject of the Technical Report.

 

8.

I have not visited the project site.

 

9.

I have no personal knowledge as of the date of this certificate of any material fact or change, which is not reflected in this report.

 

10.

Neither I, nor any affiliated entity of mine, is at present under an agreement, arrangement or understanding or expects to become an insider, associate, affiliated entity or employee of Standard Lithium Ltd., or any associated or affiliated entities.

 

11.

Neither I, nor any affiliated entity of mine, own directly or indirectly, nor expect to receive, any interest in the properties or securities of Standard Lithium Ltd.., or any associated or affiliated companies.

 

12.

I have read NI 43-101 and Form 43-101F1 and have prepared the technical report in compliance with NI 43-101 and Form 43-101F1.

 

13.

I have prepared the report in conformity with the generally accepted Canadian Mining Industry practices and, as of the date of the certificate, to the best of my knowledge, information and belief, the technical report contains all scientific and technical information that is required to be disclosed to ensure the technical report is not misleading.

 

Preliminary Economic Assessment of LANXESS Smackover Project    4


I consent to the filing of the PEA Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public.

Effective Date; 01 August 2019.

Trejouls, Tarn & Galonne, France

 

LOGO

  

Marek Dworzanowski, P.Eng, B.Sc. (Hons), FSAIMM.

  

 

Preliminary Economic Assessment of LANXESS Smackover Project    5


Certificate of Qualified Person

To Accompany the Report titled “Preliminary Economic Assessment of the LANXESS Smackover Project, NI 43-101 Technical Report”.

I, D. Roy Eccles, M.Sc., P.Geol., do hereby certify that:

 

1.

I am a Senior Consulting Geologist and Chief Operations Officer of APEX Geoscience Ltd., Suite 110, 8429 – 24th Street, Edmonton, AB, Canada, T6P 1L3.

 

2.

I graduated from the University of Manitoba in Winnipeg, Manitoba with a B.Sc. in Geology, in1986 and from the University of Alberta in Edmonton, Alberta with a M.Sc. in Geology in 2004.

 

3.

I am a registered Professional Geologist with the Association of Professional Engineers and Geoscientists (“APEGA”) of Alberta since 2003. under Registration No. 74150.

 

4.

I have worked as a geologist for more than 25 years since my graduation from University and have been involved in all aspects of mineral exploration, mineral research and mineral resource estimations for metallic, industrial, specialty and rare-earth element mineral projects and deposits in Canada. I have explored for and prepared mineral resource estimates for lithium-brine projects in western Canada.

 

5.

I have read the definition of “qualified person” set out in the National Instrument 43-101 and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be an independent qualified person for the purposes of NI 43-101.

 

6.

I am responsible for the preparation Sections 4 – 12 and 14 of this Technical Report

 

7.

I have had no prior involvement with the properties that are the subject of the Technical Report.

 

8.

I visited the LANXESS Property on July 24-25, 2018 and can verify the Li-brine mineralization and the infrastructure at the LANXESS Property, including brine supply wells, the pipeline network and tail-brine access points at the bromine operations.

 

9.

I have no personal knowledge as of the date of this certificate of any material fact or change, which is not reflected in this report.

 

10.

Neither I, nor any affiliated entity of mine, is at present under an agreement, arrangement or understanding or expects to become an insider, associate, affiliated entity or employee of Standard Lithium Ltd., or any associated or affiliated entities. I am independent of the issuer, the vendor and the Property applying all of the tests in section 1.5 of both NI 43-101 and 43-101CP.

 

11.

Neither I, nor any affiliated entity of mine, own directly or indirectly, nor expect to receive, any interest in the properties or securities of Standard Lithium Ltd.., or any associated or affiliated companies.

 

12.

I have read NI 43-101 and Form 43-101F1 and have prepared the technical report in compliance with NI 43-101 and Form 43-101F1.

 

13.

I have prepared the report in conformity with the generally accepted Canadian Mining Industry practices and, as of the date of the certificate, to the best of my knowledge, information and belief,

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    6


the technical report contains all scientific and technical information that is required to be disclosed to ensure the technical report is not misleading.

I consent to the filing of the PEA Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public.

Effective Date; 01 August 2019.

Edmonton, Alberta, Canada

 

LOGO     

  

D. Roy Eccles, M.Sc., P.Geol.

  

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    7


Certificate of Qualified Person

To Accompany the Report titled “Preliminary Economic Assessment of the LANXESS Smackover Project, NI 43-101 Technical Report”.

I, Stanislaw Kotowski, P.Eng, M.Sc. do hereby certify that:

 

1.

I am a Project Director with Worley, 165 3rd Avenue South, Saskatoon, SK, S7K 1L8, Canada.

 

2.

I graduated from the Warsaw University of Technology, Warsaw, Poland, with a Masters degree in Civil Engineering in 1978.

 

3.

I am a registered Professional Engineer of the Association of Professional Engineers and Geoscientists of Saskatchewan, under Registration No. 6686.

 

4.

I have practiced as a Professional Engineer for 25 years.

 

5.

I have read the definition of “qualified person” set out in the National Instrument 43-101 and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be an independent qualified person for the purposes of NI 43-101.

 

6.

I am responsible for the preparation Sections 1 – 3, 16, and 18-27 of this Technical Report.

 

7.

I have had no prior involvement with the properties that are the subject of the Technical Report.

 

8.

I visited the site between 28-30, May 2019.

 

9.

I have no personal knowledge as of the date of this certificate of any material fact or change, which is not reflected in this report.

 

10.

Neither I, nor any affiliated entity of mine, is at present under an agreement, arrangement or understanding or expects to become an insider, associate, affiliated entity or employee of Standard Lithium Ltd., or any associated or affiliated entities.

 

11.

Neither I, nor any affiliated entity of mine, own directly or indirectly, nor expect to receive, any interest in the properties or securities of Standard Lithium Ltd.., or any associated or affiliated companies.

 

12.

I have read NI 43-101 and Form 43-101F1 and have prepared the technical report in compliance with NI 43-101 and Form 43-101F1.

 

13.

I have prepared the report in conformity with the generally accepted Canadian Mining Industry practices and, as of the date of the certificate, to the best of my knowledge, information and belief, the technical report contains all scientific and technical information that is required to be disclosed to ensure the technical report is not misleading.

 

Preliminary Economic Assessment of LANXESS Smackover Project    8


I consent to the filing of the PEA Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public.

Effective Date; 01 August 2019.

Saskatoon, Saskatchewan, Canada

 

LOGO     

  

LOGO

Stanislaw Kotowski, P.Eng., M.Sc., Worley   

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    9


Certificate of Qualified Person

To Accompany the Report titled “Preliminary Economic Assessment of the LANXESS Smackover Project, NI 43-101 Technical Report”.

I, Dr. Ronald Molnar, Ph.D., P.Eng., do hereby certify that:

 

1.

I am Owner and President of METNETH2O Inc., 1816 Parkwood Circle, Peterborough, ON, Canada, K9J 8C2

 

2.

I graduated with a B.Eng. in Metallurgy from McGill University in 1972 and a Ph.D. in Metallurgy from the Imperial College, Royal School of Mines, London, England in 1980.

 

3.

I am and have been registered as a Professional Engineer with the Professional Engineers Ontario (PEO) since 2008, under Registration No. 100111288.

 

4.

I have worked as a hydrometallurgist for over 35 years, including 30 years of experience in extraction of metals from aqueous solutions and purification of metallurgical solutions, since my graduation from university. I currently specialize in solvent extraction and ion exchange, test program design, Demonstration Plant design, and data analysis for bench-scale and Demonstration Plant programs.

 

5.

I have read the definition of “qualified person” set out in the National Instrument 43-101 and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be an independent qualified person for the purposes of NI 43-101.

 

6.

I oversaw the preparation and am responsible for the technical information included in Section 13 (Mineral Processing and Metallurgical Testing) of the Technical Report.

 

7.

I have had no prior involvement with the properties that are the subject of the Technical Report.

 

8.

I have not visited the LANXESS Property with respect to this Technical Report.

 

9.

I have no personal knowledge as of the date of this certificate of any material fact or change, which is not reflected in this report.

 

10.

Neither I, nor any affiliated entity of mine, is at present under an agreement, arrangement or understanding or expects to become an insider, associate, affiliated entity or employee of Standard Lithium Ltd., or any associated or affiliated entities.

 

11.

Neither I, nor any affiliated entity of mine, own directly or indirectly, nor expect to receive, any interest in the properties or securities of Standard Lithium Ltd.., or any associated or affiliated companies.

 

12.

I have read NI 43-101 and Form 43-101F1 and have prepared the technical report in compliance with NI 43-101 and Form 43-101F1.

 

13.

I have prepared the report in conformity with the generally accepted Canadian Mining Industry practices and, as of the date of the certificate, to the best of my knowledge, information and belief, the technical report contains all scientific and technical information that is required to be disclosed to ensure the technical report is not misleading.

 

Preliminary Economic Assessment of LANXESS Smackover Project    10


I consent to the filing of the PEA Report with any stock exchange and other regulatory authority and any publication by them for regulatory purposes, including electronic publication in the public company files on their websites accessible by the public.

Effective Date; 01 August 2019.

Saskatoon, Saskatchewan, Canada

 

LOGO    LOGO

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Ronald Molnar, Ph.D., P.Eng.

 

Preliminary Economic Assessment of LANXESS Smackover Project    11


Table of Contents

 

   Cautionary Note Regarding Forward-Looking Information      2  
   Important Notice      2  

1

   Executive Summary      21  
   1.1    Property Location and Description      21  
   1.2    Ownership and History      21  
   1.3    Geology and Mineralization      21  
   1.4    Recovery Method and Mineral Processing      22  
   1.5    Capital and Operating Cost Estimate      22  
     

1.5.1 CAPEX

     22  
     

1.5.2 OPEX

     23  
   1.6    Economic Analysis      24  
   1.7    Conclusions and Recommendations      25  
      1.7.1 Key Study Conclusions      25  
      1.7.2 Key Study Recommendations      26  

2

   Introduction      27  
   2.1    Terms of Reference and Purpose of Report      27  
   2.2    Qualified Persons      27  
   2.3    Personal Inspection of Property by Qualified Persons      28  
   2.4    Sources of Information      28  
   2.5    Currency, Abbreviations and Units of Measurement      29  

3

   Reliance on Other Experts      36  
   3.1    Taxes and Royalties      36  

4

   Property Description and Location      37  
   4.1    Property Description and Location      37  
   4.2    History of the LANXESS Property Land Title      40  
   4.3    Surface (and Mineral) Rights in Arkansas      41  
   4.4    Payments to Lessors      42  
   4.5    Overview of the Standard Lithium – LANXESS Agreements      44  
   4.6    Permitting and Environmental Approvals      44  
   4.7    Risks and Uncertainties      45  

5

   Accessibility, Climate, Local Resources, Infrastructure and Physiography      46  
   5.1    Accessibility      46  
      5.1.1 Airport Access      46  
      5.1.2 Rail Access      46  
      5.1.3 Road Access      46  
   5.2    Climate      48  
   5.3    Local Resources and Infrastructure      48  

 

Preliminary Economic Assessment of LANXESS Smackover Project    12


      5.3.1 Education      48  
      5.3.2 Local Labour      49  
      5.3.3 Transport      49  
      5.3.4 Water      49  
      5.3.5 Power      49  
      5.3.6 Services      49  
   5.4    Physiography      49  
   5.5    Summary      50  

6

   History      51  
   6.1    Introduction to Brine Production in Arkansas      51  
   6.2    Regional Assessment of the Lithium Potential of the Smackover Formation Brine      54  
   6.3    LANXESS (within Property) Historical Infrastructure Summary      60  
   6.4    LANXESS (within Property) Historical Brine Analysis      60  

7

   Geological Setting and Mineralization      63  
   7.1    Gulf Coast Tectono-Depositional Framework      63  
   7.2    Triassic Jurassic Stratigraphy      65  
   7.3    Smackover Formation      68  
   7.4    Property Geology: Characterization of the Smackover Formation      71  
   7.5    Reynolds Member, Smackover Formation, Aquifer      78  
   7.6    Mineralization      78  

8

   Deposit Types      79  

9

   Exploration      82  
   9.1    Standard Lithium 2018-2019 Brine Sampling Programs      82  
      9.1.1 Brine Supply Well Lithium Geochemical Results      82  
      9.1.2 LANXESS Bromine Plant Lithium Geochemical Results      85  
   9.2    Preliminary Brine Testing at the Expanded South Unit      93  

10

   Drilling      95  

11

   Sample Preparation, Analysis and Security      101  
   11.1    Brine Sample Collection      101  
   11.2    Field Duplicate Samples, Sample Blanks and Standard Samples      102  
   11.3    Security      103  
   11.4    Analytical Methodology      103  
   11.5    Quality Control/Quality Assurance      104  
      11.5.1 Field Duplicate Sample Comparison      104  
      11.5.2 Standard Sample Blanks      107  
      11.5.3 Standard Sample Spike Comparison      107  
  

11.6

   Temporal Assessment of Lithium Data      112  
  

11.7

   Other Data: LANXESS Proprietary Core Reports      112  

 

Preliminary Economic Assessment of LANXESS Smackover Project    13


   11.8    Summary      112  

12

   Data Verification      114  

13

   Mineral Processing and Metallurgical Testing      116  
   13.1    Introduction      116  
      13.1.1  Process Selection Rationale      116  
      13.1.2  Process Overview      117  
   13.2    Historical Testing      119  
   13.3    Lithium Extraction Bench-Scale Testing      119  
      13.3.1  Findings from Bench-Scale Testing      120  
   13.4    Lithium Extraction Mini-Pilot Testing      121  
      13.4.1  Findings from Mini-Pilot Testing      122  
   13.5    Lithium Chloride Conversion Testing      123  
      13.5.1  Findings from Lithium Chloride Conversion Testing      124  
   13.6    Process Testing QA/QC      124  
   13.7    Process Scalability      125  
   13.8 Process Technical Risks and Mitigation Measures      125  
   13.9    Conclusions      126  

14

   Mineral Resource Estimates      128  
   14.1 Introduction and Resource Estimation Steps      128  
   14.2    Data      130  
      14.2.1  Subsurface Geophysical Wireline and Seismic Data      130  
      14.2.2  Lithium Assay Data      130  
      14.2.3  Porosity and Permeability Data      131  
      14.2.4  Data QA/QC      131  
   14.3    Step 1: Geometry of the Reynolds Member Domain      132  
   14.4   Step 2: Estimate of Total Brine in the Reynolds Member Domain      133  
   14.5    Step 3: Hydrogeological Characterization of the Reynolds Member, Smackover Formation      136  
      14.5.1  Porosity      136  
      14.5.2  Permeability      137  
      14.5.3  Dispersivity      138  
      14.5.4  Anisotropy      138  
      14.5.5  Groundwater Levels in the Reynolds Member      140  
      14.5.6  Specific Storage and Storativity      142  
      14.5.7  Hydraulic Conductivity and Transmissivity      143  
      14.5.8  Summary of Hydrogeological Conditions      144  
   14.6    Step 4: Lithium-Brine Concentration      144  
   14.7    Mineral Resource Estimate      145  

 

Preliminary Economic Assessment of LANXESS Smackover Project    14


      14.7.1  Definition of Mineral Resource      145  
      14.7.2  Resource Classification Methodology      146  
      14.7.3  Step 5: Evaluation of Reasonable Prospects for Economic Extraction      148  
      14.7.4  Cut-off      148  
      14.7.5  Step 6: Mineral Resource Reporting: Indicated LANXESS Lithium-Brine Resource Estimate      149  

15

   Mineral Reserves      152  

16

   Mining Methods      153  
   16.1    General Description      153  
   16.2    Mining Method      153  
   16.3    Brine Production Estimate      156  

17

   Recovery Methods      159  
   17.1    Production of Purified Lithium Chloride Solution      159  
      17.1.1  Preparation of the Feed Solution      160  
      17.1.2  Lithium Extraction Process      160  
      17.1.3  Lithium Adsorbent Stripping and Regeneration Process      162  
      17.1.4  Pregnant Strip Solution (Lithium Chloride) Purification      162  
   17.2    Production of Lithium Carbonate      162  

18

   Infrastructure      165  
   18.1    Introduction      165  
   18.2    Brine Supply      165  
   18.3    South Plant      165  
   18.4    West Plant      165  
   18.5    Central Plant      167  
   18.6    Process Control Systems      168  
   18.7    On Site Infrastructure and Auxiliaries      169  
      18.7.1  Feedstock and Return Brine Pipelines      169  
      18.7.2  Water Supply and Distribution      169  
      18.7.3  Power Generation      169  
      18.7.4  Fuel, Chemicals and Reagents      170  
      18.7.5  Compressed Air      170  
      18.7.6  Auxiliary Facilities      170  

19

   Market Studies and Contracts      171  
   19.1    Lithium Carbonate Applications      171  
   19.2    Lithium Carbonate Demand      171  
   19.3    Lithium Carbonate Supply      172  
   19.4    Lithium Carbonate Price      173  
   19.5    Off-Take Contracts      173  

 

Preliminary Economic Assessment of LANXESS Smackover Project    15


20

   Environmental Studies, Permitting and Social or Community Impact      174  
   20.1    Introduction      174  
   20.2    Environmental Considerations      174  
   20.3    Permitting Overview      175  
   20.4    Operating Permits      176  
      20.4.1  Title V Air Permits      179  
      20.4.2  Underground Injection Control (UIC) Permits      179  
      20.4.3  National Pollution Discharge Elimination System      180  
      20.4.4  Resource Conservation and Recovery Act Subtitle C Treatment, Storage and Disposal Permit      180  
   20.5    Potential Construction Permits, Approvals, and Plans      180  
   20.6    Social Impact      181  
   20.7    Environmental Management and Closure Plan      181  

21

   Capital and Operating Costs      182  
   21.1    Capital Cost Estimate – CAPEX      182  
      21.1.1  Basis of Estimate      182  
      21.1.2  CAPEX Estimate      185  
   21.2    Operating Expenditures (OPEX)      187  
      21.2.1  Direct Operational Expenditures      187  
      21.2.2  OPEX Summary      198  

22

   Economic Analysis      200  
   22.1    Evaluation Criteria      200  
   22.2    Taxes & Royalties      200  
      22.2.1  Royalty      200  
      22.2.2  Mining Licenses      200  
      22.2.3  Capital Allowance      201  
      22.2.4  Corporate Taxes      201  
   22.3    CAPEX Spend Schedule      201  
      22.3.1 Lithium Carbonate Production Schedule      201  
   22.4    Production Revenues      201  
   22.5    Cash-Flow Projection      201  
   22.6    Economic Evaluation Results      203  
   22.7    Sensitivity Analysis      203  
   22.8    Conclusions      207  

23

   Adjacent Properties      209  

24

   Other Relevant Data and Information      210  
   24.1    Introduction      210  
   24.2    Execution Strategy      210  

 

Preliminary Economic Assessment of LANXESS Smackover Project    16


     24.3      Project Development Plan      210  
     24.4      Project Schedule      211  
     24.5      Risk Assessment Summary      211  

25

     Interpretations and Conclusions      216  
     25.1      Geology and Resource Estimate      216  
     25.2      Mineral Processing and Plant Designs      216  
      25.2.1 Lithium Chloride Plants      216  
      25.2.2 Lithium Carbonate Plant      217  
     25.3      Market and Lithium Carbonate Price      217  
     25.4      CAPEX and OPEX      217  
     25.5      Economic Analysis      218  

26

     Recommendations      219  
     26.1      Geology and Resource Estimate      219  
     26.2      Mineral Reserves Estimate and Mining Plan      219  
     26.3      Process and Economics      219  
     26.4      Further Work      220  

27

     References      221  

List of Tables

 

Table 1-1 CAPEX Summary

     22  

Table 1-2 Annual Operating Cost Summary

     23  

Table 1-3 Economic Evaluation—Case 1 (Base Case) Summary

     24  

Table 2-1 Qualified Persons and their Responsibilities

     27  

Table 2-2 Contributor Sub-Consultants

     29  

Table 2-3 Abbreviations

     29  

Table 2-4 Units of Measurement

     32  

Table 2-5 Minerals

     34  

Table 4-1 Description of LANXESS Unitized and Non-Unitized Land Holdings

     38  

Table 6-1 Southern Arkansas Brine 2017 Brine Production (AOGC 2018b)

     53  

Table 6-2 LANXESS Annual Brine Production and Injection Data (US BBLS) (AOGC 2018b)

     55  

Table 6-3 Summary of Historical Brine Analyses (LANXESS 1990, 2010 and 2017)

     62  

Table 9-1 WetLab Lithium Analytical Results (mg/L – South Unit Brine Supply Well Geochemical Summary)

     86  

Table 9-2 WetLab Lithium Analytical Results (mg/L) – Central Unit Brine Supply Well Geochemical Summary

     86  

Table 9-3 WetLab Lithium Analytical Results (mg/L) – West Unit Brine Supply Well Geochemical Summary

     87  

Table 9-4 South Plant WetLab Lithium Analytical Results

     89  

Table 9-5 Central Plant WetLab Lithium Analytical Results

     89  

 

Preliminary Economic Assessment of LANXESS Smackover Project    17


Table 9-6 West Plant WetLab Lithium Analytical Results

     90  

Table 9-7 New (2019) Brine Supply Wells in the South Unit Area

     94  

Table 9-8 South Plant Analytical Results with Inclusion of the New Brine Supply Wells Li (mg/L)

     94  

Table 10-1 Description of Brine Supply Wells at the LANXESS Property

     96  

Table 10-2 Summary of Brine Supply Well Completion Intervals at the LANXESS Property

     99  

Table 11-1 Comparison of Lithium Values for 14 Duplicate Pairs

     106  

Table 11-2 UBC Standard

     109  

Table 11-3 Internal Standard

     110  

Table 13-1 Average Tail-Brine Composition from LANXESS Bromine Plants and Standard Lithium Testing Feeds

     120  

Table 14-1 Total Brine Volume within the Reynolds Member Domain at the LANXESS Property

     136  

Table 14-2 Summary of Smackover Formation Porosity (Manager 1963)

     139  

Table 14-3 Summary of Historical Permeability Values for the Smackover Formation

     140  

Table 14-4 Original Reservoir Data from Smackover Formation-Oilfields in Southern Arkansas (Francher and MacKay 1946)

     141  

Table 14-5 Representative Values of Specific Storage for Various Geological Materials (Domenico and Mifflin 1965; Batu 1998)

     142  

Table 14-6 Summary of the 2018-2019 Geochemical Lithium Data at the LANXESS Property (shaded brine supply well data represents the lithium concentrations used in the resource estimation)

     147  

Table 14-7 Indicated LANXESS Lithium-Brine Resource Estimate

     150  

Table 16-1 Annual Brine Well Production Rates

     156  

Table 16-2 Annualized Production Summary (US Units)

     156  

Table 16-3 Annualized Production Summary (metric)

     157  

Table 16-4 Annualized Production Summary (US Units)

     158  

Table 17-1 Composition of the De-Brominated Tail Brine (feed to lithium extraction process)

     160  

Table 20-1 Typical Processing Times for Modification or Issuance of New Permits

     176  

Table 20-2 Existing Permits for Central, South and West Units

     176  

Table 21-1 Lang Factors as per AACE 59R-10 (2011) for “Fluid Processing

     183  

Table 21-2 Phased Production

     184  

Table 21-3 Phase 1 CAPEX

     185  

Table 21-4 Phase 2 CAPEX

     186  

Table 21-5 Phase 3 CAPEX

     186  

Table 21-6 CAPEX Summary

     187  

Table 21-7 Manpower Unit Costs

     188  

Table 21-8 Management Personnel

     189  

Table 21-9 Production Personnel

     189  

Table 21-10 Administration Personnel

     190  

Table 21-11 QC and Lab Personnel

     191  

Table 21-12 Maintenance Personnel

     191  

Table 21-13 Service Personnel

     192  

Table 21-14 Manpower Cost Summary

     192  

 

Preliminary Economic Assessment of LANXESS Smackover Project    18


Table 21-15 Electrical Use and Cost

     192  

Table 21-16 Reagents Cost Per Tonne of Li2CO3

     194  

Table 21-17 Reagents Cost Summary

     194  

Table 21-18 Process Water Use

     195  

Table 21-19 Natural Gas Use

     195  

Table 21-20 Sustaining Capital Cost

     196  

Table 21-21 Miscellaneous Direct Operational Costs

     197  

Table 21-22 Indirect Operational Costs

     198  

Table 21-23 Annual Operating Cost Summary

     198  

Table 22-1 Annual Operating Cost Summary

     202  

Table 22-2 Economic Evaluation—Case 1 (Base Case) Summary

     203  

Table 22-3 Sensitivity Analysis to CAPEX Variation

     204  

Table 22-4 Sensitivity Analysis to OPEX Variation

     204  

Table 22-5 Sensitivity Analysis to Product Price Variation

     205  

Table 24-1 Risk Review Summary—Threats

     214  

Table 24-2 Risk Review Summary—Opportunities

     215  

List of figures

 

Figure 4-1 General Location of LANXESS Property

     37  

Figure 4-2 Overview of the LANXESS Property

     39  

Figure 5-1 LANXESS Project Access Routes

     47  

Figure 5-2 Average Temperature and Precipitation at El Dorado, AR

     48  

Figure 6-1 Summary of South Arkansas Oil, Gas and Brine Production (1960-2017) (AOGC 2018b)

     52  

Figure 6-2 Regional Smackover Formation Lithium Brine Values from the USGS National Produced Waters

  

Database (Blondes et. al. 2016)

     57  

Figure 6-3 Smackover Formation Lithium Brine Values Derived within, and Adjacent to, the LANXESS

  

Property (Blondes, et.al. 2016)

     59  

Figure 7-1 Tectonic Framework of the Northern Part of the Gulf of Mexico Region (Marcini et.al. 2008, who modified the work of MacRai and Watkins (1996)).

     64  

Figure 7-2 Regional Map of Smackover Lithofacies Belts in the U.S. Gulf Coast Basin (Handford and Baria

  

(2007), who modified the work of Ahr (1973) and Bishop (1986)).

     65  

Figure 7-3 Stratigraphic Table of the Late Triassic to Late Jurassic Formations of the Northern U.S. Gulf

  

Coast (Heydari and Baria 2005).

     66  

Figure 7-4 Stratigraphic Depositional Environments of the Smackover Formation

     69  

Figure 7-5 Smackover Formation Section Depicting Resource Estimation Zones used in this Technical Report

     73  

Figure 7-6 Wells Selected for Study and Location of Cross-Sections

     74  

Figure 7-7 North-South Cross-Sections of the Smackover Formation and Associated Geological Units in the

  

LANXESS Property Area

     75  

 

Preliminary Economic Assessment of LANXESS Smackover Project    19


Figure 7-8 West-East Cross-Section of the Smackover Formation and Associated Geological Units in the LANXESS Property Area

     76  

Figure 7-9 Example of Proprietary 2D Seismic Data, Showing Seismogram Tie (red) and Uniform Horizons Near the Reynolds Member Smackover Formation

     77  

Figure 9-1 Active Brine Supply Wells at the LANXESS Property

     83  

Figure 9-2 Locations of Brine Supply Well Samples Collected during 2018 Brine Sampling Program

     84  

Figure 9-3 Temporal Variation of Lithium in Smackover Brine from the Individual Brine Supply Wells at the LANXESS Property

     88  

Figure 11-1 Graphical Assessment of the Original-Duplicate Sample Pairs. A-D) Bi-variate Plots of the Original versus Duplicate Analytical Results of Selected Elements. E) Half Absolute Relative Difference (HARD) Graph

     105  

Figure 11-2 Control Graphs of Standard Sample Spike Lithium Measurements (solid line)

     111  

Figure 13-1 LANXESS Smackover Lithium Brine Project Flowsheet Schematic

     118  

Figure 14-1 Orthogonal View of Property Boundary (blue line), Drillhole Collars (circles), Drillhole Traces (black lines), and Interpreted Reynolds Member (orange solid). Vertical exaggeration of 5.1

     134  

Figure 16-1 Typical Brine Supply Well

     154  

Figure 16-2 Oil Separator at Brine Supply Well

     154  

Figure 16-3 Block Flow Diagram of the Process at the Brine Supply Wells

     155  

Figure 16-4 Typical Reinjection Well

     155  

Figure 17-1 Overall BFD of Lithium Carbonate Production from Tail-Brine after Bromine Extraction

     159  

Figure 17-2 BFD of Lithium Extraction Process (Lithium Chloride Plant)

     161  

Figure 17-3 BFD of Lithium Carbonate Plant

     163  

Figure 18-1 Conceptual Layout of Facilities at South Plant

     166  

Figure 18-2 Conceptual Layout of Facilities at West Plant

     167  

Figure 18-3 Conceptual Layout of Facilities at Central Plant

     168  

Figure 19-1 Projected Demand for Lithium (in tonnes of LCE)

     171  

Figure 19-2 Production of Lithium 2008-2018 in tonnes of LCE

     172  

Figure 22-1 NPV Post Tax Sensitivity

     205  

Figure 22-2 NPV Pre-Tax Sensitivity

     206  

Figure 22-3 IRR Post-Tax Sensitivity

     206  

Figure 22-4 IRR Pre-Tax Sensitivity

     207  

Figure 23-1 Location of Brine Producers in Southern Arkansas

     209  

Figure 24-1 Project Schedule

     211  

Figure 24-2 Risk Matrix

     213  

 

Preliminary Economic Assessment of LANXESS Smackover Project    20


1

Executive Summary

 

 

 

1.1

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

 

1.2

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package, which is indicated on Figure 4-2, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

 

1.3

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report.

The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are

 

Preliminary Economic Assessment of LANXESS Smackover Project    21


not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

 

1.4

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

 

1.5

Capital and Operating Cost Estimate

1.5.1 CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 1-1 CAPEX Summary

 

Stage of
Development

  

Description

   Cost (US$)  
   South Lithium Chloride Plant      106,886,000  

Phase 1

     
   Central Lithium Carbonate Plant – Train No 1      27,711,000  
   Pipelines      2,340,000  
   Contingency 25%      34,234,000  
     

 

 

 
  

Phase 1 Subtotal

     171,171,000  
     

 

 

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    22


Stage of
Development

  

Description

   Cost (US$)  
   West Lithium Chloride Plant      99,393,000  

Phase 2

     
   Central Lithium Carbonate Plant – Train No 2      25,769,000  
   Pipelines      3,780,000  
   Contingency 25%      32,236,000  
  

Phase 2 Subtotal

     161,178,000  
   Central Lithium Chloride Plant      66,589,000  

Phase 3

     
   Central Lithium Carbonate Plant – Train No 3      17,261,000  
   Contingency 25%      20,963,000  
     

 

 

 
  

Phase 3 Subtotal

     104,813,000  
     

 

 

 
  

CAPEX TOTAL

     437,162,000  
     

 

 

 

 

1.5.2 

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 1-2.

Table 1-2 Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

 

Preliminary Economic Assessment of LANXESS Smackover Project    23


Description

   Phase 1      Phase 2      Phase 3  
   (US$)      (US$)      (US$)  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

 

1.6

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 1-3.

Table 1-3 Economic Evaluation - Case 1 (Base Case) Summary

 

Overview

  

Units

   Values     

Comments

Production

   tpy      20,900      At completion of Phase 3 production

Plant Operation

   years      25      From the start of Phase 1 production

Capital Cost (CAPEX)

   US$      437,162,000     

Annual Operating Cost (OPEX)

   US$      90,259,000      At completion of Phase 3 production

Average Selling Price

   US$/t      13,550     

Annual Revenue

   US$      283,195,000     

Discount Rate

   %      8     

Net Present Value (NPV) Post-Tax

   US$      989,432,000     

Net Present Value (NPV) Pre-Tax

   US$      1,304,766,000     

 

Preliminary Economic Assessment of LANXESS Smackover Project    24


Overview

   Units      Values      Comments  

Internal Rate of Return (IRR) Post-Tax

     %        36.0     

Internal Rate of Return (IRR) Pre-Tax %

     %        41.8     

Post-Tax Sensitivity Analysis:

 

   

The sensitivity analysis at discount rate of 8% indicates that the Project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

   

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of NPV by +/- 43% and value of IRR by +/- 32%.

 

   

The Project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of IRR by +/-10%.

 

   

The Project economics are relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

   

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

 

1.7

Conclusions and Recommendations

 

1.7.1

Key Study Conclusions

 

   

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

   

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

   

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

   

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

   

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

   

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

Preliminary Economic Assessment of LANXESS Smackover Project    25


   

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

 

1.7.2

Key Study Recommendations

 

   

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

   

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

   

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

   

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

   

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

   

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

 

Preliminary Economic Assessment of LANXESS Smackover Project    26


2

Introduction

 

 

2.1

Terms of Reference and Purpose of Report

This Technical Report was prepared by Worley, at the request of Standard Lithium Ltd. (Standard Lithium), for a Preliminary Economic Assessment (PEA) of the LANXESS Smackover Project, located in Arkansas, USA. Standard Lithium is a publicly traded company, with its head office located in Vancouver, British Columbia.

 

2.2

Qualified Persons

Table 2-1 presents the list of Qualified Persons (QPs) for the Technical Report, and their responsibilities.

Table 2-1 Qualified Persons and their Responsibilities

 

Report Section

  

Qualified Person

  

Company

Section 1 Summary    Stan Kotowski    Worley
Section 2 Introduction    Stan Kotowski    Worley
Section 3 Reliance on Other Experts    Stan Kotowski    Worley
Section 4 Property Description and Location    Roy Eccles    APEX Geoscience Ltd.
Section 5 Accessibility, Climate, Local Resources, Infrastructure and Physiography    Roy Eccles    APEX Geoscience Ltd.
Section 6 History    Roy Eccles    APEX Geoscience Ltd.
Section 7 Geological Setting and Mineralization    Roy Eccles    APEX Geoscience Ltd.
Section 8 Deposit Types    Roy Eccles    APEX Geoscience Ltd.
Section 9 Exploration    Roy Eccles    APEX Geoscience Ltd.
Section 10 Drilling    Roy Eccles    APEX Geoscience Ltd.
Section 11 Sample Preparation, Analyses and Security    Roy Eccles    APEX Geoscience Ltd.
Section 12 Data Verification    Roy Eccles    APEX Geoscience Ltd.
Section 13 Mineral Processing and Metallurgical Testing    Dr. Ron Molnar    METNETH2O Inc.
Section 14 Mineral Resource Estimate    Roy Eccles    APEX Geoscience Ltd.
Section 15 Mineral Reserve Estimates    N/A    N/A
Section 16 Mining Methods    Stan Kotowski    Worley

 

Preliminary Economic Assessment of LANXESS Smackover Project    27


Report Section

  

Qualified Person

  

Company

Section 17 Recovery Methods    Marek Dworzanowski    Worley
Section 18 Infrastructure    Stan Kotowski    Worley
Section 19 Market Studies and Contracts    Stan Kotowski    Worley
Section 20 Environmental Studies, Permitting and Social or Community Impact    Stan Kotowski    Worley
Section 21 Capital and Operating Costs    Stan Kotowski    Worley
Section 22 Economic Analysis    Stan Kotowski    Worley
Section 23 Adjacent Properties    Stan Kotowski    Worley
Section 24 Other Relevant Information    Stan Kotowski    Worley
Section 25 Interpretation and Conclusions    Stan Kotowski    Worley
Section 26 Recommendations    Stan Kotowski    Worley
Section 27 References    Stan Kotowski    Worley

 

2.3

Personal Inspection of Property by Qualified Persons

The following QPs personally inspected the Standard Lithium Project site on the dates indicated:

 

   

Stan Kotowski, P.Eng., visited the Standard Lithium Project site on May 28 and 29, 2019, where he, along with LANXESS senior management, identified proposed site locations for the lithium chloride (LiCl) and lithium carbonate (Li2CO3) plants at all three LANXESS bromine plant locations. During this visit Stan inspected the LANXESS Property brine extraction wells, supply pipelines, injection wells, feed-brine and tail-brine pipeline tie-in points, LANXESS electrical substation and off-site road access to each plant location.

 

   

Roy Eccles, P.Geo., participated in the July 24-25, 2018 sampling program and confirmed the Li-brine mineralization at the Property. He also validated the Property’s brine infrastructure, including: brine supply and reinjection wells; the brine pipeline network; feed-brine and tail-feed at LANXESS’ bromine production plants; and the proposed site of Standard Lithium’s Demonstration Plant.

 

2.4

Sources of Information

A number of sub-consultants were contracted to carry out specific technical studies/analyses for input into the PEA Report; they are presented in Table 2-2.

 

Preliminary Economic Assessment of LANXESS Smackover Project    28


Table 2-2 Contributor Sub-Consultants

 

Sub-Consultant

  

Technical Study Subject

Arkansas Analytical Inc., Little Rock, AR    Independent feed-brine and tail-brine sample laboratory analysis (2017)
ALS Houston, Houston, TX    Independent feed-brine and tail-brine sample laboratory analysis (2017)
Environmental Services Laboratory, Little Rock, AR    Independent feed-brine and tail-brine sample laboratory analysis (2017)
Western Environmental Testing Laboratories (WETLab), Sparks, NV    Independent feed-brine and tail-brine sample laboratory analysis (2017)
Hill Geophysical Consulting   

Reviewed well log information (S.9.2) and picked formation tops (S.14.2.4), created contoured surface grid files for insertion into 3D model (S.14.3).

University of British Columbia – Professor J. Hein

  

Prepared laboratory semi-certified sample standard ‘spike’, which is chemically similar to Smackover Formation brine from LANXESS Property for comparison of third-party analytical laboratories for accuracy/precision of lithium (Li) reporting in the datasets (S.11.5.3); ‘SiFT’ prototype pilot plant.

University of British Columbia – Professor P. Kennepohl

  

Testwork on lithium adsorbents;

Chemionex Inc., Craig Brown

  

Bench-scale process work; Mini-pilot plant; Mass Balance, Process kinetics data.

Zeton

  

3D PDF models and fabrication drawings for lithium chloride Demonstration Plant.

SGS Canada Inc.

  

Laboratory testwork, confirmatory assaying and mini-pilot plant operations.

 

2.5

Currency, Abbreviations and Units of Measurement

Unless otherwise stated, all units used in this report are metric. The United States dollar (US$) is used throughout the Report, unless otherwise specified.

Table 2-3 Abbreviations

 

Acronym

  

Definition

AACE

  

American Association of Cost Engineers

ADEQ

  

Arkansas Department of Environmental Quality

AOGC

  

Arkansas Oil and Gas Commission

 

Preliminary Economic Assessment of LANXESS Smackover Project    29


Acronym

  

Definition

API

  

Application Programming Interface

AR

  

Arkansas

asl

  

Above Sea Level

BFD

  

Block Flow Diagram

BFS

  

Bankable Feasibility Study

bgl

  

Below Ground Level

BOE

  

Basis of Estimate

CAD

  

Canadian Dollar

CAPEX

  

Capital Expenditures

CIM

  

Canadian Institute of Mining

CIT

  

Corporate Income Tax

DCF

  

Discounted Cash Flow

EA

  

Environmental Assessment

EIS

  

Environmental Impact Statement

EMP

  

Environmental Management Plan

EPA

  

United States Environmental Protection Agency

EPC

  

Engineering, Procurement and Construction

EPCM

  

Engineering, Procurement, Construction Management

EV

  

Electric Vehicle

GLCC

  

Great Lakes Chemical Corporation

ICP-MS

  

Inductively Coupled Plasma Mass Spectrometry

ICP-OES

  

Inductively Coupled Plasma Optical Emission Spectrometry

ID

  

Identification

IRR

  

Internal Rate of Return

K

  

Hydraulic Conductivity

LCE

  

Lithium Carbonate Equivalent

LoM

  

Life of Mine

MOU

  

Memorandum of Understanding

 

Preliminary Economic Assessment of LANXESS Smackover Project    30


Acronym

  

Definition

MVR

  

Mechanical Vapor Recompression

NEPA

  

National Environmental Policy Act

NI

  

National Instrument

No.

  

Number

NPV

  

Net Present Value

OPEX

  

Operational Expenditures

OSBL

  

Outside Battery Limits

OWC

  

Oil-Water-Contact

P/D

  

Reservoir Pressure/Depth to Oil water Contact

PEA

  

Preliminary Economic Assessment

P.Eng.

  

Professional Engineer

P.Geo.

  

Professional Geologist

PFD

  

Process Flow Diagram

PFS

  

Pre-Feasibility Study

PSS

  

Pregnant Strip Solution

QA/QC

  

Quality Assurance/Quality Control

QP

  

Qualified Person

RCRA

  

Resource Conservation and Recovery Act

RO

  

Reverse Osmosis

RSD

  

Relative Standard Deviation

S

  

Storativity

S-CAPEX

  

Sustained Capital Costs

SDWA

  

Safe Drinking Water Act

Ss

  

Specific Storage

Sy

  

Specific Yield

TDS

  

Total Dissolved Solids

TEC

  

Total Equipment Cost

TIC

  

Total Installed Cost

 

Preliminary Economic Assessment of LANXESS Smackover Project    31


Acronym

  

Definition

TPC

  

Total Plant Cost

UBC

  

University of British Columbia

UIC

  

Underground Injection Control

U.S.

  

United States

USA

  

United States of America

US$

  

United States Dollar

USDW

  

Underground Source of Drinking Water

USGS

  

United States Geological Survey

WBS

  

Work Breakdown Structure

Table 2-4 Units of Measurement

 

Measurement

  

Description

bbls

  

barrels

cm

  

centimetre

ft

  

foot

g/cm3

  

grams per cubic centimetre

ha

  

hectare

h

  

hour

km

  

kilometre

km/hr

  

kilometre per hour

km²

  

square kilometre

kW

  

kilowatt

L/s

  

litres per second

m

  

metre

Ma

  

Million years ago

mD

  

millidarcy

min

  

minute

mg/L

  

milligram per litre

 

Preliminary Economic Assessment of LANXESS Smackover Project    32


Measurement

  

Description

ml

  

millilitre

mm

  

millimetre

m/s

  

metres per second

m2/d

  

metres squared per day

  

cubic metre

m3/h

  

cubic metre per hour

m3/y

  

cubic metres per year

M

  

million

mS/cm

  

millisiemens per centimetre

MW

  

megawatt

ppb

  

parts per billion

ppm

  

parts per million

ppt

  

parts per trillion

s

  

second

t

  

tonne

tpy

  

tonnes per year

t/d

  

tonnes per day

t/h

  

tonnes per hour

t/y

  

tonnes per year

US$/m2

  

United States Dollar per square metre

US$/m3

  

United States Dollar per cubic metre

US$/tonne

  

United States Dollar per tonne

y

  

year

%

  

percent

°C

  

Degrees Celsius

 

Preliminary Economic Assessment of LANXESS Smackover Project    33


Table 2-5 Minerals

 

Mineral

  

Description

Ag

  

Silver

Al

  

Aluminum

As

  

Arsenic

B

  

Boron

Ba

  

Barium

Be

  

Beryllium

Ca

  

Calcium

CaCl2

  

Calcium Chloride

Cd

  

Cadmium

Co

  

Cobalt

Cr

  

Chromium

Cu

  

Copper

Fe

  

Iron

Ga

  

Gallium

HCl

  

Hydrochloric Acid

H2O

  

Water

H2S

  

Hydrogen Sulfide

K

  

Potassium

KCl

  

Potassium Chloride

K2SO4

  

Potassium Sulfate

Li

  

Lithium

Li2CO3

  

Lithium Chloride

LiOH

  

Lithium Hydroxide

Li2CO3

  

Lithium Carbonate

Li2O

  

Lithium Oxide

Mg

  

Magnesium

MgCl2

  

Magnesium Chloride

 

Preliminary Economic Assessment of LANXESS Smackover Project    34


Mineral

  

Description

Mn

  

Manganese

Mo

  

Molybdenum

Na

  

Sodium

NaCl

  

Sodium Chloride (Halite)

Ni

  

Nickel

P

  

Phosphorous

Pb

  

Lead

Rb

  

Rubidium

Sb

  

Antimony

Sc

  

Scandium

Se

  

Selenium

Si

  

Silicon

Sn

  

Tin

Sr

  

Strontium

SrCl2

  

Strontium Chloride

Ti

  

Titanium

V

  

Vanadium

Zn

  

Zinc

 

Preliminary Economic Assessment of LANXESS Smackover Project    35


3

Reliance on Other Experts

 

 

In respect to the discussion regarding mineral tenure to the Property, set forth in Section 4.2, the QPs have relied entirely, and without independent investigation, on the title opinion of Standard Lithium’s management and legal representation and information provided by LANXESS.

The list of Property leases (Sections 4.1 to 4.3) was provided by Standard Lithium to Roy Eccles on July 9, 2018. The authors have not reviewed the approximately 10,000 leases owned by LANXESS. A declaration of net mineral acreage for brine production was provided in writing by Dr. Papadourakis, CEO of LANXESS USA, on September 4, 2018.

Information on the brine access agreement with LANXESS (Section 4.5), otherwise known as the Memorandum of Understanding (MOU), was provided by Standard Lithium’s Management and legal representation to the author of Section 4.5, on July 5, 2018, through written and verbal communication.

The author of Section 20 has relied on the verbal statements provided by Standard Lithium and LANXESS management, who indicated that permitting for the Project, including environmental permitting, would fall under the existing permits that LANXESS currently conducts their operations under.

 

3.1

Taxes and Royalties

Regarding United States Federal corporate income tax and State of Arkansas corporate income tax rates set forth in Section 22, the QP relied on public domain information.

The QP relied on information provided by Standard Lithium for the discussion on Royalty payments in Section 22.

 

Preliminary Economic Assessment of LANXESS Smackover Project    36


4

Property Description and Location

 

 

 

4.1

Property Description and Location

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A., as presented in Figure 4-1 [1]. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

 

LOGO

Figure 4-1 General Location of LANXESS Property

 

Preliminary Economic Assessment of LANXESS Smackover Project    37


LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the Arkansas Oil and Gas Commission (AOGC). The land package, which is indicated on Figure 4-2, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized). Table 4-1 provides a description of the LANXESS Unitized and Non-Unitized land holdings. In Arkansas, a ‘Unit’ is defined as a brine production unit or a brine expansion unit, as follows:

 

   

“Brine Production Unit” means each separate composite area of land so designated by order of the AOGC to produce brine and the reinjection of effluent.

 

   

A “Brine Expansion Unit” means each separate composite area of land so designated by order of the AOGC as an expansion area adjacent to an existing brine production unit to produce brine or the reinjection of effluent.

 

   

A “Unit”, in practical terms, is an area of operation, whereby volumes of brine extraction and reinjection are continuously balanced on a per-unit basis.

Table 4-1 Description of LANXESS Unitized and Non-Unitized Land Holdings

 

Sub-Property or Unit

  

Title Holder1

  

Area (acres)

  

AOGC Reference No.

  

Date Issued

South Plant Unit

  

Great Lakes Chemical Corporation

  

  30,877

  

BU 1-95

  

28-Mar-95

Central Plant Unit

  

Great Lakes Chemical Corporation

  

  42,974

  

BU 2-95

  

22-Aug-95

West Plant Unit

  

Great Lakes Chemical Corporation

  

  60,354

  

BU 3-95

  

28-Nov-95

West Brine Expansion Unit- H

  

Great Lakes Chemical Corporation

  

    1,356

  

048-1-2015-04

  

14-May-15

South Expansion Brine Unit

  

Great Lakes Chemical Corporation

  

    7,321

  

086-1-2016-11

  

28-Nov-16

  

Unitized Area

  

142,882

     
  

Non-Unitized Area

  

    7,200

     
     

 

     
  

Total

  

150,082

     

 

1 

Great Lakes Chemical Corporation is now LANXESS.

Figure 4-2 provides an overview of the LANXESS Property, including the location of the bromine processing facilities in the South, Central and West Units. The TETRA Technologies Inc. calcium chloride (CaCl2) plant, and the proposed site of Standard Lithium’s Demonstration Plant, are also shown.

 

Preliminary Economic Assessment of LANXESS Smackover Project    38


LOGO

Figure 4-2 Overview of the LANXESS Property

 

Preliminary Economic Assessment of LANXESS Smackover Project    39


Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

 

   

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

 

   

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

 

   

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

 

4.2

History of the LANXESS Property Land Title

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. LANXESS was founded September 22, 2004 via the spin-off of the chemical’s division and parts of the polymers business from Bayer Aktiengesellschaft, which was originally founded in 1863. Shares in LANXESS were originally listed in Germany’s DAX from September 24, 2012 to September 21, 2015 and formed part of MDAX, a midcap index. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS is currently represented at 74 production sites worldwide. The core business of LANXESS is the development, manufacturing and marketing of chemical intermediates, additives, specialty chemicals and plastics.

The history of the LANXESS Property, which includes a series of transactions that occurred prior to LANXESS acquiring 100% interest and control of the Property, is summarized as follows:

 

   

Great Lakes Chemical Company was founded in Michigan in 1936 to extract bromine from underground salt water brine deposits. It was acquired by McClanahan Oil in 1948 and rechristened Great Lakes Oil and Chemical Company. By 1957, the company ended hydrocarbon production and focused solely on the production of bromine-based chemicals in Arkansas (at what is now referred to in this Technical Report as the LANXESS Property). At about this time, the company assumed its original name (Great Lakes Chemical Corporation).

 

   

Great Lakes Chemical Corporation soon built the world’s largest bromine plant in southern Arkansas. The chemical research, production, sales and distribution company produced specialty chemicals used for polymers, fire suppressants and retardants, pool and spa water purification systems and various other applications.

 

   

In 2005, Great Lakes Chemical Corporation merged with Crompton Corporation (formerly Crompton and Knowles) to become Chemtura. Great Lakes Chemical Corporation remained in existence as a wholly-owned subsidiary of Chemtura to own and operate all the brine production facilities in Union County.

 

   

Net sales in 2014 were $2.2 billion and the company employed approximately 2,700 people for research, manufacturing, logistics, sales and administration. Chemtura’s ‘Great Lakes Solutions’ division employed about 500 people in Union County.

 

   

On April 21, 2017, LANXESS completed the acquisition of Chemtura for $2.5 billion (Magnolia Reporter, 2016; LANXESS, 2017a).

 

Preliminary Economic Assessment of LANXESS Smackover Project    40


   

As part of the Chemtura acquisition, LANXESS took over all Great Lakes Chemical Corporation and/or Great Lakes Solutions assets, including but not limited to: three Union County bromine plants, covering 150,000 acres; 10,000 brine leases; 400 km of pipelines and 61 brine supply and reinjection wells. These specific assets, rights and associated permits are situated within the LANXESS Property with LANXESS having 100% rights. Great Lakes Chemical Corporation is a wholly-owned subsidiary of LANXESS that continues to own and operate all the brine production facilities in Union County.

 

4.3

Surface (and Mineral) Rights in Arkansas

The definition of minerals is established by Arkansas Code Title 15, Natural Resources and Economic Development § 15-56-301 (the “Brine Statue”), which has been amended to include salt water, or brine, “whose naturally dissolved components or solutes are used as a source of raw material for bromine and other products derived therefrom.” The mineral interest owner has the inherent right to develop the minerals and the right to lease the minerals to others for development. When a company desires to develop the mineral resources in an area, the company will need to secure mineral lease agreements from the mineral owners. The mineral lease is a legal binding contract between the mineral owner (Lessor) and an individual or company (Lessee), which allows for the exploration and extraction of the minerals covered under the lease.

Payments made to the Lessor for brine production are known as “in lieu” royalty payments, because the payments are made annually based on a statutory rate, as opposed to a true royalty based on the amount of the produced brine. The statutory in lieu royalty payment is increased or decreased annually, based on changes in the Producer Price Index. A summary of payment process for brine leases is provided in Section 4.4.

With respect to surface rights, Arkansas law allows the severance of the surface estate from the mineral estate by proper grant or reservation; thereby, creating separate estates. Under the laws of conservation in the State of Arkansas, however, the mineral rights are dominant over the surface rights. In some cases, when the mineral owner leases the right to produce oil, gas and/or brine, the Lessee succeeds to the mineral owner’s right of surface use, subject to lease restrictions. Authority of the mineral estate over the surface is a crucial legal concept for the mineral owner and Lessee because ownership of subsurface minerals without the right to use the surface to explore for and produce them would be practically

worthless. If a Lessor does not want the land surface disturbed, a “No Surface Operations Clause” may be negotiated with the Lessee and included in the mineral Lease agreement. This clause may be used to limit or restrict the use of the Property for drilling activity or long-term production operations. Conflicts arising between the Lessee and surface owner can be avoided by creating Lease agreements that clearly identify the scope of surface use rights.

The Lessee holding the Lease has a legal authority to enter the Property for exploration and production, even if the non-mineral owning surface owner objects to the intrusion on the Property. That does not mean the surface owner will be without compensation. The amount and type of compensation is strictly

 

Preliminary Economic Assessment of LANXESS Smackover Project    41


a matter of negotiation between the surface owner and the company entering the Property. If agreement cannot be reached, the surface owner always has the right to seek the advice of an attorney and relief through the court system.

In the State of Arkansas, when a person sells a piece of property the mineral rights automatically transfer with the surface rights, unless otherwise stated in the deed.

 

4.4

Payments to Lessors

The AOGC, in accordance with Arkansas law, has established ‘drilling units’ that consist of a set amount of acreage to protect correlative rights and ensure all mineral owners receive proper payment of production royalties (in the case of oil and gas production) and statutory in lieu royalty payment (in the case of brine production). Given that brine production is derived from a common aquifer in the Smackover Formation, the establishment of units with defined boundaries ensures that all mineral owners potentially impacted by the producing well will receive proper compensation.

The AOGC was given the jurisdiction and authority to form brine production units in the Brine Statue. The AOGC’s rules and regulations are available on-line at: www.aogc.state.ar.us/, along with its hearing schedule and production data from 1992 forward. Pertinent provisions of the Brine Statute include the following:

 

   

§15-76-308, which identifies who may make application for the establishment of brine production units and states that a brine production unit may consist of no fewer than 1,280 contiguous surface acres (Arkansas Code, 2016a).

 

   

§15-76-309, which prescribes what information must be provided in a petition to form a brine production unit (Arkansas Code, 2016b).

 

   

§15-76-314, which requires each owner of an unleased interest in an established production unit to elect, within 60 days from the effective date of the order, to either participate affirmatively in the operation or to transfer their interest in the brine to the participating producers (Arkansas Code, 2016c).

 

   

§15-76-315 which states the following:

 

  (1)

In addition to any other amounts due and owing by the producer or producers of any unit to the owners therein, the producer or producers account separately and on a fair and equitable basis to each owner in the unit for all substances which are found by the commission to be profitably extracted from brine by a producer and which were not extracted by a producer on January 1, 1979.

 

  (2)

Whether or not any such substance is extracted profitably shall be determined by the AOGC on the basis of the value at the time of extraction, without interest, after deducting all costs of producing and recovering the same.

 

Preliminary Economic Assessment of LANXESS Smackover Project    42


It is the expectation of the AOGC that entities desiring to drill and operate an oil, gas or brine well in Arkansas will attempt in good faith to negotiate a satisfactory mineral lease with mineral owners before resorting to the integration provisions of Arkansas law. In the case of brine production, the operator will negotiate a per acre bonus consideration, to be paid upon signing of the lease.

Under the Brine Statute, the AOGC will approve a unit for a brine operator when the operator files an application supported by the following elements:

 

   

a description of the proposed brine production unit;

 

   

a proposed plan of development and operation;

 

   

geological and engineering data supporting the feasibility of the proposed plan and the efficacy of the boundary lines of the unit;

 

   

a plan of the proposed unit, indicating the tracts or parcels included in the unit and the proposed location of production and injection wells;

 

   

a list of owners within the unit; and

 

   

evidence that the applicant has valid brine leases from at least 75% of the entire area of the proposed brine production unit.

The AOGC must approve the royalty rate for any “additional substance” profitably extracted from brine produced by an operator of a brine unit. The extraction of lithium from tail brine produced in South Arkansas is an additional substance triggering the royalty analysis. The limited extraction of lithium during the projected phases of the Demonstration Plant for the South Brine Unit will not constitute the profitable extraction of a substance giving rise to an obligation to pay royalties to brine owners on a fair and equitable basis during the demonstration phases. This obligation will kick in when the commercial operations begins.

On October 10, 2018, the AOGC granted an Order approving the deployment of the Demonstration Plant to test the commercial viability of the extraction of lithium from brine processed at the South Unit processing plant operated by Great Lakes Chemical Corporation (LANXESS) and Arkansas Lithium Corporation (a wholly owned subsidiary of Standard Lithium). The Order takes effect November 19, 2018 (AOGC 2018a).

Following deployment of a Demonstration Plant in the second half of 2019, Standard Lithium expects to commission the Demonstration Plant in late-2019. Data derived during the demonstration stage will be used to develop a proposed royalty rate that is fair and equitable to brine owners at the time the extraction of lithium from the brine is demonstrated to be commercially viable.

Once these data are properly assimilated, if LANXESS and Standard Lithium determine that it is feasible to go forward with the commercial extraction of lithium from tail-brine, LANXESS and Standard Lithium will return to the AOGC with a separate application to establish an additional royalty rate attributable to brine, which is processed for the commercial extraction of lithium.

 

Preliminary Economic Assessment of LANXESS Smackover Project    43


4.5

Overview of the Standard Lithium – LANXESS Agreements

Standard Lithium and LANXESS have signed a binding MoU, in which Standard Lithium has paid LANXESS an initial Reservation of Rights Fee of US$3,000,000, to secure access to the tail-brine (Standard Lithium Ltd. 2018a). Assuming the various milestones are adhered to, the MoU is exclusive and binding for a period of five (5) years (i.e. until approximately May 2023). The MoU is essentially a brine access agreement where Standard Lithium is buying into the tail-brine to:

 

   

evaluate the lithium content of brine underlying the LANXESS Property;

 

   

provide a geological introduction and maiden mineral resource estimate; and

 

   

advance the development of a modern technology that effectively extracts lithium salts of commercial grade from the tail-brine.

On November 12, 2018, Standard Lithium announced the Company had signed a Term Sheet with LANXESS for a contemplated joint venture in any future commercial production of battery grade lithium compounds from brine associated with LANXESS’ bromine operation at the LANXESS Property (Standard Lithium Ltd. 2018b). Under the proposed terms of the joint venture, which is subject to due diligence, proof of concept and economic viability studies, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture. Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the Demonstration Plant being developed on the Property, as well as its proprietary extraction processes and all relevant intellectual property rights.

 

4.6

Permitting and Environmental Approvals

Several Federal and State permits and approvals are required for brine production in Arkansas. The following are a few examples:

 

   

U.S. Environmental Protection Agency (EPA) and the AOGC – Underground Injection Control Permit and the Clean Air Act;

 

   

AOGC – Operating Agreement; Arkansas Department of Environmental Quality (ADEQ) – Operating Air Permit; and

 

   

Arkansas Department of Pollution Control and Ecology – Arkansas Water and Air Pollution Control Act.

Standard Lithium is generally covered in the MoU under LANXESS’ current mine plan and associated permitting and environmental approvals.

The Demonstration Plant will be situated within the LANXESS Property and Standard Lithium will be required to adopt and meet LANXESS standards of avoiding harmful emissions into the air, soil and water and ensuring safe handling of chemical products along the value chain. In the past 10-years, LANXESS has reduced their Scope 1 emissions worldwide by more than one-half (LANXESS 2017b).

Standard Lithium will be required to assess their Demonstration Plant emissions and may have to adopt new operating permits. The U.S. EPA approved the state of Arkansas’ plan for administering programs

 

Preliminary Economic Assessment of LANXESS Smackover Project    44


related to the National Ambient Air Quality Standards (NAAQS). Pollutants regulated under these standards include ozone, lead, fine particulate matter, nitrogen dioxide and sulfur dioxide.

At present the de-brominated brine is transferred to the tail-brine tanks at each of the respective plants and then pumped to an AOGC-permitted Class V Brine Disposal System (reinjection wells). Personnel monitor both the feed-brine and tail-brine tanks 24-hours a day. Standard Lithium’s tail-brine, from their lithium chloride plants and lithium carbonate plant, will be required to meet all LANXESS demands related to discharge brine, including, but not limited to, meeting the required pH, total suspended solids, density and oxidizer content to eliminate free-chlorine.

 

4.7

Risks and Uncertainties

As with any development project, there exists potential risks and uncertainties. Standard Lithium will attempt to reduce risk/uncertainty through effective project management, engagement of technical experts and development of contingency plans.

 

Preliminary Economic Assessment of LANXESS Smackover Project    45


5

Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

 

 

5.1

Accessibility

The LANXESS Property is situated in Union County, southern Arkansas. Union County is the largest County in the State of Arkansas (2,730 km2) and borders the State of Louisiana (see Figure 4-1). Arkansas Counties are divided into townships. Each township includes unincorporated space; some may have one or more incorporated towns or cities.

The Central Unit is located directly adjacent to, and southwest of the City of El Dorado, AR (see Figure 5-1), El Dorado is the County Seat of Union County and has a population slightly over 18,000. It is considered the population, cultural and business center of the regional area. LANXESS’ South and West units are located approximately 5.5 km and 12.5 km south and west of El Dorado, respectively.

Due to its proximity to El Dorado, which is central to a major oil, gas and brine-producing district, the LANXESS Property can be accessed via plane, rail and an extensive road network.

 

5.1.1

Airport Access

International airports are in Little Rock, AR, which is approximately 2.5-hours north of the LANXESS Property, by car, and Shreveport, LA, which is 1.5-hour southwest of the Property, by car.

El Dorado has two airports which are owned by the City; South Arkansas Regional at Goodwin Field, a commercial airport located approximately 14 km west of El Dorado, and El Dorado Downtown Airport, a public-use airport, located on the south edge of the city.

 

5.1.2

Rail Access

El Dorado products are shipped by truck and rail; rail lines dissect the Central and South units. Railroad companies and rail lines in the Property area include: Camden & Southern, Union Pacific, Louisiana & North West, and El Dorado & Wesson railroads/railways.

 

5.1.3

Road Access

Primary U.S. Highways in the region include the following:

 

   

South Unit (South Plant): U.S. Highway 7 and Highway 167;

 

   

Central Unit (Central Plant): U.S. Highway 15, Highway 82 and Highway 335; and

 

   

West Unit (West Plant): U.S. Highway 82, Highway 57 and Highway 160 and Highway 172.

 

Preliminary Economic Assessment of LANXESS Smackover Project    46


The secondary, major, Township and well-pad access roads provide an integrated network that permits year-round access to almost every part of the LANXESS Property and El Dorado has an extensive all-season secondary road network (see Figure 5-1).

 

LOGO

Figure 5-1 LANXESS Project Access Routes

 

Preliminary Economic Assessment of LANXESS Smackover Project    47


5.2 Climate

The Project area climate is generally humid. The average annual temperature and precipitation at El Dorado is 23.56°C and 126.7 cm, respectively (see Figure 5-2). Annual rainfall is evenly distributed throughout the year. The wettest month of the year is June, with an average rainfall of 11.7 cm.

The warmest month of the year is July, with an average maximum temperature of 34°C, while the coldest month of the year is January with an average minimum temperature of -2°C.

 

LOGO

Figure 5-2 Average Temperature and Precipitation at El Dorado, AR

5.3 Local Resources and Infrastructure

5.3.1 Education

El Dorado is known for its locally evolving workforce education. The ‘El Dorado Promise’ is a scholarship program established and funded by Murphy Oil Corporation. It provides a scholarship to graduates of the city’s High School, which covers tuition and mandatory fees that can be used at any accredited two-year or four-year, public or private, educational institution in the U.S. Since its inception in 2007, over 1,200 students have benefited from the offer.

There are five colleges within 80 km of El Dorado: South Arkansas Community College; Southern Arkansas University Tech; Southern Arkansas University Main Campus; Grambling State University and Louisiana Tech University.

 

Preliminary Economic Assessment of LANXESS Smackover Project    48


5.3.2 Local Labour

El Dorado is the headquarters of Murphy Oil, Murphy USA, Deltic Timber Corporation and Dalek Refinery. Chemical companies include El Dorado Chemical Co., Future Fuel Chemical Company and Helena Chemical Co. In 1957, production of elemental bromine commenced in Arkansas and bromine companies include LANXESS and Albemarle. The work force supporting these industries has significant knowledge in brine technology, chemical engineering and production.

5.3.3 Transport

Dana Transport Inc., which is located adjacent to the LANXESS Central Plant, provides short and long—haul chemical transportation and is a service provider for the LANXESS facilities.

5.3.4 Water

El Dorado water service is served locally by El Dorado Water Utilities. Current estimates show this private company has annual revenue of US$10 to 20 million and employs a staff of approximately 50 to 99.

5.3.5 Power

The local electric power is provided by Entergy Arkansas, LLC., with the bulk of local generation provided by an 1,800 MW combined cycle gas plant, located approximately 5 km northeast of El Dorado.

5.3.6 Services

There is excellent road access and utilities for the project and the area has a significant amount of businesses that service all aspects of the brine and oil and gas industries.

5.4 Physiography

Union County covers a total area of 2,730 km2, of which, 98.5% (2,690 km2) is comprised of land and 1.5% (41 km2) is comprised of water.

The West Gulf Coastal Plain covers the southeastern and south-central portions of the state along the border of Louisiana. El Dorado, which lies within the West Gulf Coastal Plain, has an elevation of 102 m above sea level (asl). The lowest point in the state is found on the Ouachita River in the West Gulf Coastal Plain of Arkansas.

The area surrounding the Project site is characterized by pine forests and farmlands. Currently exploited natural resources include timber, natural gas, petroleum deposits and bromine. The Felsenthal National Wildlife Refuge, the world’s largest green tree reservoir, is located approximately 45 km east of the City of El Dorado. The LANXESS Property does not infringe on the Wildlife Refuge.

 

Preliminary Economic Assessment of LANXESS Smackover Project    49


5.5 Summary

Southern Arkansas, Union County, the City of El Dorado and the LANXESS Property all have significant infrastructure and a knowledgeable workforce available for the development, and continuation of, brine mining and processing in the region. Given the extensive access to local infrastructure and the moderate climate, the LANXESS Property can be accessed and explored year-round. It is important to note that Standard Lithium’s LANXESS Smackover project is not dependent on solar evaporation to beneficiate the brine to higher levels of lithium, and consequently, the project is not dependent on an arid/desert climate, in comparison to other lithium-brine projects.

 

Preliminary Economic Assessment of LANXESS Smackover Project    50


6 History

 

 

6.1 Introduction to Brine Production in Arkansas

On January 10, 1921, Dr. Samuel T. Busey discovered oil in southern Arkansas with the completion of the Busey No. 1 well, which is located approximately1.6 km south of the City of El Dorado, AR. The discovery led to an oil boom that attracted thousands of explorers and workers. By 1923, the burgeoning petroleum region had attracted 59 oil contracting companies, 13 oil distributors and refiners and 22 oil production companies (The Encyclopedia of Arkansas History & Culture 2018). During World War II, El Dorado became a focal point for several chemical and munitions plants, most of which closed shortly after the war. The hydrocarbon industry in southern Arkansas has been in a steady state of decline since the mid-1980s (oil) and early 2000s (gas). Conversely, brine production steadily increased during the 1980s, with consistent production to the present (see Figure 6-1). These trends are in large part due to dwindling hydrocarbon reserves within the Smackover Formation reservoirs, which as they mature, produce more brine than hydrocarbon. Brine production has continued due to the important realization that the brine contains elements of interest (i.e. bromine).

When oil was first discovered in south Arkansas, the brine was considered a worthless by-product of drilling/pumping. Industry realized that the Smackover Formation reservoir/aquifer brine contained elevated concentrations of elements, such as bromine, in addition to hydrocarbon (e.g. 3,000 - 5,000 mg/L Br; versus 65 mg/L in seawater (Mills et al. 2015, U.S. Geological Survey 2016). Accordingly, the commercial potential of bromine gradually became apparent (McCoy 2014).

Bromine is one of two elements that are liquid at room temperature and are found principally as dissolved species in seawater, evaporitic (salt) lakes and underground brine. The primary uses for bromine compounds include brominated flame retardants, intermediates and industrial uses, drilling fluids and water treatment.

Some historical production of bromine occurred from ocean water, but since 1969, all United States (U.S.) bromine has been produced from subsurface brine. The first commercial recovery of bromine from brine occurred in 1957 in Union County, AR. Bromine-brine production in southern Arkansas has been continuous since that time via a process in which bromine is exchanged for chlorine. After the bromine is extracted from the brine, the bromine-free brine, or tail-brine is returned underground into the production formation via Class V injection wells that are regulated by the AOGC.

The chemical composition of the tail-brine that is injected back into the Smackover Formation is generally similar to its original chemistry. The U.S. EPA (1999) showed that the tail-brine concentration of the target elements, such as bromine and magnesium, is reduced and the concentration of other elements, such as calcium, may have increased through substitution.

 

Preliminary Economic Assessment of LANXESS Smackover Project    51


LOGO

 

LOGO

 

LOGO

Figure 6-1 Summary of South Arkansas Oil, Gas and Brine Production (1960-2017) (AOGC 2018b)

The U.S. is one of four leading bromine producers in the world, along with China, Israel and Jordan. U.S. production and sold/used bromine values are withheld to avoid disclosing company proprietary data (U.S. Geological Survey 2016). Excluding the U.S., total world bromine production is 345,000 tonnes.

 

Preliminary Economic Assessment of LANXESS Smackover Project    52


Bromine produced from Smackover brine supplied over 40% of the world’s bromine supply from 1986 to 1990 (Arkansas Geological Survey 2015) and continues to account for a large portion of global bromine production capacity (Schnebele 2018). At present, there are two active bromine producers in southern Arkansas: LANXESS in Union County and Albemarle Corporation in Columbia County.

According to brine production records maintained by the AOGC, Union and Columbia County’s 2017 brine production produced 37.5 million m3 (236 million barrels) of brine (see Table 6-1). With respect to the LANXESS Property, between 2013 and March 2018, LANXESS produced 105 million m3 (660 million barrels) of brine from the Smackover Formation, to produce bromine and bromine-related chemicals (see Table 6-2). The information in Table 6-2 is based on production information recorded and made publicly available by the AOGC (2018b).

 

Table 6-1 Southern Arkansas Brine 2017 Brine Production (AOGC 2018b)

Field

  

Country

  

2017 Production

(U.S. Barrels)

  

Cumulative Production

(1979-2017; U.S. Barrels)

Atlanta

   Columbia    4,031,068    116,873,573

Big Creek

   Columbia    2,283,859    104,853,461

Burns Pond

   Union    10,558,813    208,275,556

Cairo

   Union    6,451,669    337,407,996

Catesville

   Union    23,071,993    1,015,085,713

Hibank

   Union    11,043,766    240,589,321

Hogg

   Columbia    3,173,086    60,394,390

Kerlin

   Columbia    3,334,437    721,531,613

Kilgore Lodge

   Columbia    34,155,209    1,282,438,515

Lisbon

   Union    8,950,522    327,965,505

Magnolia

   Columbia    6,837,463    139,826,117

Marysville

   Union    42,543,820    959,062,930

Schuler East

   Union    4,252,332    168,143,975

Village

   Columbia    47,359,049    565,577,752

Warnock Springs

   Columbia    17,298,649    476,448,432

Wilks

   Union    10,620,072    935,963,963
     

 

  

 

      235,965,807    7,660,438,812
     

 

  

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    53


Field

  

Country

  

2017 Production (U.S. Barrels)

  

Cumulative Production

(1979-2017; U.S. Barrels)

  

Union

   117,492,987    4,192,494,959
  

Columbia

   118,472,820    3,467,943,853

Note: Highlighted records include those field located within the LANXESS Property. Missing fields include Newell and El Dorado South.

6.2 Regional Assessment of the Lithium Potential of the Smackover Formation Brine

The author of this section of the Technical Report has not been able to verify Li-brine mineralization adjacent to the LANXESS Property, or in the region of southern Arkansas. Accordingly, this discussion of Li-brine information occurring near, or adjacent to, the LANXESS Property is not necessarily indicative of the mineralization on the Property that is the subject of this Technical Report.

Brine aquifers have different characteristics than traditional mineral deposits, such as precious and base metal deposits. Any given aquifer can have enormous sub-surface dimensions; therefore, the scale of the Smackover Formation brine aquifer, i.e. the nature and extent of the lithium-brine (Li-brine) potential of the Smackover Formation, is important background information.

The USGS National Produced Waters Geochemical Database v2.2, contains geochemical information from wellheads across the U.S.

The database includes 165,960 produced water samples that were collected between 1886 and 2013 (Blondes et al. 2016). In addition to the major element data, the database contains trace element, isotope and time-series data that provide spatial coverage for specific formations and/or aquifers. Quality control of the database must be performed by culling the data, based on geochemical criteria (Blondes et al. 2016). For this sub-section, and because the adjacent Property information is disclaimed as being not necessarily indicative of the mineralization on the Property, the QP has not filtered any data and has included Li-brine results directly from the USGS National Produced Waters Geochemical Database.

 

Preliminary Economic Assessment of LANXESS Smackover Project    54


Table 6-2 LANXESS Annual Brine Production and Injection Data (US BBLS) (AOGC 2018b)

 

 

Well Permit
Number

  

Well Name

  

2013

  

2014

  

2015

  

2016

  

2017

  

2018 (Jan-Mar)

  

Total

South Unit

                       

21780

   BSW-4S    8,350,104    7,940,156    7,630,870    5,114,245    6,957,869    1,912,089    37,905,333

22381

   BSW-5S    9,961,203    10,750,114    11,148,719    9,900,767    11,043,766    2,448,005    55,252,574

22777

   BSW-10S    1,945,759    56,717    894,677    834,155    1,587,141    515,743    5,834,192

23268

   BSW-20S    8,627,450    8,880,824    9,049,866    7,058,702    8,194,653    1,756,657    43,568,152

35955

   BSW-21S    7,729,849    7,195,672    7,249,964    5,809,940    6,332,330    1,389,765    35,707,520

Central Unit

                       

33536

   BSW-13    9,366,264    9,123,399    10,148,621    8,695,188    8,950,522    2,032,711    48,316,705

35391

   BSW-14    2,460,100    2,489,535    2,407,288    2,272,963    1,873,933    505,190    12,009,009

36474

   BSW-15    8,226,367    7,558,135    9,388,625    9,306,241    8,684,880    2,016,621    45,180,869

29795

   Spencer #1    2,594,745    2,110,446    2,671,608    3,228,415    3,173,086    728,622    14,506,922

21278

   H. Carroll #1    5,254,283    5,194,870    4,860,001    5,122,202    4,252,332    1,192,926    25,876,614

34469

   Joy Kadison #2    3,100,343    3,414,306    3,509,954    1,679,708    3,091,248    757,534    15,553,093

West Unit

                       

23676

   BSW-1M    3,539,761    3,521,152    3,255,928    3,614,447    2,844,344    556,153    17,331,785

23837

   BSW-4M    3,014,209    3,064,999    3,024,812    880,679    0    0    9,984,699

 

Preliminary Economic Assessment of LANXESS Smackover Project    55


Well Permit
Number

  

Well Name

  

2013

  

2014

  

2015

  

2016

  

2017

  

2018 (Jan-Mar)

  

Total

24331

   BSW-5M    4,767,132    4,516,964    4,842,835    1,921,766    4,540,532    1,096,032    21,685,261

25965

   BSW-6M    2,731,457    2,734,424    2,179,037    557,232    799,966    378,924    9,381,040

24723

   BSW-7M    2,282,140    2,913,941    1,923,023    2,571,751    2,560,455    541,315    12,792,625

37876

   BSW-A8M    3,187,829    3,003,205    3,011,747    2,225,566    3,235,196    756,464    15,420,007

35309

   BSW10-M    5,581,917    6,123,527    5,927,675    5,991,698    5,811,116    1,360,484    30,796,417

35739

   BSW12M    4,705,746    4,568,612    4,632,252    4,697,290    4,696,499    1,073,134    24,737,533

35784

   BSW 13M    2,936,860,    2,967,783    3,124,608    2,781,382    501,663    708,044    13,020,340

35786

   BSW 14M    6,702,818    6,632,287    6,177,281    6,886,539    6,764,732    1,399,148    34,562,805

36002

   BSW 15M    4,789,695    5,318,105    4,400,455    4,799,079    4,609,229    1,115,471    25,032,034

36028

   BSW 16M    2,921,395    3,006,342    2,860,348    2,935,727    2,717,001    604,444    15,045,257

35930

   BSW 17M    4,753,633    4,219,302    3,462,829    4,257,860    4,971,163    1,169,807    22,834,594

36442

   BSW 18M    2,985,165    6,277,398    8,951,047    7,465,732    7,893,390    1,812,241    35,384,973

38113

   BSW 19-M    7,097,656    6,534,549    6,348,739    6,401,810    4,579,027    1,686,944    32,648,725
     

 

  

 

  

 

  

 

  

 

  

 

  

 

   Total    129,613,880    130,116,764    133,082,809    117,011,084    120,666,073    29,514,468    660,005,078
     

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    56


Figure 6-2 shows that lithium-enriched brine, specific to the database-searched: “Smackover”, “Upper Smackover” or “Reynolds Member” of the Smackover, occurs throughout southern Arkansas within Union (and the LANXESS Property), Columbia and Lafayette Counties. The highest recorded Li-brine in this USGS-compiled database occurs within the LANXESS Property (1,700 mg/L Li), followed by a sample with 1,430 mg/L Li in Columbia County and 740 mg/L in northern Union County. Brine analyses between 300 mg/L and 500 mg/L Li occur predominantly in Columbia County, with a single recorded sample in Lafayette County. Brine yielding 100-300 mg/L Li occurs across all three Counties.

 

LOGO

Note: the H2S rich belt and fault zones are from Moldovanyi and Walter (1992).

Figure 6-2 Regional Smackover Formation Lithium Brine Values from the USGS National Produced Waters Database (Blondes et. al. 2016)

 

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Moldovanyi and Walter (1992), whose brine geochemical data is included in the USGS National Produced Waters Geochemical Database, conducted a regional brine chemical study where Smackover Formation brine samples were collected and analyzed from 87 wells, which were producing from 45 Smackover Formation reservoirs in southwest Arkansas, east Texas and northern Louisiana. The study allowed these authors to hypothesize/conclude the following points with respect to the regional distribution of the elevated Smackover Formation Li-brine:

 

   

Boron (B) and alkali metal Li, potassium (K), rubidium (Rb) concentrations in Smackover Formation waters exhibit coherent geochemical relations across the southwest Arkansas shelf.

 

   

In general, the concentration of these elements is greater and more heterogeneous in hydrogen sulfide (H2S)-rich brine than in H2S-free brine (see the H2S-rich polygon shown on Figure 6-2).

 

   

Regional concentration gradients in H2S, B, Li, K and Rb suggest fluids enriched in these elements may have migrated into the Smackover Formation reservoirs from large-scale circulation of deep-seated waters along segments of the South Arkansas and Louisiana State Line graben fault system (Moldovanyi and Walter 1992).

With respect to the LANXESS Property, the Moldovanyi and Walter (1992) dataset includes 19 brine analyses within the boundaries of the Property (see Figure 6-3). Based on this data, Li-brine values range from 47 mg/L Li to 191 mg/L Li, with an average of 144 mg/L Li.

At the Property-scale, the USGS National Produced Waters Geochemical Database contains an additional seven (7) brine analyses (beyond the dataset published by Moldovanyi and Walter (1992)). Of the seven (7) analyses, five (5) sample locations yield between 122 mg/L and 180 mg/L Li (average of 149.5 mg/L Li). These data are unreferenced in the USGS database. Two outlier analytical results yield 5 mg/L and 1,700 mg/L Li, representing the lowest and highest Li-brine values in the Southern Arkansas historical Li-brine data, respectively. Given the outlying nature within broadly predictable spatial variations in Li-content, the outlier values must be viewed with some skepticism.

These data are theoretical in that Standard Lithium must conduct their own independent sample collection and analysis to verify the lithium content of the Smackover Formation brine underlying the Property and to provide data for resource estimation. Nevertheless, it is worth noting the regional extent of Li-brine in the Smackover Formation with respect to the LANXESS Property, and except for the 1,700 mg/L Li outlier record, these historical datasets show the Smackover Formation at the LANXESS Property has average values of 144-150 mg/L Li.

 

Preliminary Economic Assessment of LANXESS Smackover Project    58


LOGO

Note: Lithium values are in mg/L.

Figure 6-3 Smackover Formation Lithium Brine Values Derived within, and Adjacent to, the LANXESS Property (Blondes, et.al. 2016)

 

Preliminary Economic Assessment of LANXESS Smackover Project    59


6.3 LANXESS (within Property) Historical Infrastructure Summary

All infrastructure on the LANXESS Property is owned 100% by LANXESS. Three (3) bromine plants (within their respective brine units) are in operation and produce bromine. The location of the three (3) plants, and the associated well and pipeline network, is shown in Figure 6-4.

The South Plant represents LANXESS’ first bromine plant and was originally developed by Michigan Chemical/Murphy Oil in 1957. The West Plant represents the smallest of the three (3) LANXESS El Dorado plants, but is the largest bromine producing plant in southern Arkansas. The Central Plant initially began operations with 13 employees, producing bromine, methyl bromide and ethylene dibromide. In the 1970s, the Central Plant was expanded to produce flame retardants and oil field completion fluids.

In addition to the South, Central and West Plants, TETRA operates a by-product plant adjacent to the Central Plant (see Figure 4-2). The TETRA Plant produces liquid calcium chloride, flake calcium chloride and magnesium hydroxide. The TETRA Plant operates in a similar fashion to that proposed by Standard Lithium, in that TETRA processes LANXESS’ tail-brine.

6.4 LANXESS (within Property) Historical Brine Analysis

Upon signing the MoU in May 2018 (Standard Lithium 2018a), LANXESS supplied historical brine analyses from the LANXESS Property. The dataset includes 1990, 2010 and 2017 lithium (and other elements) analytical results from individual wells and pre-bromine feed-brine and post-bromine tail-brine. The data are summarized in Table 6-3. Accounting for all sampling points, there are 157 Li-brine analyses. The minimum, maximum and average lithium values of the 157 analyses completed is 32 mg/L, 588 mg/L and 240 mg/L, respectively. The average value of this Li data is higher than that of the datasets presented by Moldovanyi and Walter (1992) and the USGS National Produced Waters Geochemical Database (144-150 mg/L Li).

Based on historical analysis of brine from the supply wells, the South Unit yields the highest lithium content (average 350 mg/L Li; n=25 analyses), followed by the West Unit (average 239 mg/L Li; n=100 analyses) and the Central Unit (average 158 mg/L Li; n=15 analyses). Pre-bromine feed-brine at the West Plant was 180 mg/L Li (n=1 analysis). Tail-brine at the South, Central and West plants yielded average values of 275 mg/L, 120 mg/L and 124 mg/L Li (n=3, 7 and 6 analyses), respectively.

From a temporal perspective, different sampling/analysis timeframes occur within brine supply wells BSW-4S, BSW-10S, BSW-5M, BSW-6M, BSW-7M, BSW-14M, BSW-15M, BSW-16M, BSW-19M and Spencer #1, and tail-brine samples from the Central and West Plants. In general, the lithium values reported increase over time.

 

Preliminary Economic Assessment of LANXESS Smackover Project    60


LOGO

Figure 6-4 Location of Active and Inactive Brine Wells, Including Brine Supply and Brine Re-Injection Wells and Pipeline Network Connecting Well sites to Bromine Plants at the LANXESS Property

 

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Note: the author was unable to verify the analytical protocol and methods that were adopted by LANXESS (and predecessor companies) to analyze brine at the LANXESS Property. Accordingly, this discussion of Li-brine geochemical results is not necessarily indicative of the mineralization on the Property that is the subject of this Technical Report and the data is not considered to be current by Standard Lithium or the QP. In addition, Standard Lithium has conducted their own sampling program and these results are presented in Section 9, Exploration and used exclusively in the resource estimations presented in this Technical Report.

Table 6-3 Summary of Historical Brine Analyses (LANXESS 1990, 2010 and 2017)

 

Unit

  

Sample Source Point

   Number of
Analyses
     Minimum Li
(mg/L)
     Maximum Li
(mg/L)
     Average Li
(mg/L)
 

South

   All wells      25        177.0        547.0        349.9  
   Post-bromine tail      3        206.0        356.0        274.7  

Central

   All wells      15        72.0        262.0        157.7  
   Post-bromine-tail      7        69.8        272.0        119.6  

West

   All wells      100        32.0        588.0        239.3  
   Post-bromine-feed      1        80.0        1800        180.0  
   Post-bromine-tail      6        79.6        229.0        123.9  
   All Analyses      157        32.0        588.0        239.7  

Note: See qualifying note in Section 6.4 LANXESS (within Property) Historical Brine Analysis.

 

Preliminary Economic Assessment of LANXESS Smackover Project    62


7 Geological Setting and Mineralization

 

The Gulf Coast region was formed as part of the complex breakup of the mega-continent Pangea, starting approximately 180 million years ago (Ma). Development of one of the northern supercontinents, Laurentia, involved geological factors that were crucial for the formation of a carbonate platform that hosts vast reservoirs of petroleum products and lithium-bearing brine. The sections below provide a summary of the regional through to detailed-scale geology of the Gulf Coast region. Regional geological information includes a summary of the tectono-depositional framework of the Gulf Coast region and the ensuing Triassic-Jurassic stratigraphic deposition, with emphasis on the Smackover Formation. Detailed geological information is at the Property-scale and introduces the geological and hydrogeological characteristics of the Reynolds Member of the Smackover Formation, which defines the resource interval that is evaluated in this Technical Report.

7.1 Gulf Coast Tectono-Depositional Framework

Deposition of the Late Jurassic Smackover Formation is directly linked to the evolution of the Gulf of Mexico. That is, the central Gulf Coast region is the site of Triassic-Jurassic rifting, which is associated with the opening of the Gulf of Mexico and a divergent margin basin characterized by extensional rift tectonics and wrench faulting (Pilger 1981; Van Siclen 1984; Salvador 1987; Winker and Buffler 1988; Buffler 1991). The history of the interior salt basins in the central and eastern Gulf of Mexico includes a phase of crustal extension and thinning, a phase of rifting and sea-floor spreading and a phase of thermal subsidence (Nunn 1984; Mancini et al. 2008).

A proposed model for the evolution of the Gulf of Mexico and related basin and arch formation in Mississippi, North Louisiana and Arkansas includes the following:

 

1.

Late Triassic-Early Jurassic rifting that developed pronounced half-grabens bounded by listric normal faults. This phase was accompanied by widespread doming, rifting and filling of the rift basin(s) with volcanic and non-marine siliciclastic sedimentary (red beds) rocks as North America separated from Africa-South America (Buffler et al. 1981; Salvador 1991a; Sawyer et al. 1991; Marton and Buffler 2016).

 

2.

Middle Jurassic rifting, crustal attenuation and the formation of transitional crust is characterized by the evolution of a pattern of alternating basement highs and lows as the Gulf area broke up into a series of separate arches/uplifts and subsiding basins, some of the latter became isolated and filled with thick sequences of evaporite, as shown in Figure 7-1 (Sawyer et al. 1991; MacRae and Watkins 1996; Mancini et al. 2008).

 

3.

Late Jurassic sea-floor spreading and oceanic crust formation in the deep central Gulf of Mexico characterized by a regional marine transgression related to crustal cooling and subsidence (Sawyer et al. 1991).

 

4.

Subsidence continued into the Early Cretaceous with a ramping up of a carbonate platform and

 

Preliminary Economic Assessment of LANXESS Smackover Project    63


deposition of shallow to deep-water sedimentary rocks along the margins of the basins.

 

5.

Evolution of the Gulf Coast region ended with a prominent period of igneous activity and global sea-level fall during the Late Cretaceous (mid-Cenomanian), that produced a major lowering of sea level in the region and resulted in the exposure of the shallow Cretaceous platform margin that rimmed the Gulf (Salvador 1991b). This event is defined by a Gulf-wide unconformity that is most pronounced in the northern Gulf of Mexico area.

 

LOGO

Figure 7-1 Tectonic Framework of the Northern Part of the Gulf of Mexico Region (Marcini et.al. 2008, who modified the work of MacRai and Watkins (1996)).

Given this scenario, Late Jurassic evaporite and sedimentary strata that form the integral geological units in this Technical Report, were deposited across much of the Gulf Coast basin as part of a seaward-dipping wedge of sediment that accumulated in differentially subsiding basins on the passive margin of the North American continent. These units include formations of the Louark Group: 1) the major Li-brine

 

Preliminary Economic Assessment of LANXESS Smackover Project    64


and hydrocarbon reservoir/aquifer known as the Smackover Formation; and 2) the Smackover Formation’s overlying and underlying aquitards, the Buckner Anhydrite Member of the Haynesville Formation and the Norphlet Formation and/or Louann salts.

The Smackover Formation is up to 365 m thick with an upper ooidal/oncolitic packstone and grainstone shoaling upward cycle facies that is nearly 100 m thick (Dickinson 1968; Moore and Druckman 1981). The Smackover Formation has been interpreted as a low-gradient slope (<1°) homoclinal ramp succession, due to its series of strike-oriented, relatively narrow depositional lithofacies belts across Texas, Arkansas, Louisiana and Mississippi (Ahr 1973; Bishop 1968; Handford and Baria 2007). Figure 7-2 [10] presents a regional map of the Smackover lithofacies belts in the U.S. Gulf Coast Basin. These belts include evaporite and redbed sequences in the north that change basin-ward into ooidal (inner-ramp beaches and shoals) peloidal-facies belt (mid-outer ramp) and laminated mudstone (basin).

 

LOGO

Figure 7-2 Regional Map of Smackover Lithofacies Belts in the U.S. Gulf Coast Basin (Handford and Baria (2007), who modified the work of Ahr (1973) and Bishop (1986)).

7.2 Triassic Jurassic Stratigraphy

During rifting phases, evolving grabens were filled with the earliest Late Triassic-Early Jurassic red-bed sedimentary sequences of the Eagle Mills Formation, as shown in Figure 7-3. This unit comprises a variety of terrestrial sedimentary rocks, including red, reddish-brown, purplish and greenish-gray coloured shale, mudstone, siltstone, and lesser amounts of sandstone and conglomerate. In southern

 

Preliminary Economic Assessment of LANXESS Smackover Project    65


Arkansas, the Eagle Mills Formation includes conglomeratic sandstone and red shale, with igneous fragments (diabase). The Late Triassic-Early Jurassic age is based on the study of remnant plants and radiometric dating of intrusive material (Scott et al. 1961; Baldwin and Adams 1971).

 

LOGO

Figure 7-3 Stratigraphic Table of the Late Triassic to Late Jurassic Formations of the Northern U.S. Gulf Coast (Heydari and Baria 2005).

In central-north Louisiana and southern Arkansas, rifting and continental crustal attenuation resulted in a period of non-deposition, as evidenced by a 40-million-year hiatus of the depositional record. Late Middle Jurassic (Bathonian–Callovian) depositional units include evaporite, red clastic and basal conglomerate of the Werner Anhydrite (Hazzard et al. 1947). The Werner-Louann sequence unconformably overlies the Eagle Mills Formation, or older ‘basement’ rocks, and forms the basal unit(s) for the overlying Late Jurassic Louark Group, which includes the Norphlet, Smackover and Haynesville-Buckner formations (see Figure 7-3). More notably, continued basin-wide restriction resulted in deposition of a thick succession of the Louann Salt during the Callovian, which are over 3,050 m thick in some places (Salvador 1990; Zimmerman 1992). The Louann Salt has been estimated to cover as much as 466,000 km2 in the Gulf of Mexico region (Hazzard et al. 1947).

 

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The South Arkansas fault system and the Louisiana State Line graben are approximately parallel to the regional strike of the Smackover Formation deposition and were active during the Jurassic; likely, resulting from salt tectonics in the underlying Louann Formation (see Figure 6-2); (Bishop 1973; Troell and Robinson 1987). The present up-dip limit of the Louann Salt is generally marked by the South Arkansas fault system, a feature believed to have been produced during the Late Jurassic by downdip gravity sliding of the Louann Salt (Troell and Robinson 1987).

The Late Jurassic Norphlet Formation unconformably overlies the Louann Salt, and older units, near the margins of the basin (Hazzard et al. 1947; Bishop 1967). The Norphlet Formation was deposited during a regional sea-level low and attains a maximum thickness of approximately 45 m and is comprised of alluvial-fan sandstone and conglomerate, channel and interdune red-bed and aeolian sandstone (Wade and Moore 1993; Mancini et al. 2008). Norphlet Formation fluvial deposition in southern Arkansas is characterized by gravel with interbedded red and grey mudstone (Mancini et al. 2008) and is approximately 15 m thick (Zimmerman 1992; Hunt 2013).

Marine deposition resumed during the late Oxfordian, as the Late Jurassic seas transgressed, initiating the deposition of the Smackover Formation, which conformably overlies the Norphlet Formation.

The Smackover Formation carbonate rocks are succeeded by mixed evaporite, siliciclastic and dolomite of the Buckner Formation, and then by a thick Kimmeridgian–Tithonian succession of marine, deltaic and fluvial siliciclastic rocks of the Haynesville Formation and the Cotton Valley Group (Figure 7-4).

The Buckner Formation consists of evaporitic deposits and associated red-beds reflecting a depositional environment that is less marine, or shallower water marine, than those of the underlying Smackover Formation (Salvador 1987). The Buckner Formation is made up of intercalated 2–6 m thick salt/anhydrite and marine limestone and extends from the Florida Panhandle to South Texas (Mann 1988). A distinct facies change occurs along the crests of a line of anticlines, that extend from the Catesville oilfield in Union County, westward to the Dorcheat-Macedonia field in Columbia County. North of this structural trend, the Buckner Formation consists, from top to bottom, of non-marine red shale, anhydrite and dolomite (Akin and Graves 1969). To the south, equivalent beds become sandy. The anhydrite facies indicate the presence of a barrier restricting normal flow of seawater during Buckner Formation deposition.

In southern Arkansas and northern Louisiana, the Late Jurassic Cotton Valley Group lies unconformably on the Louark Group, Haynesville Formation. In ascending order, Swain and Anderson (1993) divided the Cotton Valley Group into the Millerton (siliciclastic, mainly shale, shelf unit), Shongaloo (foreshelf and shelf edge silty shale and sandstone) and Dorcheat (sandstone and siltstone) formations. The Millerton Formation, or Bossier marine shale, pinches out updip in southernmost Arkansas (Mancini et al. 2008). The Haynesville Formation conformably underlies the Bossier, and where the Haynesville is absent, the Bossier rests on the Smackover Formation limestone. In Arkansas, the Dorcheat Formation contains increasing amounts of sandstone before pinching out (Forgotson 1954).

 

Preliminary Economic Assessment of LANXESS Smackover Project    67


7.3 Smackover Formation

The Smackover Formation was named after the Smackover field, Union County, AR, where oil was first produced. Hydrocarbons were discovered in the Late Jurassic Smackover Formation in the mid-1920s. Since then, the Smackover has produced large quantities of oil and gas in a production trend that extends over an area of 100 km x 1,000 km, on the margins of the Gulf of Mexico from Texas to Florida (Moore 1984). Consequently, the Smackover Formation has been subject to many investigations that address the unit’s stratigraphy, lithofacies and depositional environment (e.g. Ahr 1973; Akin and Graves 1969; Baria et al 1982; Bishop 1968, 1971a, 1973; Budd and Loucks 1981; Moore and Druckman 1981; Harris and Dodman 1982; Moore 1984; Troell and Robinson 1987; Chimene 1991; Hanford and Baria 2007; Marcini et al. 2008).

Based on ammonite studies from the lower portion of the unit, the Smackover Formation is late Oxfordian (Imlay 1945). The Smackover Formation resulted from carbonate deposition under shoaling conditions, following a relatively rapid transgression over the Norphlet Formation sandstone and Louann Salt. The transgression extended as far northwards in the State of Arkansas to Ouachita County (directly north of Union County). The distribution of facies of the ensuing carbonate deposits was controlled by local paleotopography where 1) high energy facies were deposited in nearshore areas; and 2) low-energy strata were deposited in basin centres.

The Late Jurassic Smackover Formation in Arkansas was traditionally divided into two members: 1) an upper ooidal to chalky porous limestone; and 2) a lower member composed of dense argillaceous limestone and dark calcareous shale (Imlay 1940). Jurassic rocks are not exposed in southern Arkansas. In southern Arkansas, the Smackover Formation oil and gas reservoir pay zone is situated at depths that range from 2,350 to 3,660 m below the Earth’s surface (Moore and Druckman 1981; Marcini et al. 2008). Accordingly, the two Smackover Formation members were divided based on their wire-line electric logs, where the upper member has high self-potential and lower resistivity and the lower member has low self-potential and high resistivity.

More recently (e.g. Dickinson 1968), and in the general context of this Technical Report, the Smackover Formation has been divided into three informal sub-units:

 

1.

The Reynolds Member: an upper, clean, ooidal grainstone member that forms the main reservoir rock type of the region due to its high porosity (this unit correlates with the Mineral Resource estimate interval that is the focus of this Technical Report).

 

2.

The Middle Smackover: a middle unit composed of brown, dense, laminated, pelletal, lime-mudstone and fossiliferous lime-wackestone.

 

3.

The Brown Dense: a lower Smackover unit comprised of dark-brown, fine-grained, laminated, argillaceous, lime-mud sequence (Dickinson 1968; Moore and Druckman 1981; Troell and Robinson 1986), as shown in Figure 7-4.

 

Preliminary Economic Assessment of LANXESS Smackover Project    68


 

LOGO

Figure 7-4 Stratigraphic Depositional Environments of the Smackover Formation

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    69


The correlating depositional environment and stratigraphic interpretation of these three Smackover sub-units is shown on Figure 7-4 and from top to bottom as:

 

1.

An ooidal beach complex and/or sand shoal.

 

2.

A shelf high-stand systems tract deposited at and near the time of maximum transgression, and during/after a period of rapidly-increasing water depth. During middle Smackover-time, prolific production of high-energy carbonate sediment on the flanks of the paleohighs initiated a progradation phase of Smackover Formation deposition.

 

3.

Transgressive systems tract deposits formed in shallow water during relative-sea-level stillstand. The ooidal deposits are generally arranged in a succession of stacked, upward-shallowing cycles that grade from subtidal strata at their bases to shallower subtidal to supratidal strata at their tops (Benson, 1988; Mancini et al. 1990).

From southern Arkansas to northern Louisiana, the Smackover Formation ranges from 0 to 365 m thick (Dickinson 1968). The Reynolds Member, which represents the uppermost Smackover Formation lime-grainstone-ooidal strata, maintains a thickness of 90 to 120 m across southern Arkansas (Akin and Graves 1969) and reaches a maximum thickness of almost 300 m near the Arkansas-Louisiana state line (Moore and Druckman 1981). The Smackover Formation thickens to the south of a westward-trending series of anticlines that extend westward from the Catesville oilfield in Union County to the Dorcheat-Macedonia field in Columbia County until it interfingers with the Millerton Formation (Bossier shale) to the south.

Smackover Formation hydrocarbon traps include structural and stratigraphic traps and a combination of the two. Evaporites, which have played a role in Smackover reservoir development are found in the underlying Louann Salt, the overlying Buckner Formation and within the Smackover Formation itself.

Smackover Formation diagenesis was dominated by early cementation, leaching of calcium carbonate allochems and dolomitization. Other processes include pressure solution, late (post-dolomitization) calcite and anhydrite cementation and fracturing; both tectonic and caused by collapse of partially dissolved rock frameworks (Kopaska-Merkel et al. 1992). Early marine-phreatic cementation was followed by leaching of ooids and widespread particle dissolution that vastly increased porosity values to 40% or more but had little direct effect on permeability. Early dolomitization of uppermost Smackover Formation strata by reflux of hypersaline brine was widespread and is responsible for formation and/or preservation of many permeable Smackover pore systems.

The Reynolds Member of the upper Smackover Formation is the target horizon for mineral resource evaluation in this Technical Report. The Reynolds Member was deposited during a high-stand systems tract in response to a decrease in relative sea level; consequently, the upper Smackover Formation Reynolds Member is composed of ooids and non-skeletal carbonate that formed ooidal, chalky limestone (Vestal 1950; Tonietto and Pope 2013).

This carbonate unit is widespread, relatively uniform in thickness and has definite patterns of regional and local lithic changes. The most common Smackover Formation reservoir rocks occur within the

 

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Reynolds Member, which can comprise a variety of grainstone and grainstone/packstone rock-units that are often dominated by pellets, ooids and oncoids (Akin and Graves 1969; Moore and Druckman 1981; Troell and Robinson 1987). The occurrence of reservoir-grade rocks (porosity of at least 6% and permeability of at least 0.1 millidarcy (mD)) in the Smackover Formation is dependent on: (1) deposition of porous and permeable sediments in a variety of settings; and (2) diagenetic processes that have preserved, enhanced or created porosity and permeability in originally permeable and/or impermeable strata (Kopaska-Merkel et al. 1992).

7.4 Property Geology: Characterization of the Smackover Formation

There are over 3,400 predominantly vertical wells drilled in the general LANXESS Property area. The wells were drilled from the 1950s onwards in search of hydrocarbon reservoirs and brine aquifers. Of the 3,400 wells, 699 wells were drilled deep enough to penetrate some portion of the Smackover Formation within the Property, and more specifically, the uppermost Reynolds Member. Within the Property, 198 wells were drilled and logged through the entire Reynolds Member. Wireline logs in 36 of the 198 wells included density logs. These subsurface well data were entered into a variety of geological interpretation software systems, including PetraTM, Kingdom® and Logscan, to evaluate and show regional trends of the Reynolds Member throughout the LANXESS Property.

Based on analysis of the subsurface well data, it was found that key geologic formations are relatively easy to correlate within the LANXESS Property and surrounding area. The uppermost portion of the Smackover Formation is comprised of a tight calcarenite-carbonate mudstone facies. The Reynolds Member is porous oöidal stratigraphy that is usually well-defined on raster logs and/or log ASCII files (LAS).

To illustrate this, a type log is presented in Figure 7-5. The electric log from this well depicts the formation markers for the Buckner Formation, top of the Smackover Formation, Reynolds Member top and base and Lower Smackover Formations. The Reynolds Member is depicted on the log as having a noticeably lower gamma ray signature and distinct ‘gap’ in resistivity between the medium and deep induction logs and the spherically focused log (light blue highlighted zone on Figure 7-5. On Figure 7-5, the corresponding density porosity log is highlighted in dark blue to indicate the instances where the total porosity is greater than 20% in the Reynolds Member.

Electric logs from 61 wells were used to develop two cross-sections, which were used to determine the continuity and lateral extent of the Reynolds Member within the LANXESS Property. The locations of the wells are shown on Figure 7-6. Figure 7-7 presents a North-South cross-section (A-A’), comprised of five wells with electric and density porosity logs. Figure 7-8 presents a West-East cross-section (B-B’) comprised of seven wells; five wells with electric and density porosity logs and two wells with electric logs only.

The density porosity logs in both cross-sections show that the Smackover Formation Reynolds Member has good porosity (>10%) underlying the entire LANXESS Property. The analysis of the five electric logs,

 

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of the wells with density porosity logs, shows a qualitative relationship of porosity to resistivity can be established. Ten per cent or greater porosity relates to low resistivity and separation of the resistivity curves on the electric logs. A calculation of true porosity from resistivity was not established; however, the correlation between density porosity logs (true porosity) and Reynolds Member core measurements (effective porosity) is discussed in Section 12 Data Verification.

Observations from the sub-surface interpretations that are evident on the cross-sections include the following:

 

   

The Reynolds Member is laterally continuous and underlies the entire LANXESS Property.

 

   

There is no evidence of faulting within the Smackover Formation at the LANXESS Property.

 

   

The thickest section of the Reynolds Member is observed in well Mahony JK-1 at the north end of cross-section A-A’ (see Figure 7-7), where a thickness of 97.2 m is observed.

 

   

The Reynolds Member thins towards the south, where well 14M has a thickness of 14.9 m.

 

   

Cross-section B-B’ shows uniform Reynolds Member thickness across the central part of the Property (see Figure 7-8). For example, the following wells, Brine Supply Well 18M, Brine Supply Well 14, BSW 12, Ruth Glen 1 and Woods SWS 18S, have thicknesses of between 39.0 m (Woods SWS 18S) and 52.4 m (Brine Supply Well 18M).

 

   

The average thickness of the Reynolds Member within the LANXESS Property is 57 m.

 

   

The cross-sections include density porosity logs; a direct correlation between >10% porosity and the stratigraphic picks of the Reynolds Member ooidal zone is evident.

In addition to the LAS files, 620 line-km of proprietary 2D seismic data was used to create integrated seismic subsurface maps. Synthetic seismograms were generated in wells with sonic logs to make a tie between the seismic and well data. An excellent tie was established for the top of the Reynolds Member throughout the LANXESS Property. A type example of the 2D seismic data is presented in Figure 7-9; the Reynolds Member appears as a strong trough on the seismic data, directly below the distinct Buckner Formation marker.

The subsurface well data review and analysis supports the stratigraphic depiction of the Reynolds Member of the Smackover Formation aquifer within the Property. The upper and lower stratigraphic surface grids define the Reynolds Member domain used in the resource modelling and estimation process (see Sections 14.1, 14.2 and 14.3).

 

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LOGO

Note: The ASCII log file is for South Ranch Oil Co. Scales 1 (API:03-139-1146-00-00). The well is in Township 18S, Range 17W5 and has a total depth of 2,575 m.

Figure 7-5 Smackover Formation Section Depicting Resource Estimation Zones used in this Technical Report

 

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LOGO

Figure 7-6 Wells Selected for Study and Location of Cross-Sections

 

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LOGO

Note: the total porosity log is included and porosity over 10% is shaded in blue.

Figure 7-7 North-South Cross-Sections of the Smackover Formation and Associated Geological Units in the LANXESS Property Area

 

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LOGO

Note: The total porosity log is included and porosity over 10% is shaded in blue.

Figure 7-8 West-East Cross-Section of the Smackover Formation and Associated Geological Units in the LANXESS Property Area

 

 

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LOGO

Figure 7-9 Example of Proprietary 2D Seismic Data, Showing Seismogram Tie (red) and Uniform Horizons Near the Reynolds Member Smackover Formation

 

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7.5 Reynolds Member, Smackover Formation, Aquifer

The aquifer associated with the Reynolds Member is defined by a distinct stratigraphic horizon of the Upper Smackover Formation that consists of clean, porous, ooidal grainstone. This unit forms the main oil, gas and brine reservoir type-rock of the region due to its high porosity and permeability.

The Reynolds Member aquifer is situated within the Reynolds Member, which occurs underneath the entire Property at depths of approximately 1,950-2,645 m beneath the Earth’s surface. The Reynolds Member aquifer has an average thickness of 57 m (see Section 14.3 Geometry of the Reynolds Member Domain).

It is Important to note that the aquifer within the Smackover Formation is defined as a ‘confined aquifer’; the aquifer is sandwiched between two aquitards that include the overlying Buckner Formation anhydrite and shale and the underlying low permeability, Lower Smackover (Brown Dense) and Louann Salt. The Buckner Formation has been an effective seal or cap, preventing the inflow of oil and gas from the oil and gas fields, which are present in the Reynolds Member across Arkansas and on the Property.

For this Technical Report, an extensive dataset has been compiled, that includes: (1) historical porosity analyses (n=1,935 core samples); (2) historical permeability analyses (from six sources); (3) Property specific permeability and porosity analyses (n=2,329 core plug samples); and (4) 14,314 Reynolds Member total porosity values based on publicly available LAS density/porosity logs from wells within the LANXESS Property.

This data, together with Reynolds Member thickness, was used to make inferences on the hydrogeological characteristics of the Reynolds Member aquifer within the LANXESS Property. As per the CIM Best Practice Guidelines for Resource and Reserve Estimation for Lithium Brines (November 1, 2012), the hydrogeological characterization of the Smackover Formation, and specifically the Reynolds Member, is defined and discussed in Section 14.5 Hydrogeological Characterization of the Reynolds Member, Smackover Formation. Sub-sections presented within this section discuss porosity, permeability, dispersivity, anisotropy, groundwater levels and hydraulic conductivity and analysis as they pertain to the Indicated LANXESS Li-Brine Resource Estimate presented in Section 14 of this Technical Report.

7.6 Mineralization

The LANXESS Property is being assessed by Standard Lithium for Li-brine potential; more specifically, to access Li-brine to advance the development of a modern technology that effectively extracts lithium from the brine. The brine is situated within an aquifer associated with the Late Jurassic Smackover Formation.

Hyper-saline brine (Total Dissolved Solids (TDS) of >252,000 mg/L, and up to 413,000 mg/L) with elevated lithium has been verified in preliminary 2017 sampling programs and detailed 2018 and 2019 brine sampling programs conducted by Standard Lithium. The sampling programs and their Li-brine mineralization results are discussed in Section 9.1.

 

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8 Deposit Types

 

 

Lithium is a silver-grey alkali metal that commonly occurs with other alkali metals (sodium, potassium, rubidium, cesium). Lithium’s atomic number is 3 and it has an atomic weight of 6.94, making it the lightest metal and the least dense of all elements that are not gases at 20°C (the density of lithium in solid form at 20°C is 534 kg/m3). Lithium has excellent electrical conductivity (i.e. a low electrical resistivity of 9.5 mW.cm), making it an ideal component for battery manufacturing, where lithium ions move from the negative electrode to the positive electrode during discharge and back when charging. Lithium imparts high mechanical strength and thermal shock resistance in ceramics and glass.

The average crustal abundance of lithium is approximate 17-20 parts per million (ppm), with higher abundances in igneous (28-30 ppm) and sedimentary (53-60 ppm) rocks (Evans 2014; Kunasz 2006). Note: 1 mg/L Li is equivalent to 1 ppm (at a fluid density of 1 g/cm3) and 0.0001%. Lithium does not occur in elemental form in nature because of its reactivity. There are over 100 minerals that contain lithium, but only a few of these are currently economic to extract.

Lithium can be described, priced and quoted as lithium content (Li), lithium oxide (Li2O; 0.464 Li content; conversion is Li x 2.153), lithium carbonate (Li2CO3; 0.188 Li content) and lithium carbonate equivalent (LCE; conversion is Li x 5.323). Resource estimates and production quantities of lithium are most commonly expressed as LCE.

Lithium is extracted from two main categories of deposits: mineral and brine. With respect to mineral deposits, lithium is only extracted commercially from pegmatite deposits. Pegmatite lithium deposits are found globally and account for half of the lithium produced today (Benson et al. 2017). Spodumene is the most abundant Li-bearing mineral found in economic deposits.

Brine deposits include unconfined (i.e. continental) and confined (i.e. geothermal and subsurface aquifer) brine deposits. Continental brine occurs in endorheic basins, where inflowing surface and groundwater is moderately enriched in lithium. All producing lithium brine operations are unconfined, or partially confined, continental deposits. Several first-order characteristics of this type of brine deposit are: (1) arid climate; (2) closed basin containing a playa or salar; (3) tectonically driven subsidence; (4) associated igneous or geothermal activity; (5) suitable lithium source-rocks; (6) one or more adequate aquifers; and (7) sufficient time to concentrate a brine (Bradley et al. 2006).

Economic continental brine deposits typically occur in areas where high solar evaporation results in beneficiating the Li-brine to higher levels of lithium. Geothermal and/or volcanic associations are the favoured mechanisms for introducing lithium into continental basins, because lithium-rich brines often exist in areas of volcanic activity (e.g. Imperial Valley, California; Reykjanes Field, Iceland; Taupo Volcanic Zone, New Zealand). Typical grades are 0.04-0.15 mg/L Li.

Selected continental brine deposit examples include: Salar de Uyuni in Bolivia (Bradley et al. 2017); Salar de Atacama in Chile (Garrett 2004); Salar de Hombre Muerto in Argentina (Tahil 2007); Salar del Rincon and the Salar del Olaroz in Argentina (Pavlovic and Fowler 2004; Houston and Gunn 2011); and the

 

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Zhabuye Salt Lake in the Tibetan Plateau, the DXC Salt Lake and the Qaidam Basin in China (Shengsong 1986; Zheng et al. 2007). The only active lithium mine in North America is in Silver Peak, Nevada, where lithium brine extraction started in 1966. The lithium occurs in an infilled playa sequence that covers an area of 72 km2 within a closed drainage basin of 1,342 km2 (Munk et al. 2011). Average lithium content at the initiation of production was 360 ppm in 1966, declining to 230 ppm in 2008 (Garrett 2004). The mine currently produces 3,500 tonnes of LCE per year, with the capability to produce 6,000 tonnes of LCE per year.

Deep aquifer Li-brine is frequently pumped as a waste product of hydrocarbon production from confined aquifers at depths of up to 4,000 m. Lithium enrichment of deep saline brine is known to occur worldwide in sedimentary basins of various age, including: the Cambrian Siberian Platform, Russia (Shouakar-Stash et al. 2007); Devonian Michigan Basin (Wilson and Long 1993); Mississippian– Pennsylvanian reservoirs of the Illinois Basin (Stueber et al. 1993); Pennsylvanian Paradox Basin, Utah (Garrett 2004); Triassic strata of the Paris Basin, France (Fontes and Matray 1993); and Jurassic Smackover strata from the Gulf Coast, Arkansas and Texas (Moldovanyi and Walter 1992).

If the aquifer contains elevated concentrations of lithium, deep, confined aquifers associated with mature (or dwindling or dormant) oil and gas fields can be converted to brine producing aquifers. A perfect example of this is bromine production from the Smackover Formation in southern Arkansas. At the LANXESS Property, LANXESS’s predecessors ceased hydrocarbon production in favour of bromine production in 1957 and this production has continued for over 50-years. Accordingly, these deep-seated aquifer brine deposits present enormous opportunity.

The source of lithium in hypersaline brine aquifers, including the Smackover Formation, remains subject to debate. Theories relevant to the Smackover Formation include, but are not limited to, the following:

 

   

Smackover Li-brine could be a result of the continental drainage of lithium-enriched solutions into the sea, where the lithium stems from Triassic age volcanic rocks in the Gulf coast (Collins 1976). Continental water from springs or other hydrothermal fluids along fault systems could have leached lithium from Triassic aged volcanic rocks. These lithium-enriched fluids then drained into the Smackover Sea and the water was then concentrated by evaporation.

 

   

In the Smackover brine, radiogenic Sr87/Sr86 are significantly higher than Late Jurassic seawater, suggesting significant strontium contribution from detrital sources, such as the Bossier Formation, which overlies and/or interfingers with the upper Smackover Formation, or suggesting they were acquired during brine migration (Stueber et al. 1984).

 

   

Lithium was mobilized from the Alleghenian-sourced volcaniclastics (including plutonic rocks) and then concentrated in the underlying Norphlet Formation. These fluids could have originated in the Louann Salt and migrated upward through faults or from shallower circulation through the alluvial and wadi facies of the Norphlet (from Chuchla, unpublished, via Daitch 2018).

 

   

The association between B, Li, K, and Rb, coupled with a general lack of clastic sediments in the upper Smackover Formation in southwest Arkansas, suggest that the Smackover Formation brines are mixing with deeper-seated waters that may have been geochemically modified by siliciclastic diagenesis at higher temperature (Walter et al. 1990).

 

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Regional trends between H2S and B, Li, K and Rb support the association of a higher temperature, deeper-seated fluid end member; these fluids may have migrated into upper Smackover reservoirs via major fault systems, the South Arkansas fault system and the Louisiana State Line graben, and their associated fractures (Moldovanyi and Walter 1992).

With respect to resource modelling of confined aquifer Li-brine deposits, important criteria include: defining the boundaries of the subsurface aquifer; brine chemistry; and understanding of the hydrology of the brine. The reader is referred to the CIM Best Practice Guidelines for Resource and Reserve Estimation for Lithium Brine (2012). While the guidelines define issues specific to unconfined continental brine deposits (i.e. salars), they do provide general direction for reporting on confined deep aquifer deposits.

 

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9 Exploration

 

 

9.1 Standard Lithium 2018-2019 Brine Sampling Programs

As discussed in Sections 4.1 and 6.3, the LANXESS Property includes three (3) brine unit areas, each of which has its own bromine processing plant and 26 active brine supply wells that supply Smackover Formation brine to the LANXESS plants (see Figure 9-1). The brine units and plants include the LANXESS South, Central and West Bromine Plants. Once bromine has been recovered from the brine, the brine is pumped back down in the Smackover Formation via reinjection wells (see Figure 9-1).

Between June 2018 and January 2019, Standard Lithium has conducted periodic (now quarterly) brine sampling of the brine supply wells, and monthly brine sampling at the South, Central and West Bromine Plants. The objective of the brine sampling program is to build a geochemical assay database of Smackover Formation brine from the individual supply wells and three (3) brine access points at the Bromine Plants that include the following:

 

1.

Feed brine: The feed-brine sample point is located prior to any processing of the brine to recover bromine (other than H2S mitigation and removal of petro-products, if present). Feed brine is the collective brine derived from the brine supply wells within a Unit area. The brine is amalgamated and directed through a series of pipelines to the respective LANXESS Bromine Plant.

 

2.

After-brine: The after-brine sample point is located directly after the brine has been processed in the bromine tower. The processed brine has been stripped of bromine at this point. This is the brine that will be used as feed stock for Standard Lithium’s lithium extraction processing plants (lithium chloride and lithium carbonate).

 

3.

Tail-brine: The tail-brine sample point is located directly before the waste brine is re-injected back down into the Smackover Formation aquifer. At this point, the brine has been diluted with a small amount of freshwater, and the pH has been adjusted for reinjection.

The temporally-sampled brine supply wells, and their lithium analytical data results, were examined using their average percent relative standard deviation (also known as the % coefficient of variation or average RSD%), which is an estimate of reproducibility of the analytical results. The RSD% values for assays from the individual supply wells is presented in Table 9-1 and range from 0.6% to 8.5% (averaging 4.5%) demonstrating that the brine has good reproducibility from any single brine supply well over time.

9.1.1 Brine Supply Well Lithium Geochemical Results

A total of 90 brine samples were collected from 25 of the 26 brine supply wells at the LANXESS Property during four (4) to five (5) separate sampling programs conducted by Standard Lithium (see Figure 9-2). The sampling process is described in Section 11 Sample Preparation, Analysis and Security. The number of brine supply wells sampled includes five (5) wells in both the South and Central Units, and 15 wells in the West Unit.

 

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LOGO

Figure 9-1 Active Brine Supply Wells at the LANXESS Property

 

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LOGO

Figure 9-2 Locations of Brine Supply Well Samples Collected during 2018 Brine Sampling Program

 

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The following brine analytical results are presented in Table 9-1:

 

   

Five (5) brine supply wells in the South Unit yield lithium concentrations between 172 mg/L and 258 mg/L, with a combined average of 204.6 mg/L.

 

   

Five (5) brine supply wells in the Central Unit yield lithium concentrations between 90 mg/L and 193 mg/L, with a combined average of 137.7 mg/L.

 

   

Fifteen (15) brine supply wells in the West Unit yield lithium concentrations between 53 mg/L and 299 mg/L, with a combined average of 165.8 mg/L.

Brine has been collected from 25 brine supply wells on numerous occasions (between three (3) and five (5) times, depending on the well) to investigate the continuity of the lithium concentrations (see Table 9-1). The temporal variation in the lithium analytical results, on a well-by-well basis, is presented in Figure 9-3. The lithium concentration line slopes, per well, are generally flat; the minimum, maximum and average line slopes from all 25 wells are 0.4x, 9.7x and 3.7x, respectively, and show a homogeneous lithium-in-brine content at each brine supply well over time.

Based on brine samples collected and analyzed from the brine supply wells during this seven (7) month period, it is concluded that the Smackover Formation brine underlying the LANXESS Property has a well-defined and temporally homogeneous lithium composition, on a well-by-well basis, throughout the entire Property.

 

9.1.2

        LANXESS Bromine Plant Lithium Geochemical Results

A total of 87 brine samples were collected from LANXESS Plant brine access points during separate sampling programs conducted by Standard Lithium. Sample numbers from the individual Plant sites include: 9 to10 feed-brine samples; 7 to 10 after-brine (or after bromine tower processing) samples; and 10 to 11 tail-brine samples. The following analytical results are presented in Table 9-2:

 

   

The average feed-brine, after-brine and tail-brine from the South Plant yields 195.7, 196.2 and 182.0 mg/L Li, respectively.

 

   

The average feed-brine, after-brine and tail-brine from the Central Plant yields 136.3, 129.9 and 112.6 mg/L Li, respectively.

 

   

The average feed-brine, after-brine and tail-brine from the West Plant yields 158.5, 153.7 and 150.4 mg/L Li, respectively.

Because the after-brine is being contemplated for additional lithium extraction processing, the following discussion focuses on the after-brine, which is derived immediately after the bromine removal process. As brine production at LANXESS is unitized, the analytical results show the average lithium content is highest in after-brine associated with the South Plant (196.2 mg/L) followed by the West Plant (153.7 mg/L) and Central Plant (129.9 mg/L) units.

Tables 9-1 to 9-3 show the lithium results of Standard Lithium’s 2018 to 2019 brine sampling programs at the brine supply wells within the LANXESS Property.

 

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Table 9-1 WetLab Lithium Analytical Results (mg/L – South Unit Brine Supply Well Geochemical Summary)

 

Well ID

   11/12-06-18      24/25-07-18      16/17-10-18      15/16-01-19      Average Li      RSD%  
   (mg/L)  

BSW-4S

     191        195        190        225        200.3        8.3  

BSW-5S

     NA        173        172        183        176.0        3.5  

BSW-10S

     191        191        193        NA        191.7        0.6  

BSW-20S

     203        208        NA        225        212.0        5.4  

BSW-21S

     227        221        233        258        234.8        6.9  

 

Number of wells sampled

     5     

Number of analyses

     17     

Approximate number of analyses per well

     3.4     

South Unit Average Li (mg/L; all analyses)

     204.6     

Table 9-2 WetLab Lithium Analytical Results (mg/L) – Central Unit Brine Supply Well Geochemical Summary

 

Well ID

   11/12-06-18      24/25-07-18      16/17-10-18      15/16-01-19      Average Li      RSD%  
   (mg/L)  

BSW-13

     107        108        108        126        112.3        8.2  

BSW-14

     92.4        89.8        91.9        107        95.3        8.3  

BSW-15

     153        145        154        165        154.3        5.3  

Spencer #1

     182        NA        177        193        184.0        4.4  

 

Number of wells sampled

     5     

Number of analyses

     17     

Approximate number of analyses per well

     3.4     

Central Unit Average Li (mg/L; all analyses)

     137.7     

 

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Table 9-3 WetLab Lithium Analytical Results (mg/L) – West Unit Brine Supply Well Geochemical Summary

 

Well ID

   11/12-06-18      24/25-07-18      30-08-18      16/17-10-18      15/16-01-19      Average Li      RSD%  
   (mg/L)  

Joy Kadison #2

     179        176        NA        NA        191        182.0        4.4  

BSW-1M

     179        174        179        179        174        177.0        1.5  

BSW-4M

     NA        NA        NA        NA        NA        NA        NA  

BSW-5M

     182        NA           177        193        184.0        4.4  

BSW-6M

     NA        NA        NA        NA        192        192.0        NA  

BSW-7M

     183        175        NA        175        193        181.5        4.7  

BSW-8M

     184        184        NA        NA        200        189.3        4.9  

BSW-10M

     115        104        115        112        113        111.8        4.1  

BSW-12M

     235        NA        NA        254        268        252.3        6.6  

BSW-13M

     273        292        NA        276        299        285.0        4.4  

BSW-14M

     222        237        NA        238        252        237.3        5.2  

BSW-15M

     115        122        NA        116        122        118.8        3.2  

BSW-16M

     159        161        NA        167        170        164.3        3.1  

BSW-17M

     144        140        NA        143        152        144.8        3.5  

BSW-18M

     79.1        79.5        NA        79.5        82.3        80.1        1.8  

BSW-19M

     53.4        54.1        NA        54.2        56.2        54.5        2.2  

 

Number of wells sampled

     15     

Number of analyses

     56     

Approximate number of analyses per well

     3.7     

West Unit Average Li (mg/L; all analyses)

     165.8     

Global Li average (mg/L; of all brine supply well analyses)

     167.8     

 

 

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LOGO

Note: Duplicate samples are not included (see Section 11.5 Quality Control/Quality Assurance).

Figure 9-3 Temporal Variation of Lithium in Smackover Brine from the Individual Brine Supply Wells at the LANXESS Property

Tables 9-4 to 9-6 show the geochemical lithium results of Standard Lithium’s 2018 to 2019 brine sampling programs at the South, Central and West Bromine Plants within the LANXESS Property.

 

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Table 9-4 South Plant WetLab Lithium Analytical Results

 

     11/12-      24/25-      30-08-      20-09-      09-10-      16-10-      17-10-      13-11-      10-12-      15-01-      16-01-      Sample      Average         
     07-18      07-18      18      18      18      18      18      18      18      19      19      Count      Li (mg/L)      RSD%1  

South Plant-

     196        198        —          189        189        194        —          193        193        196        213        9        195.7        3.7  

Feed

                                         

South

     200        191        195        189        186        216        —          196        203        184        202        10        196.2        4.9  

Plant–After

                                         

South

     192        180        192        180        178        184        176        184        170        178        188        11        182.0        3.7  

Plant–Tail

                                         

Table 9-5 Central Plant WetLab Lithium Analytical Results

 

     11/12-      24/25-      30-08-      20-09-      09-10-      16-10-      17-10-      13-11-      10-12-      15-01-      16-01-      Sample      Average Li         
     07-18      07-18      18      18      18      18      18      18      18      19      19      Count      (mg/L)      RSD%1  

Central

     138        130        —          136        142        124        —          137        138        135        147        9        136.3        4.8  

Plant-Feed

                                         

Central

     137        —          —          125        —          128        —          134        126        122        137        7        129.9        4.7  

Plant–After

                                         

Central

     109        111        —          111        112        115        93.3        116        115        122        122        10        112.6        7.2  

Plant–Tail

                                         

 

 

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Table 9-6 West Plant WetLab Lithium Analytical Results

 

     11/12- 07-18      24/25-07-18      30-08-18      20-09-18      09-10-18      16-10-18      17-10-18      13-11-18      10-12-18      15-01-19      16-01-19      Sample
Count
     Average Li
(mg/L)
     RSD%1  

West Plant-Feed

     153        166        153        155        169        155        —          152        162        156        164        10        158.5        3.9  

West Plant–After

     149        161        150        152        152        161        —          146        157        148        161        10        153.7        3.8  

West Plant–Tail

     148        160        145        149        146        145        150        154        150        147        160        11        150.4        3.6  

1RSD% = Standard Deviation/mean x100

Note: Duplicate samples are not included (see Section 11.5).

 

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A graphic summary of 27 after-brine lithium analytical results, that were collected at different time intervals, is presented in Figure 9-7. Of the 27 after-brine analyses, all but one (1) analytical result (from an October 16, 2018 sample taken at the South Plant; 216.0 mg/L Li) plot within two standard deviations of the mean. This demonstrates that there is a very minor amount of variation of lithium in the after-brine over time at the individual LANXESS Plants and Unit areas. This is supported by the low RSD% values (<5%) in after-brine analytical results over time (see Tables 9-4 to 9-6).

A Plant-to-Plant comparison of lithium variation between the feed-brine (pre-process) and after-brine (post-process) shows the bromine-production process removes very small amounts of lithium at a predictable rate (see Figure 9-8). This is evident at the Central and West Plants; however, the South Plant, which has the highest lithium values, has feed-brine and after-brine lithium concentrations that straddle the 1:1 correlation line. This comparison shows the bromine recovery process is constant and does not cause major fluctuations in the after-brine lithium content. The geochemical results show the loss of lithium during the bromine extraction process does not affect the reasonable prospects of potential economic extraction of the lithium from the brine and the after-brine still contains significant amounts of lithium.

 

Preliminary Economic Assessment of LANXESS Smackover Project    91


LOGO

Note: Dashed lines are defined as the mean, and two and three standard deviations from the mean.

Figure 9-7 Temporal Variation of Lithium in the Tail-brine from the South, Central and West Bromine Plants (solid line)

 

Preliminary Economic Assessment of LANXESS Smackover Project    92


LOGO

Figure 9-8 Bi-variate Plot of the Lithium Distribution in the Feed-brine versus the After-brine

 

9.2

Preliminary Brine Testing at the Expanded South Unit

During late-2018 and 2019, and as part of an expansion of the brine production at the South Unit, LANXESS completed four (4) new brine supply wells (see Figures 9-1 and 9-2). The new wells are now producing brine and were recently incorporated into the LANXESS South Plant bromine production stream. Twenty-six (26) brine supply wells have been operating at the LANXESS Property during the 2013 to 2018 timeframe (see Table 6-2). With (four) newly completed brine supply wells, the total number of brine supply wells is 30.

During April 2019, Standard Lithium collected brine from brine supply wells BSW-22S, BSW-23S and BSW-25S, and from the feed-brine, after-brine and tail-brine access points at the South Plant. The analytical results are presented in Table 9-7. The new South Unit brine supply wells have lithium concentrations between 236 mg/L and 253 mg/L, which is similar to BSW-21S and is higher than most of the brine supply wells producing brine at the LANXESS Property (compare with Tables 9-1 to 9-3).

Integration of brine from the new brine supply wells into the South Plant will increase the overall lithium content in the South Plant production stream. For example, Table 9-8 shows that the South Plant, after-brine collected in April 2019, contained 239 mg/L and 252 mg/L Li, which is significantly higher than the average after-brine lithium content of 197 mg/L, as presented in Table 9-4.

Note: the analytical results presented in Table 9-7 have not been incorporated into the resource estimation presented in this Technical Report. Standard Lithium intends to verify the lithium content of the new brine supply wells and South Plant brine with additional sampling. Based on these preliminary

 

Preliminary Economic Assessment of LANXESS Smackover Project    93


results, incorporation of future South Unit Li-brine results could have positive implications for the South Plant lithium grade.

The new South Unit brine supply wells are not discussed in detail in Section 10 Drilling because well specifications and production information are not yet available through the AOGC.

Table 9-7 New (2019) Brine Supply Wells in the South Unit Area

 

API Well No

   Well      Latitude      Longitude      Total      Pool      Field      Li  
   Name      depth (m)      (mg/L)  

03-139-13549-00-00

     BSW-22S        33.049389        -92.633559        2,652.1        Smackover        Catesville        248  

03-139-13558-00-00

     BSW-23S        33.049816        -92.633556        NA        Smackover        Catesville        236  

03-139-13562-00-00

     BSW-24S        33.050249        -92.633547        2,590.8        Smackover        Catesville        NA  

03-139-13560-00-00

     BSW-25S        33.071953        -92.650869        NA        Smackover        Catesville        253  

NA – Not Available

Table 9-8 South Plant Analytical Results with Inclusion of the New Brine Supply Wells Li (mg/L)

 

     Date Sample Collected (dd-mm-yy)  

Sample Location

   16-04-19      17-04-19  

South Plant – Feed

     288        250  

South Plant – After

     252        239  

South Plant – Tail

     250        219  

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    94


10

Drilling

 

 

Standard Lithium has access to Smackover Formation brine from LANXESS-owned brine supply wells at the LANXESS Property. There are currently 61 wells at the LANXESS Property; including 26 brine supply wells and 35 reinjection wells (see Figure 9-1). A description of the well collar and depth information is presented in Table 10-1. The well operator is listed as Great Lakes Chemical Corporation (since acquired by LANXESS).

Most of the brine supply wells were drilled vertically with an orientation and dip of 0° and -90°. A smaller proportion of wells such as BSW-21S, BSW-22S and BSW-25S (South Unit), and BSW-15M and BSW-16M (West Unit) were drilled as inclined wells. Directional surveys for these wells show that the wells were drilled vertically (-90°) to a depth of approximately 1,280—1,370 m, whereupon the bore was deviated gradually to an inclination of approximately 45° to 61°, to their final total vertical depths of 2,710—3,395 m (see Table 10-1).

As Smackover Formation brine was collected directly from the brine supply wells, and brine from the supply wells form the feed-brine at the Bromine Plants, it is important to disclose the depths where the brine was accessed prior to being pumped to surface. The brine supply well completion intervals are presented in Table 10-2. The top of the completion interval, or depth to the top of the brine sample interval, ranges between 2,243 m and 2,784 m, with an average depth of 2,424 m. The average thickness of the completion interval is 51 m. The completion intervals correlate well with the depth and thickness of the Reynolds Member, as defined in Sections 7.5.

The brine supply wells pump Smackover Formation brine to surface using electrical submersible pumps. Based on data supplied by LANXESS, the pumps are set in the casing at significantly higher depths than the total depth and/or the open-hole or screened completion zones (pump depths average 1,040 m feet below surface). Despite the shallower pump depth, the brine is still representative of Smackover Formation Reynolds Member brine, as it is within a confined aquifer (completion zone within the Reynolds Member and brine fluid level rising within the cased-in well).

 

Preliminary Economic Assessment of LANXESS Smackover Project    95


Table 10-1 Description of Brine Supply Wells at the LANXESS Property

 

Unit

   Well Name     API Well No.      Field    Latitude      Longitude      Status      Ground
Elevation
(m asl)
     Ground
Elevation
(feet asl)
     Total
Well
Depth
(m)1
     Total
Well
Depth
(feet)1
     Total
Vertical
Depth
(m)1
     Total
Vertical
Depth
(feet)1
 

South

     BSW-4S       03-139-10248-00-00      Catesville      33.12798        -92.64810        Producing        58.5        192        2,420.7        7,942.0        2,420.7        7,942.0  
     BSW-5S       03-139-10411-00-00      Hibank      33.14809        -92.63022        Producing        50.0        164        2,325.6        7,630.0        2,325.6        7,630.0  
     BSW-10S       03-139-10475-00-00      Catesville      33.15011        -92.64726        Producing        53.0        174        2,372.0        7,782.0        2,372.0        7,782.0  
     BSW-20S       03-139-10552-00-00      Catesville      33.07913        -92.65075        Producing        77.7        255        2,551.5        8,371.0        2,551.5        8,371.0  
     BSW-21S       03-139-12968-00-00      Catesville      33.07324        -92.64828        Producing        78.0        256        2,520.7        8,270.0        3,396.7        11,144.0  
     BSW-25S       03-139-13560-00-00      Catesville      33.07195        -92.65087        Spudded        NA        NA        2,590.8        8,500.0        3,208.0        10,525.0  

Central

                                  
     BSW-12       03-139-12745-00-00      Lisbon      33.21846        -92.76291        Producing        NA        NA        2,294.8        7,529.0        2,294.8        7,529.0  
     BSW-13       03-139-12779-00-00      Lisbon      33.21673        -92.78625        Producing        71.9        236        2,316.5        7,600.0        2,316.5        7,600.0  
     BSW-14       03-139-12924-00-00      Burns Pond      33.21063        -92.80559        Producing        76.2        250        2,388.1        7,835.0        2,388.1        7,835.0  
     BSW-15       03-139-12985-00-00      Burns Pond      33.19575        -92.81398        Producing        60.7        199        2,441.4        8,010.0        2,441.4        8,010.0  
     Spencer 1       03-139-12177-00-00      Hogg      33.17412        -92.79710        Producing        63.7        209        2,375.0        7,792.0        2,375.0        7,792.0  
     H Carroll #1       03-139-10076-00-00      Shuler East      33.17840        -92.80317        Producing        72.1        236.6        2,404.3        7,888.0        2,404.3        7,888.0  

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    96


Unit

   Well Name   API Well No.      Field    Latitude      Longitude      Status      Ground
Elevation
(m asl)
     Ground
Elevation
(feet asl)
     Total
Well
Depth
(m)1
     Total
Well
Depth
(feet)1
     Total
Vertical
Depth
(m)1
     Total
Vertical
Depth
(feet)1
 

West

   Joy Kadison #2     03-139-12864-00-00      Cairo      33.19748        -92.87200        Producing        90.5        297        2,465.2        8,088.0        2,465.2        8,088.0  
   BSW-1M     03-139-10558-00-00      Wilks      NA        NA        Producing        83.1        272.7        2,449.4        8,036.0        2,449.4        8,036.0  
   BSW-4M     03-139-10714-00-00      Wilks      NA        NA        Producing        NA        NA        2,420.7        7,942.0        2,420.7        7,942.0  
   BSW-5M     03-139-71205-00-00      Wilks      33.18646        -92.89173        Producing        75.0        246        2,471.9        8,110.0        2,471.9        8,110.0  
   BSW-6M     03-139-11211-00-00      Cairo      33.18420        -92.85462        Producing        85.6        281        2,461.6        8,076.0        2,461.6        8,076.0  
   BSW-7M     03-139-72061-00-00      Cairo      33.19699        -92.87095        Producing        88.7        291        2,434.4        7,987.0        2,434.4        7,987.0  
   BSW-A8M     03-139-13034-00-00      Wilks      33.19100        -92.95600        Producing        NA        NA        2,744.7        9,005.0        2,744.7        9,005.0  
   BSW-10M     03-139-12920-00-00      Marysville      33.21313        -92.88352        Producing        77.1        253        2,467.4        8,095.0        2,467.4        8,095.0  
   BSW-12M     03-139-12946-00-00      Marysville      33.13500        -92.94998        Producing        72.8        239        2,651.8        8,700.0        2,651.8        8,700.0  
   BSW-13M     03-139-12948-00-00      Marysville      33.12835        -92.92593        Producing        72.5        238        2,645.4        8,679.0        2,645.4        8,679.0  
   BSW-14M     03-139-12949-00-00      Marysville      33.12730        -92.90904        Producing        58.5        192        2,586.5        8,486.0        2,586.5        8,486.0  
   BSW-15M     03-139-12970-00-00      Marysville      33.21325        -92.95566        Producing        85.6        281        2,396.9        7,864.0        2,710.9        8,894.0  
   BSW-16M     03-139-12971-00-00      Marysville      33.21210        -92.95588        Producing        85.6        281        2,462.5        8,079.0        2,834.6        9,300.0  

 

Preliminary Economic Assessment of LANXESS Smackover Project    97


Unit

   Well Name      API Well No.      Field      Latitude      Longitude      Status      Ground
Elevation
(m asl)
     Ground
Elevation

(feet asl)
     Total
Well
Depth
(m)1
     Total
Well
Depth
(feet)1
     Total
Vertical
Depth
(m)1
     Total
Vertical
Depth
(feet)1
 
     BSW-17M        03-139-12965-00-00        Marysville        33.20801        -92.92978        Producing        84.4        277        2,459.1        8,068.0        2,459.1        8,068.0  
     BSW-18M        03-139-12983-00-00        Marysville        33.23885        -92.93730        Producing        NA        NA        2,354.6        7,725.0        2,354.6        7,725.0  
     BSW-19M        03-139-13041-00-00        Marysville        33.24142        -92.90302        Producing        80.2        263        2,331.7        7,650.0        2,331.7        7,650.0  

NA—Data not available at time of report preparation

All data obtained from publicly available records

asl—above sea level

1 Grey shaded cells: Total well depth and total vertical depth do not match (i.e. these are inclined wells; all other wells are vertical with depths of -90°).

 

Preliminary Economic Assessment of LANXESS Smackover Project    98


Table 10-2 Summary of Brine Supply Well Completion Intervals at the LANXESS Property

 

Sub-
Property
or Unit

   Well Name     Top of
Completion
Interval
(m)
     Top of
Completion
Interval
(feet)
     Bottom of
Completion
Interval

(m bgl)
     Bottom of
Completion
Interval
(feet bgl)
     Completion Length
(feet)
     Type of Completion    Jan2013 to 1 Mar
2018 Brine
Production (U.S.
Barrels)
 

South

     BSW-4S       2,354.3        7,724        2,420.7        7,942        218      Open Hole      37,905,333  
     BSW-5S       NA        NA        NA        NA        NA      NA      55,252,574  
     BSW-10S       2,304.3        7,560        2,372.0        7,782        222      Open Hole      5,834,192  
     BSW-20S       2,485.6        8,155        2,551.5        8,371        216      Open Hole      43,568,152  
     BSW-21S       NA        NA        NA        NA        NA      NA      35,707,520  
     BSW-25S       NA        NA        NA        NA        NA      NA      NA  

Central

     BSW-12       NA        NA        NA        NA        NA      NA      NA  
     BSW-13       2,243.6        7,361        2,298.2        7,540        179      Perforated Screen section      48,316,705  
     BSW-14       2,276.9        7,470        2,342.1        7,684        214      Perforated Screen section      12,009,009  
     BSW-15       2,351.2        7,714        2,414.0        7,920        206      Perforated Screen section      45,180,869  
     Spencer 1       2,357.0        7,733        2,375.0        7,792        59      Open Hole      14,506,922  
     H Carroll  #1      2,352.4        7,718        2,404.3        7,888        170      Open Hole      25,876,614  

West

     Joy Kadison       2,386.0        7,828        2,403.0        7,884        56      Perforated Screen section      15,553,093  
     #2                      
     BSW-1M       NA        NA        NA        NA        NA      NA      17,331,785  
     BSW-4M       2,434.7        7,988        2,487.2        8,160        172      Open Hole      9,984,699  
     BSW-5M       2,411.0        7,910        2,471.9        8,110        200      Open Hole      21,685,261  

 

Preliminary Economic Assessment of LANXESS Smackover Project    99


Sub-
Property
or Unit

   Well Name    Top of
Completion
Interval
(m)
     Top of
Completion
Interval

(feet)
     Bottom of
Completion
Interval
(m bgl)
     Bottom of
Completion
Interval
(feet bgl)
     Completion Length
(feet)
     Type of Completion      Jan2013 to 1 Mar
2018 Brine
Production (U.S.
Barrels)
 
   BSW-6M      NA        NA        NA        NA        NA        NA        9,381,040  
   BSW-7M      NA        NA        NA        NA        NA        NA        12,792,625  
   BSW-A8M      NA        NA        NA        NA        NA        NA        15,420,007  
   BSW-10M      2,322.6        7,620        2,413.4        7,918        298        Perforated Screen Section        30,796,417  
   BSW-12M      2,562.5        8,407        2,612.4        8,571        164        Perforated Screen Section        24,373,533  
   BSW-13M      2,586.8        8,487        2,620.7        8,598        111        Perforated Screen Section        13,020,340  
   BSW-14M      2,521.6        8,273        2,557.3        8,390        117        Perforated Screen Section        34,562,805  
   BSW-15M      2,656.0        8,714        2,690.2        8,826        112        Perforated Screen Section        25,032,034  
   BSW-16M      2,784.0        9,134        2,809.3        9,217        83        Perforated Screen Section        15,045,257  
   BSW-17M      2,410.4        7,908        2,451.5        8,043        135        Perforated Screen Section        22,834,594  
   BSW-18M      NA        NA        NA        NA        NA        NA        35,384,973  
        2,243.3        7,360        2,317.7        7,604        244        Perforated Screen Section        32,648,725  

NA -Data not available at time of report preparation

All data obtained from publicly available records

 

Preliminary Economic Assessment of LANXESS Smackover Project    100


11

Sample Preparation, Analysis and Security

 

 

A total of 215 samples of brine, which includes Quality Assurance/Quality Control (QA/QC) samples, were collected from the Smackover Formation aquifer underlying the LANXESS Property by Standard Lithium during June 2018 and January 2019. A breakdown of the sample types includes the following:

 

   

90 brine samples from individual brine supply wells;

 

   

87 brine samples from brine access points at the three (3) LANXESS Bromine Plants;

 

   

14 duplicate brine samples;

 

   

11 sample blanks;

 

   

Seven (7) UBC semi-certified sample standards; and

 

   

Six (6) Internal Company sample standards.

The sample preparation, analyses and security of brine assay samples are discussed in the text that follows. All 215 samples were geochemically analysed at an independent laboratory. The lithium analytical results and temporal variations of brine from the individual brine supply wells and LANXESS Unit Plants are discussed in Sections 9.1.1 and 9.1.2, respectively. The analytical results of the duplicate samples, sample blanks and sample standards are discussed in Section 11.5, as part of the Quality Control/Quality Assurance (QA/QC) procedures.

 

11.1

Brine Sample Collection

The LANXESS bromine plants and well/pipeline infrastructure were designed specifically for brine collection, processing and production of bromine from Smackover Formation brine; hence, the brine underlying the LANXESS Property is actively pumped as part of the normal LANXESS bromine operations. The brine has been monitored on a regular basis by LANXESS for over 50 years (see Section 6).

Accordingly, and as a brine-specific production-system, brine sample access points are readily available throughout the Property. During 2018 and 2019, Standard Lithium conducted several brine sampling programs. The brine sample collection was completed by Standard Lithium and/or directly by LANXESS operators. LANXESS operators collected samples on behalf of Standard Lithium during the August, September and October 2018 sampling programs. When brine samples were collected by Standard Lithium, LANXESS operators were on hand to assist with LANXESS infrastructure during the brine collection programs. The sampling methodology includes the following:

 

   

Travelling by truck/car on paved and all-weather gravel roads to the various brine supply wells and LANXESS Plants.

 

   

Labelling laboratory supplied new, one (1) Litre plastic sample containers with screw-on caps. Standard Lithium’s labelling procedure includes: the sample identification (ID) number; the date and time of sample collection; and the sampler’s initials.

 

Preliminary Economic Assessment of LANXESS Smackover Project    101


   

Brine access points include brine collection spigots at well sites and at feed-brine, after-brine and tail-brine access points in the Plants. It is common practice to gradually open the sample spigot such that the brine does not spray in an uncontrollable manner. Once a continual stream is achieved, the brine flows for a period of 5-10 seconds to purge the sample point and ensure the spigot is cleared of any stagnant brine and/or oil, dirt, etc.

 

   

The plastic sample container is placed under the brine sample spigots and a small amount of brine is captured, swirled in the container and discharged. This procedure is repeated twice before collection of the brine to ensure that the container is clean of any residue that might affect the analysis.

 

   

The plastic sample container is filled (to capacity or near-capacity) and it is immediately capped with a screw-on cap.

 

   

Two, one (1) litre sample containers are collected at each sample point; one for geochemical analysis at WetLab, and the other for Standard Lithium’s archival storage (at a storage centre in El Dorado, AR).

 

   

The sample is checked to verify that all sample label information is correct, and the sample container is properly closed. The sample container(s) are then stored in a cooler for immediate transport to the analytical laboratory.

As part of the sample collection, field measured parameters were conducted by Standard Lithium staff using a Myron handheld multiparameter meter (Ultrameter 6PIIFCE). The following information was recorded at the same time as the sample collection and on the same brine that was sampled for geochemical analysis: electrical conductivity, pH, oxidation reduction potential, specific gravity and temperature. Each value is recorded in a spreadsheet. The Ultrameter is calibrated prior to use. If the resulting analysis appears to be significantly high, or low, the Ultrameter is re-calibrated immediately and the sample measurement is repeated.

The physical attributes of the brine sample are also recorded (e.g. colour, smell, contaminants, etc.). The sampling process is completed by recording any sampler comments that might be significant to the sampling site, the sample collection or the sample itself.

 

11.2

Field Duplicate Samples, Sample Blanks and Standard Samples

A field duplicate sample was collected, randomly, for approximately every 12.5 field samples. The field duplicate was taken at the same time as the original sample (i.e. back-to-back samples from the same brine sample spigot). Random IDs were given to the duplicate samples. Sequential labelling of the original and duplicate field samples was avoided, such that the original and duplicate samples were randomly presented to the laboratory. The purpose of the field duplicate samples is to measure the precision of the laboratory.

Standard sample blanks were inserted at approximately every 15 field samples as an additional laboratory check. The sample blanks were comprised of deionized water and contained no lithium.

To the best of the author’s knowledge, Certified Reference Materials for Lithium-brine, which have a special classification and are subject to rigorous international testing (e.g. Canmet; CDN Labs; NIST; etc.),

 

Preliminary Economic Assessment of LANXESS Smackover Project    102


do not currently exist. As part of Standard Lithium’s QA/QC measures, the Company created two Standard Sample spikes as follows:

 

1.

Semi-certified sample standard: Standard Lithium commissioned the University of British Columbia (UBC) to prepare a UBC Standard Sample spike by manufacturing, in the laboratory, a synthetic brine solution that included 250 mg/L Li with a Total Dissolved Solid (TDS) of 250,000 mg/L.

 

2.

Standard Lithium created a Property specific Internal Standard Sample (Internal Property Specific Standard) spike by collecting approximately 100 Litres of continuously flowing brine from a single LANXESS Property sample point (West Plant feed-brine taken on July 25, 2018).

Collectively, the two Standard Samples were inserted into the sample stream randomly at approximately one (1) standard per 13.5 brine samples. The purpose of the Standard Sample is to measure the accuracy and precision of the laboratory.

 

11.3

Security

Coolers full of individual sample containers were taken from the field to a secured location to double check the sample IDs and make sure all containers were in good condition prior to shipment to the laboratory. Chain of Custody forms were filled out and included in, or with, the sample cooler.

The coolers were taped closed and hand-delivered to the local courier company (FedEx in El Dorado, AR) for rush delivery to the independent and accredited laboratory: WetLab in Sparks, NV. The laboratory was instructed to confirm receipt of the samples and provide a statement pertaining to the condition of the samples upon receipt. The samples were then coded into the sample stream for analytical work carried out using analytical protocols established between Standard Lithium and WetLab.

 

11.4

Analytical Methodology

Standard Lithium has developed, in conjunction with WetLab’s analytical procedures and capabilities, the Company’s own internal analytical protocols. These include the following analytical work (with the associated ASTM, SM and EPA international and national method code):

 

1.

Limited Lithium Brine Analytical Suite.

 

   

General chemistry: density, pH, carbonate, bicarbonate, TDS (ASTM 1963, SM 4500-H+B, SM 2320B and SM 2540C).

 

   

Anions by Ion Chromatography: chlorite, sulfate (EPA 300.0).

 

   

Sample preparation: trace metal digestion (EPA 200.2).

 

   

Trace metals by inductively coupled plasma optical emission spectroscopy (ICP-OES): Ba, B, Ca, Fe, Li, Mg, Mn, K, Na and Sr (EPA 200.7).

 

2.

Expanded Lithium Brine Analytical Suite.

 

   

General chemistry: density, pH, temperature, carbonate, bicarbonate, TDS, total organic carbon (ASTM 1963, SM 4500-H+B, SM 2550B, SM 2320B, SM 2540C and SM 5310B).

 

Preliminary Economic Assessment of LANXESS Smackover Project    103


   

Anions by Ion Chromatography: chlorite, sulfate, bromide, fluoride (EPA 300.0).

 

   

Sample preparation: trace metal digestion (EPA 200.2).

 

   

Trace metals by ICP-OES: Al, Sb, As, Ba, Be, B, Cd, Ca, Cr, Co, Cu, Ga, Fe, Li, Pb, Mg, Mn, Mo, Ni, P, K, Sc, Se, Si, silica, Ag, Na, Sr, Sn, Ti, V and Zn (EPA 200.7).

WetLab completed the analyses using the following corresponding methods: sample preparation by EPA 200.2; density by gravimetric; pH by SM 4500-H+B; temperature at pH by SM 2550B, carbonate and bicarbonate by SM 2320B; chloride and sulfate by EPA 300.0; TDS by SM 2540C; anions by ion chromatography by EPA 300.0; trace metal digestion by EPA 200.2; and trace metals by ICP-OES by EPA 200.7.

The ICP-OES analytical technique measures excited atoms and ions at the wavelength characteristics. The ICP-OES reporting units are mg/L.

The ICP-OES detection limits of the brine samples are typically reported in parts per billion (ppb) and can extend to parts per trillion (ppt). In the U.S., the regulatory compliance monitoring for ICP-OES is governed by EPA Methods 200.5 and 200.7. EPA Method 200.7 was approved for use as axial view of ICP-OES and is therefore the EPA method for compliance monitoring by ICP-OES. EPA Method 200.8 governs regulatory compliance using ICP-MS.

 

11.5

Quality Control/Quality Assurance

 

11.5.1 

Field Duplicate Sample Comparison

Fourteen field duplicate samples were included along with the 215 total samples collected by Standard Lithium in 2018 and 2019.

The original versus duplicate lithium data were examined using their average percent relative standard deviation (also known as the % coefficient of variation or average RSD%), which is an estimate of precision or reproducibility of the analytical results. The higher the RSD%, the less likely the evaluator is able to distinguish real patterns from noise (or the cumulative effect of geological background variation plus sampling error). An average RSD% value of less than 30% is considered to indicate good data quality.

A comparison of selected elements from the duplicate pairs is presented in Figure 11-1 and Table 11-1. Original-duplicate pairs from the Standard Lithium brine sampling programs had minimum, maximum and average lithium RSD%’s of zero, 7.7% and 2.4%, respectively, which denotes very good data quality (see Table 11-1).

Figure 11-1 shows that the multi-element analytical results of the duplicate pairs have high analytical precision with fitted regression lines (coefficient of determination, or R2) of between 0.7305 and 0.9803, which represent good to excellent analytical precision.

 

Preliminary Economic Assessment of LANXESS Smackover Project    104


LOGO

 

LOGO

 

LOGO

Figure 11-1 Graphical Assessment of the Original-Duplicate Sample Pairs. A-D) Bi-variate Plots of the Original versus Duplicate Analytical Results of Selected Elements. E) Half Absolute Relative Difference (HARD) Graph

 

Preliminary Economic Assessment of LANXESS Smackover Project    105


Table 11-1 Comparison of Lithium Values for 14 Duplicate Pairs

 

Well

   Collect Date     Li (mg/L)      Well      Collect Date     Li (mg/L)  

BSW-10M

     16-10-18       112        Spencer        11-06-18       184  

BSW-10MA

     16-10-18       112        Spencer        11-06-18       165  
     RSD %1      0.0           RSD %1      7.7  

BSW-12M

     16-10-18       254        BSW-20S        11-06-18       203  

BSW-12MA

     16-10-18       232        BSW-20S        11-06-18       194  
     RSD %1      6.4           RSD %1      3.2  

BSW-13M

     15-10-19       299        BSW-14        24-07-18       89.8  

BSW-13MA

     15-10-19       295        BSW-14D        24-07-18       90.9  
     RSD %1      1.0           RSD %1      0.9  

BSW-14

     15-01-19       107        BSW-1M        12-06-18       170  

BSW-14A

     15-01-19       104        BSW-1M        12-06-18       179  
     RSD %1      2.0           RSD %1      3.6  

BSW-14M

     15-01-19       252        CPTA        17-10-18       93.4  

BSW-14MA

     15-01-19       250        CP-Tails        17-10-18       93.3  
     RSD %1      0.6           RSD %1      0.1  

BSW-21S

     16-01-19       258        Spencer        24-07-18       176  

BSW-21SA

     16-01-19       268        Spencer D        24-07-18       177  
     RSD %1      2.7           RSD %1      0.4  

H. Carrol #1

     17-10-18       177        WP-Tails        25-07-18       160  

HC1A

     17-10-18       185        WP-Tails D        25-07-18       156  
     RSD %1      3.1           RSD %1      1.8  

 

1 

RSD% = standard deviation/mean x 100

Figure 11-1 also includes a HARD graph, which shows Half Absolute Relative Difference of lithium between the original and duplicate analytical results expressed as a percentage and sorted from smallest to largest. This is a useful graph for assessing the precision of a set of duplicate samples. As a rule of thumb, pulp duplicates should have a 90% HARD Rank of less than 10% HARD; coarse split duplicates should have 80% less than 10% difference; and field duplicates should have 70% less than 10% difference. The field duplicates from Standard Lithium’s brine sampling programs have excellent precision with 100% HARD Rank having less than a 5% HARD (see Figure 11-1E).

 

Preliminary Economic Assessment of LANXESS Smackover Project    106


To conclude, results of the duplicate pair analysis show that the overall sampling process and analytical precision is excellent, and hence, the sampling uncertainty in the field and laboratory processes is not an issue in this dataset.

 

11.5.2  

Standard Sample Blanks

A total of 11 sample standard blanks were entered randomly into the sample stream by Standard Lithium. All samples yielded lithium values of below the minimum level of detection (2.0 mg/L Li at WetLab). These sample blank results are accurate, as the Standard Sample blanks were composed of store-purchased deionized water, and therefore, contained no lithium. The positive results of this test show there was no contamination induced during the sampling, sample preparation or the analytical work.

 

11.5.3  

Standard Sample Spike Comparison

A total of seven (7) UBC Standard and six (6) Internal Property specific spikes were inserted randomly by Standard Lithium into the sample stream. The purpose of the Standard Sample spikes is to assess the analytical laboratory for accuracy.

The UBC Standard spike was designed to be chemically like Smackover Formation brine from the LANXESS Property. The spike was prepared by the University of British Columbia, on behalf of Standard Lithium, and has a lithium content of 250 mg/L Li in a high-TDS brine. The salts used were >99% analytical purity and include (with cation concentration equivalents): CaCl2•2H2O (30,000 mg/L Ca); lithium chloride (anhydrous; 250 mg/L Li); MgCl2•6H2O (2,500 mg/L Mg); KCl (2,000 mg/L K); NaCl (60,000 mg/L Na); and SrCl2 6H2O (2,000 mg/L Sr) (Prof. J. Hein, pers. comm. 2018).

The Internal Property Specific Standard spike was designed by Standard Lithium by collecting approximately 100 L of brine from a single LANXESS Property sample point (West Plant feed-brine taken on July 25, 2018).

The analytical results of the Standard Sample spikes are presented in Tables 11-2 and 11-3. Control plots of the Standard Sample spikes, with the resulting mean and two and three standard deviations, is presented in Figure 11-2.

Tables 11-2 and 11-3 shows that the RSD% of most of the selected elements, and from both the UBC and Internal Standard Sample spikes, is less than 14.4%. Chlorine, with an RSD% of 33% (UBC Standard Sample), is the one exception; but this element is better analyzed using ion chromatography, which can measure anions as well as cations.

The mean of the UBC Standard Sample, as produced in the laboratory, is 250 mg/L Li. In comparison, the mean of the analyzed UBC Standard Samples (n=7) was 262.7 mg/L Li. The Internal Property Specific Standard (WP-feed sample collected July 25, 2018) was not subjected to round robin analysis at a minimum of six (6) participating laboratories (e.g. Smee 2011), and therefore, does not have a certifiable mean. Rather, Figure 11-2 shows that all Standard Sample spike analytical results (UBC and Internal) plot

 

Preliminary Economic Assessment of LANXESS Smackover Project    107


within two standard deviations of the mean. In addition, the UBC and Internal Property Specific Standard Sample lithium concentration fitted line slopes are low (0.93x and -0.97x for the UBC and Internal Property Specific Standards, respectively).

It is concluded that the low RSD% values, similar mean comparisons, low fitted line slopes and data results within two (2) standard deviations all show the accuracy and reproducibility of the Standard Samples spike analytical results is good to excellent. There is a limited amount of variation and dispersion of lithium in the Standard Sample spike analytical results. Tables 11-2 and 11-3 provide a summary of the standard sample spike analytical results

 

Preliminary Economic Assessment of LANXESS Smackover Project    108


Table 11-2 UBC Standard

 

Assigned
ID

   Sample ID-      Collect Date     Ba
(mg/L)
     B
(mg/L)
     Ca
(mg/L)
     Cl
(mg/L)
     Li
(mg/L)
     Mg
(mg/L)
     Mn
(mg/L)
     K
(mg/L)
     Na
(mg/L)
     Sr
(mg/L)
     TDS
(mg/L)
 
     Original Lab Prepared Sample       NA        NA        30,000        NA        250        2,500        NA        2,000        60,000        2,000        NA  

1

     BSW-23Z        24-07-2018       0.403        <2.0        25,600        189,000        266        3,000        <0.10        2,290        53,200        1,900        310,000  

2

     UBC        16-10-2018       <1.0        <10        29,900        142,000        235        2,230        <0.50        1,880        56,900        1,940        274,000  

3

     UBC        16-10-2018       <0.40        <2.0        39,000        173,000        276        2,200        <0.10        2,470        73,000        2,520        250,000  

4

     BSW-13MC        16-01-2019       <0.80        <4.0        31,900        300,000        280        2,590        <0.20        2,470        68,800        2,350        256,000  

5

     BSW-14C        16-01-2019       <0.80        <4.0        29,400        199,000        258        2,370        <0.20        2,310        56,800        2,180        291,000  

6

     BSW-14MC        16-01-2019       <0.80        <4.0        29,200        316,000        260        2,330        <0.20        2,290        57,200        2,090        254,000  

7

     BSW-21SC        16-01-2019       <0.80        <4.0        30,500        157,000        264        2,270        <0.20        2,360        57,700        2,060        276,000  
        Mean       NA        NA        30,688        210,857        261        2,436        NA        2,259        60,450        2,130        273,000  
     Standard Deviation       NA        NA        3,807        69,155        14        264        NA        212        6,804        212        21,917  
        RSD     NA        NA        12.4        32.8        5.5        10.8        NA        9.4        11.3        10.0        8.0  

NA – No data available

 

Preliminary Economic Assessment of LANXESS Smackover Project    109


Table 11-3 Internal Standard

 

Assigned

ID

   Sample ID      Collect Date     Ba
(mg/L)
     B
(mg/L)
     Ca
(mg/L)
     Cl
(mg/L)
     Li
(mg/L)
     Mg
(mg/L)
     Mn
(mg/L)
     K
(mg/L)
     Na
(mg/L)
     Sr
(mg/L)
     TDS
(mg/L)
 

1

     WP-Feed        25-07-2018       9.79        144        40,000        218,000        166        2,910        5.86        2,640        64,100        2,310        310,000  

2

     BSW-12ME        17-10-2018       8.93        132        35,800        211,000        144        2,850        5.28        2,130        67,600        2,050        335,000  

3

     BSW-12ME        17-10-2018       10.2        146        45,600        201,000        151        3,040        5.72        2,340        87,500        2,760        357,000  

4

     CPTE        17-10-2018       <40        148        43,700        181,000        149        3,030        5.66        2,150        88,000        2,710        314,000  

5

     HC1E        17-10-2018       <40        155        47,000        228,000        155        3,190        5.9        2,210        80,800        2,830        256,000  

6

     WP-STD        16-01-2019       10.1        150        33,400        174,000        153        3,180        5.56        2,340        67,600        2,080        298,000  
        Mean       9.8        146        40,917        202,167        153        3,033        5.66        2,302        75,933        2,457        311,667  
     Standard Deviation       0.6        8        5,481        21,160        7        138        0.23        189        10,789        353        34,332  
        RSD     5.9        5.3        13.4        10.5        4.8        4.5        4.0        8.2        14.2        14.4        11.0  

NA – No Data Available

 

Preliminary Economic Assessment of LANXESS Smackover Project    110


LOGO

Figure 11-2 Control Graphs of Standard Sample Spike Lithium Measurements (solid line)

Note: Dashed lines are defined as the mean, and two and three standard deviations from the mean. Dotted line in (A) represents the original UBC lithium chloride value of 250 mg/L Li that was used to create the spike.

 

Preliminary Economic Assessment of LANXESS Smackover Project    111


11.6

Temporal Assessment of Lithium Data

Sections 9.1.1 and 9.1.2 provide an assessment of the temporal variation in lithium concentrations from the numerous sampling programs conducted by Standard Lithium between June 2018 and January 2019. In summary, the lithium concentrations from individual brine supply wells and Plant brine samples collected at various time periods correlate very well with one another. The data plot within two standard deviations of the mean and/or fitted lithium concentration line slopes are very low.

It is concluded, therefore, that the Smackover Formation brine underlying the LANXESS Property has a homogeneous lithium composition and there is a very minor amount of lithium variation over the seven (7) month brine sample trial testing period. This contention is true for those samples taken on a well-by-well basis and when comparing data values from specific brine access points at the LANXESS Plants.

 

11.7

Other Data: LANXESS Proprietary Core Reports

The author re-iterates from Eccles et al. (2018) that historical proprietary core reports included critical and pertinent information on core plug measurements conducted by independent engineering consultants (Core Laboratories Inc. in Dallas, TX; Delta Core Analysis Inc. in Shreveport, LA; GeoCore Laboratories Inc. in Tyler, TX; GeoCore Laboratories Inc. in Magnolia, AR; and Petroleum Core Services Inc. in Shreveport, LA.). These reports were invaluable in that they included core measurements that included porosity (%) and permeability (mD) on 2,329 core samples collected throughout the LANXESS Property. Some of the core report data also includes: data for oil% in pore space; water% in pore space; bulk oil%; bulk gas%; and bulk water%.

In general terms, the porosity and fluid saturation measurements were obtained for every foot of conventional cores using the Summation of Fluids technique. Horizontal permeabilities were measured on each drilled plug using a steady-state permeameter with nitrogen as the measuring media and a confining pressure of 350 psi.

While these data are proprietary, the author reviewed the data and can confirm the data are statistically relevant in that they show direct correlations between effective porosity and permeability and demonstrate the homogeneous Smackover Formation aquifer conditions underlying the LANXESS Property.

 

11.8

Summary

The geochemical analytical and proprietary core report data were prepared by independent and accredited third-party companies. The resulting quantitative data are used to make inferences on the brine analytical values and hydrogeological characterization of the Smackover Formation aquifer.

The analytical methods carried out by WetLab (geochemistry) and the engineering firms (core plug measurements) are standard and routine in the field of Li-brine geochemical analysis and petrophysical core characterization test work.

 

Preliminary Economic Assessment of LANXESS Smackover Project    112


With respect to confirming geochemical results at various labs, the author notes that Standard Lithium has used multiple analytical laboratories in the past. Previous multi-lab QA/QC test work, however, directed Standard Lithium to utilize WetLab as their primary lab (see discussion in Eccles et al. 2018). In the author’s opinion, the QA/QC conducted during Standard Lithium’s 2018-2019 assay testing is acceptable to assess the precision and accuracy of the data. Nevertheless, Standard Lithium should consider a second laboratory to act as a check laboratory to Wetlabs for future verification of brine analytical testwork.

The author has reviewed the adequacy of the sampling, sample preparation, security and analytical procedures and found no significant issues or inconsistencies that would cause one to question the validity of the data or its use in resource modelling and estimation. The QA/QC protocol adopted by Standard Lithium helped the author evaluate the precision and accuracy of the laboratory data.

 

Preliminary Economic Assessment of LANXESS Smackover Project    113


12

Data Verification

 

 

Data verification procedures were applied by the author on all data pertaining to the resource model and estimate. For completeness, authentication of some of this data is repeated in the current Technical Report from its predecessor report (Eccles et al. 2018). This information, as it pertains to the LANXESS Property, includes: 1) interpretations derived from historical and/or publicly available information, including oil and gas well data; and 2) new information pertinent to recalculating the resource estimate and updating the resource classification, such as multiple rounds of brine sampling and laboratory analyses. These data and the author’s data verification procedures are discussed as follows:

 

1.

Subsurface LAS Logs: Subsurface well data was acquired from three (3) different third-party and Government sources: 1) IHS Markit; 2) AOGC; and 3) ARK-LA-TEX Log Library Inc. A total of 699 electric logs penetrated through the top of the Reynolds Member. A total of 198 electric logs penetrated the entire Reynolds Member. Once geocoded into the proper coordinate space, the existing stratigraphic picks were reviewed for accuracy on a well-by-well basis. The top of the Smackover Formation picks was usually precise. In the few instances where revision was required, the picks were revised by Hill Geophysical Consulting in collaboration with Mr. Eccles (see Eccles et al. 2018). The bottom of the Reynolds Member was almost never picked historically, and hence, this was newly created information specific to this Technical Report.

 

2.

Subsurface Core Report Effective Porosity and LAS Total Porosity Logs: The individual proprietary core reports were reviewed against the original LAS logs to confirm that the depths of the core intervals matched the depth of the Reynolds Member on the log files; no errors were found. Pertinent data such as porosity and permeability information were converted from hardcopy to electronic files by APEX staff under the supervision of the author. While the individual core plug measurement data are proprietary, the information was helpful in assessing and confirming critical Reynolds Member hydrogeological parameters underlying the LANXESS Property.

 

3.

With respect to the LAS porosity logs, 36 wells had density logs and/or porosity logs that could be used for porosity calculations of the Reynolds Member (34 logs within the LANXESS Property and two (2) logs directly adjacent to the Property). To validate the LAS porosity logs, the author tested the LAS total porosity data versus those of the proprietary core reports (n=12 wells that had both LAS and core plug porosity measurements extending through the entire Reynolds Member). The correlation between the effective porosity (proprietary core reports) and total porosity (public LAS files) is excellent, and the author concludes that both sets of data are valuable contributions to evaluate the Reynolds Member ooidal limestone porosity.

 

4.

LANXESS Infrastructure: The author conducted a site inspection at the LANXESS Property on July 24-25, 2018 and visited all brine supply wells on the Property, as well as the South, Central and West Bromine Plants. In addition, the author reviewed brine supply and reinjection well information, including location, depth, brine pumping rates, etc. via files downloaded from the AOGC.

 

Preliminary Economic Assessment of LANXESS Smackover Project    114


 

Importantly, the author confirmed that the entire brine production circuit, consisting of brine supply wells, pipelines, bromine processing plants and reinjection wells, is solely focused on the brine production cycle.

 

5.

Li-Brine Sampling Program and Mineralization: The author participated in Standard Lithium’s July 24-25, 2018 sampling program and observed the brine sampling protocol, insertion of QA/QC samples and submission of the chain of custody of the samples to the laboratory. The author accompanied Standard Lithium personnel to a total of 32 brine access points including individual brine supply wells and selected sample points at the South, Central and West Bromine Plants.

 

6.

During this site inspection, the author collected 10 brine samples from throughout the LANXESS Property for independent analytical testing. The assay results are presented in Eccles et al. (2018). The samples, which were analyzed at ALS in Houston, TX, yielded lithium concentrations between 46 mg/L and 213 mg/L, with an average of 128 mg/L Li. Accordingly, the author was able to verify the Li-brine mineralization at the LANXESS Property.

 

7.

Security: The author reviewed duplicate copies of Standard Lithium’s Chain of Custody records from the field to the courier and from the courier to the laboratory and found no significant issues or inconsistencies that would cause one to question the validity of the security protocols implemented by Standard Lithium.

 

8.

Laboratory Analytical Data: The author reviewed Standard Lithium’s analytical results and all geochemical data in their electronic database by comparing data provided by the Standard Lithium against WetLab’s hardcopy analytical reports or laboratory certificates. The author found no significant issues or inconsistencies that would cause one to question the validity of the data. Any mistakes in Standard Lithium’s conversion of the data from the lab certificates to the electronic database were corrected by the author during preparation of this Technical Report.

To conclude, the author has conducted the necessary due diligence to validate the data used in this report and can confirm the data was generated with proper procedures, has been accurately transcribed from the original source and is suitable for use in this Technical Report. Based on the author’s previous experience and research of Li-brine deposits, and sampling and analytical protocols, the author is satisfied to include this data in the resource modelling, evaluation and estimations as part of the LANXESS Property Li-brine resource estimate.

 

Preliminary Economic Assessment of LANXESS Smackover Project    115


13

Mineral Processing and Metallurgical Testing

 

 

 

13.1

Introduction

Standard Lithium is continuing the development of a processing route to produce battery-quality lithium chemicals from Smackover Formation brine at the Company’s LANXESS Property. The immediate goal of the past and ongoing work is to define the process and engineering parameters required to design and operate a demonstration-scale integrated plant at the LANXESS property. The objective of the demonstration plant is to further confirm the operating conditions and design criteria for the full-scale commercial plant, which will be operated at the same site using the same feed. It will also enable the examination of some processing options and the optimization of key processing parameters.

 

13.1.1 Process

Selection Rationale

Standard Lithium’s Smackover Li-brine project has several unique aspects that require a different approach to processing lithium-bearing brine, as compared to traditional South American salar-based projects. The factors, which affect the selected approach, include the following:

 

   

The climate and terrain in southern Arkansas are not conducive to the construction and operation of traditional solar evaporation ponds. Despite the high average annual temperature (23.5°C), the average humidity is too high (annual rainfall of 126.7 cm); hence, the net solar evaporation rate is inadequate for operation of a traditional solar evaporation pond system. In addition, because there is little flat ground in the area, high capital investment costs for evaporation pond construction would be required;

 

   

Tail-brine re-injection into the Reynolds Member is needed to maintain aquifer pressurization. Bromine recovery from the aquifer brine has been taking place for over 50 years. Tail-brine has been re-injected to the aquifer for the entire operating history of the LANXESS plant operations. Changing the process to solar evaporation ponds would negatively affect the water balance in the Smackover Formation beneath the Project area;

 

   

The tail-brine must be neutralized to pH 5.5 prior to re-injection into the aquifer; the tail-brine that exits the bromine extraction process is acidic (pH is typically 0.6-1.0) and hot (>65°C); and

 

   

The Smackover Formation brines have much higher background levels of alkaline earth elements, as compared to the brines typically found in salars exploited for lithium recovery in South America.

Conversely, the southern Arkansas area and the project site have several attributes that are not commonly found at lithium brine development locations; these allow a wider range of lithium extraction and conversion processes to be considered. These project attributes include the following:

 

   

An existing brine processing business (LANXESS bromine plants) that is well versed in pumping, processing and reinjecting very large volumes of brine, and has successfully done this for several decades;

 

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Access to abundant fresh water for use in chemical processes;

 

   

Immediate access to stable, high capacity and relatively inexpensive electricity;

 

   

Excellent access to low-cost, standard chemical reagents (acids, bases etc.);

 

   

Excellent access to low-cost gas for any required heating operations; and

 

   

An existing large well-trained workforce, skilled in brine handling and processing operations.

To select technologies that work with the project tail-brine characteristics and local conditions, Standard Lithium evaluated several possible process routes to separate lithium from the tail-brine.

 

13.1.2  

Process Overview

Based on the initial technology evaluation stage, a process that uses a stable, fine-grained solid adsorbent material to selectively extract lithium from a brine stream that has undergone relatively minimal pre-treatment was found to be the most promising route (Li et al. 2018). This treatment process produces a substantially purified lithium chloride solution that is concentrated in lithium and similar in composition to that which would be produced from an evaporation route, while preserving the barren brine matrix so that it can be re-injected into the aquifer without negative consequences. From the product lithium chloride liquor, commercial lithium products such as lithium carbonate or lithium hydroxide monohydrate (LiOH•H2O) can be readily produced using commercially practiced processing steps.

Brine processing test work is ongoing, with a view to the design, construction and continuous operation of a larger scale demonstration plant to be deployed at one of the existing LANXESS brine processing facilities in southern Arkansas. The demonstration plant will incorporate all processing steps from brine pre-treatment to production of lithium chloride eluate, and both on-site and off-site conversion to lithium carbonate. Circuit deployment is currently targeted for the second half of 2019 (H2), and it is to operate for approximately one (1) year.

Figure 13-1 is a simplified schematic showing the main process steps in the Demonstration Plant.

 

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LOGO

Figure 13-1 LANXESS Smackover Lithium Brine Project Flowsheet Schematic

The intent of this Section is to discuss the LANXESS Property Li-brine mineral processing test work in accordance with CIM Best Practice Guidelines for Mineral Processing (2011). The level of definition is appropriate to the confidence categories of mineral resources being supported and the current stage of project development.

It is the opinion of the author preparing this section, that the discussion includes an objective level of reasonableness and demonstrates competence and due care in the execution of the metallurgical testwork and Li-brine recovery process steps.

 

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13.2

Historical Testing

To the best of the author’s knowledge, no historical testing regarding lithium recovery from the tail-brine produced at the LANXESS Property has been performed. All testing discussed below was performed for Standard Lithium as part of the current development program.

 

13.3

Lithium Extraction Bench-Scale Testing

The bulk of the bench-scale testing has been carried out by Chemionex Inc., under the direction of Mr. Craig Brown, owner and principal of Chemionex. Mr. Brown has over 40 years of experience in the development and application of ion exchange and adsorption technologies. Ancillary test work, adsorbent synthesis and confirmatory assaying have taken place at SGS Canada Inc.’s (SGS) Lakefield Ontario laboratories. Other discrete phases of bench-scale work (membrane selection/testing, adsorbent characterization and liquid-solid separation) have also taken place at other lab facilities around North America.

The bench-scale testing began in late Q3 2017 and focused initially on technology elimination. Refinement of the selected lithium extraction technology continued throughout 2018, and the ‘bench-scale’ work was scaled-up on multiple occasions and also operated in short-duration semi-continuous campaigns. The main phase of bench-scale work was completed by Q4 of 2018, but certain discrete items of data-gathering continue to be investigated at ‘bench-scale’ in order to refine process parameters.

The bulk of the initial bench-scale testing work was performed on the ‘Tetra-Feed’ brine, whose chemical analysis is shown in Table 13-1 below. This brine was sourced from the project site in southern Arkansas (a small slipstream of tail-brine produced by LANXESS’ West Plant) and was transported in a 1,000 L intermediate bulk container (IBC). No precipitation or other change occurred in the brine during its transport or storage at the testing facilities.

 

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Table 13-1 Average Tail-Brine Composition from LANXESS Bromine Plants and Standard Lithium Testing Feeds

 

Parameter

   Units     LANXESS Bromine Plants      Tetra Feed      LISTR-2 Feed  
           Central      West      South                

Lithium (Li)

     mg/L       130        154        200        152        210  

Potassium (K)

     mg/L       1,852        2,403        2,513        2,260        2,295  

Sodium (Na)

     mg/L       60,900        67,730        66,470        70,200        67,100  

Magnesium (Mg)

     mg/L       2,795        2,973        2,676        3,540        2,920  

Calcium (Ca)

     mg/L       31,917        35,029        36,171        35,900        34,950  

Barium (Ba)

     mg/L       3.15        10.0        6.74        11        13  

Strontium (Sr)

     mg/L       1,813        2,149        2,161        2,180        2,105  

Chloride (Cl)

     mg/L       160,000        183,290        172,290        —          —    

Sulphate (SO4)

     mg/L       <2,000        <2000        <2000        390        —    

Boron (B)

     mg/L       132        146        168        176        193  

Total Dissolved Solids

     mg/L       290,500        301,430        305,290        317,000        —    

pH

     pH units       1.21        1.09        1.01        0.81        6.20  

Density

     g/cm 3      1.18        1.19        1.18        1.19        1.17  

Temperature (field measured)

     Celcius       52.1        67.1        62.3        —          —    

Notes: The test results presented for the South, Central and West Bromine Plants are averages of up to seven sampling events that were conducted between June 2018 and January 2019. Samples were collected from a sampling point located in the pipeline immediately downstream of the bromine-recovery towers and prior to addition of any base. Analysis of tail-brine samples was conducted by WETLAB – Western Environmental Testing Laboratory, located in Reno, NV. Analysis of the two (2) testing feed-brines (Tetra and LiSTR-2) was carried out by SGS in Lakefield, ON.

 

13.3.1  

Findings from Bench-Scale Testing

Several key findings and outcomes from the bench-scale testing are:

 

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The solid, inorganic powder adsorbent could be easily prepared at the SGS laboratories in the amount of tens of kilograms, using routine laboratory equipment and reagents;

 

   

The fine-grained, solid, inorganic powder adsorbent preferentially removes lithium ions from the feed brine, at both ambient and elevated temperatures;

 

   

The practical pH range for efficient adsorption of lithium from the tail-brine is 7.0 to 7.8, confirming published literature;

 

   

Base (caustic or ammonia) needs to be added to the loading reactor(s) during the lithium extraction process to maintain the target adsorption pH;

 

   

The lithium-loaded adsorbent solids can be removed as a slurry from the loading reactor tank, separated from the barren brine, and washed using clean water to remove any residual brine entrained by the fine solids;

 

   

The lithium-depleted barren tail-brine can be separated from the loaded adsorbent slurry using submerged microfiltration (0.1 µm to 10 µm) membrane units. This prevents entrainment of the adsorbent solids in the barren tail-brine stream. The membrane filters are commercial units (used at large scale in existing municipal and industrial waste water projects);

 

   

The loaded adsorbent slurry can be pumped to the elution reactor. Lithium is released from the adsorbent by contacting with a hydrochloric acid solution of moderate strength which, at the same time, regenerates the adsorbent; and

 

   

The composition of the lithium chloride eluate solution is broadly similar to that produced by classical evaporation pond processing, with the exception that certain residual contaminants found in the South American resources (e.g. boron), are not further concentrated by the selective extraction process.

Based on these findings, a provisional patent to protect the lithium extraction process for the Smackover brines was filed in December 2017, and a full, non-provisional US and PCT patent was filed in December 2018.

 

13.4

Lithium Extraction Mini-Pilot Testing

The bench-scale lithium extraction process equipment, as discussed in Section 13.3 above, was scaled up by a suitable scaling factor, and was reconstructed at SGS Lakefield Ontario laboratory. The equipment was reconfigured so that it could be operated continuously (i.e. 24 hours/day, 7 days/week). The principal purpose of the mini-pilot plant work was to better understand the continuous solid/liquid handling aspects of the process in order to complete the design of the large-scale demonstration plant.

The tail-brine feed used for the mini-pilot work was sourced from the LANXESS South Plant and shipped in ten IBC’s (total volume 10 m2) from Arkansas to SGS in Q1 of 2019. The composition of the brine is provided as ‘LiSTR-2 Feed’ in Table 13-1. No precipitation or other change occurred in the brine during its transport or storage at the testing facilities.

The brine was used in the mini-pilot plant at ambient temperature, without any prior filtration or pre-treatment. The mini-pilot plant campaign operated during March 2019, and ran continuously for three

 

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(3) weeks, 112 hours per week, with only short stoppages to address mechanical issues and to change operating conditions. For the first two weeks, one adsorbent sample was used. This was replaced with a second sample that was tested in the third campaign week. The continuous circuit operated at a feed flowrate of 240 L per hour. This would have required a very large volume of brine to be transported and then disposed of; therefore, initially, lithium chloride, via a master solution, was added to the produced barren brine, which was then recirculated to the loading reactor. For the final shifts in the campaign, fresh feed brine was processed on a once-through basis, as would be the case in the on-site operations. Both sodium hydroxide and aqueous ammonia were successfully tested as pH control reagents.

 

13.4.1 Findings

from Mini-Pilot Testing

Key findings and outcomes from the mini-pilot testing are:

 

   

pH can be continuously controlled directly in the adsorption reactor(s) by addition of a base;

 

   

Both sodium hydroxide and ammonia could be used, but ammonia was the preferred reagent for pH control during the loading stage;

 

   

The solid, inorganic powder adsorbent, produced by an independent commercial manufacturer exhibited good lithium selectivity, and excellent settling characteristics;

 

   

From the suite of commercially-produced adsorbent samples, a relationship between physical properties and adsorption capacity was established and this relationship can be used to help monitor the manufacturing process to obtain an adsorbent with the desired properties;

 

   

The required residence time in the loading reactor(s) for the adsorbent is less than one hour at ambient temperature;

 

   

No supplementary heating of the tail-brine or reactor tanks is required for the process;

 

   

The best way to separate the fine loaded adsorbent from the barren brine is to use a combination of membrane filtration and counter-current decantation (CCD) to wash brine out of the loaded adsorbent and to thicken it ahead of the next processing step

 

   

The membrane filters were successful in efficiently separating the loaded adsorbent from the barren brine on a continuous basis, and were found to operate robustly without any signs of blockage by the relatively fine adsorbent material or degradation by the chemical conditions;

 

   

The membrane filters were successful in efficiently washing and providing initial thickening of the lithium-loaded adsorbent;

 

   

Additional thickening of the washed and loaded adsorbent prior to stripping could be achieved by gravity settling in standard thickener/clarifier tanks;

 

   

Vacuum filtration could also be used to dewater the loaded (or eluted) adsorbent slurry;

 

   

The washed and thickened lithium-loaded adsorbent could be pumped as a slurry into the stripping reactor;

 

   

Stripping and regeneration of the adsorbent could be completed under less-acidic conditions than previously understood;

 

   

The regenerated, washed and thickened adsorbent could be pumped as a slurry back to the start of the process to be used in the loading reactor(s);

 

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Particle size analysis showed no appreciable change in particle size distribution or particle degradation for the duration of the mini-pilot program; and

 

   

The lithium extraction process could be run in a continuous fashion, could be stopped, and could then be re-started with minimal additional effort.

Data gathered during the mini-pilot program were used to refine the overall flowsheet, and as a result, several changes were made to the design and construction of the large-scale Demonstration Plant.

13.5 Lithium Chloride Conversion Testing

The concentrated lithium chloride solution, from the stripping stage, undergoes removal of residual hardness (low levels of residual alkali and alkaline earth metals) using industry standard purification methods to produce a high-purity lithium chloride solution. The purified lithium chloride solution produced by polishing is suitable for application of the industry-standard carbonation process. Typically, this involves adding soda-ash (sodium carbonate) to the lithium chloride solution. Heating reduces the solubility of the precipitated lithium carbonate, which is subsequently removed by filtration. The lithium carbonate is further purified through several stages, including further carbonation, bicarbonation and hot washing, followed by sizing, drying and packing, to produce a saleable lithium carbonate product meeting the offtake partner’s specifications. These final product preparation steps are analogous to those currently used in operating lithium brine projects and are typically carried out using equipment and processes provided by Vendors/Original Equipment Manufacturers (OEMs) familiar with the application.

The batch crystallization and purification process was developed by the lithium industry in the 1960s, and was designed for end-uses that did not require very high purities. The global growth in use of lithium chemicals is based predominantly on the adoption of lithium ion batteries, and these end-uses typically require more exacting purity targets.

In order to assess whether alternative crystallization techniques may be helpful in reaching higher levels of purity, Standard Lithium is also in the process of examining an alternative precipitation technology with fewer purification steps. As previously announced, Standard Lithium (Standard Lithium Ltd. 2018d) have been involved in testing a novel continuous crystallization process. This work has been completed in collaboration with researchers from the University of British Columbia (UBC), specifically Professor Jason Hein. This new process, which has been dubbed ‘SIFT’, has the advantage over the conventional purification route in that it can start off with a contaminated (with elements like calcium and magnesium) lithium chloride solution and produce high grade lithium carbonate in fewer process steps and with reduced chemical additions.

The initial proof-of-concept testing work was completed at bench-scale in the Chemistry Department of UBC from late 2017 through to the summer of 2018. This work was then scaled-up by Saltworks Technologies to a prototype-pilot scale and was successfully operated from September to

 

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December 2018. A larger, Demonstration Plant is currently undergoing engineering design, and it is expected to be deployed to the Arkansas plant site by early Q1 2020.

13.5.1 Findings from Lithium Chloride Conversion Testing

Several key findings and outcomes from the SiFT lithium chloride conversion testing are not available for public disclosure at this time, but the following key points can be made:

 

   

Simple washing of lithium carbonate crystals formed from a relatively impure LiCl starting solution resulted in >99.56% pure crystals; and

 

   

Additional dissolution/recrystallisation stages, and/or starting from a purer solution (as is typically done), and/or additional post-crystallisation washing will likely improve end product purity substantially.

Additional bench-scale testing is being completed to ascertain the most efficient way to improve final product quality. The technology is subject to an assignment agreement between Standard Lithium and UBC, and provisional patent(s) are currently being submitted.

13.6 Process Testing QA/QC

Prior to the mini-pilot plant campaign, analytical determinations were carried out by Chemionex, using standard solution analysis instrumental techniques; principally, atomic absorption spectrometry. For more important determinations, duplicate samples were submitted to SGS for analysis using their standard protocols, which they developed based on their experience working on numerous lithium projects; principally, ICP-OES. All of the samples collected during the mini-pilot plant program were analyzed in the SGS laboratory. Rush control assays were produced within two (2) to four (4) hours of sampling, and for less important streams, results were available within 24 hours. As part of their rigorous internal quality control program, SGS assays one sample from each submitted sample set, twice. These duplicate results, normally used internally by SGS for quality control, were made available to Standard Lithium. Furthermore, Standard Lithium provided a synthetic lithium brine standard solution that was prepared at the University of British Columbia from reagent grade chemicals. Subsamples of this standard brine were included in two (2) of the six (6) sample sets submitted to SGS each day during the mini-pilot plant campaign. All analytical data received by SGS were within acceptable QA/QC parameters for precision and accuracy.

SGS laboratories also provided services to characterize some of the different adsorbent samples that were prepared or procured. The services included particle size analysis (Malvern Laser Particle Size Analyser), optical and scanning electron microscopy to look at particle morphology, and X-ray diffraction to determine crystal structure. The UBC chemistry department carried out advanced XRD studies, which examined the structure of a suite of adsorbent precursor samples.

Metallurgical testing, specifically settling tests, filtration tests and pulp rheology measurements, were carried out by SGS.

 

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Vacuum belt filtration of loaded adsorbent was tested during the mini-pilot campaign using test filters provided by two filter manufacturers.

Throughout the process test work described, the author made the following visits:

 

   

Visited the Chemionex laboratory on several occasions;

 

   

Was present at SGS throughout much of the mini-pilot work;

 

   

Visited the UBC laboratory and the prototype SiFT pilot plant at Saltworks; and

 

   

Visited two commercial adsorbent supplier manufacturing plants.

13.7 Process Scalability

As the process flowsheet (developed by Standard Lithium and their technical team) deviates from that used by typical arid salar brine operations, some consideration must be given to the potential scalability of the process contemplated. Iterations completed to date, i.e. bench-scale and mini-pilot plant demonstration, have all involved an approximate two (2) orders of magnitude (i.e. 100x) scale change at each step. A similar increase in design scale is contemplated to progress the Demonstration Plant to a commercial facility (i.e. 50 to 5,000 US gpm input flow rate). These scaling factors are acceptable in engineering design.

To date, no issues with process scale-up have been identified. It is feasible, and should not present any processing challenges, to divide the large flows into smaller parallel flows, should that be required for the full-scale plant.

13.8 Process Technical Risks and Mitigation Measures

Similar to all lithium brine processing projects (including those using ‘conventional’ evaporation ponds), there exist several risks that will need to be addressed or resolved as the project moves through the usual development stages:

 

   

Security of brine supply and bromine plant operation continuity – discussion of these topics is covered in Section 24;

 

   

Security of adsorbent supply – two commercial suppliers have been identified, one of which is being used to supply the large-scale Demonstration Plant. The production technology to make the adsorbent is analogous to commercial techniques used with other commodities and requires standard equipment and conditions that should be reproducible by a number of custom chemical commodity producers;

 

   

Adsorbent robustness—in the mini-pilot plant test program, adsorbent samples were taken once a day for determination of the particle size distribution. It was found that over the course of more than 10 operating days, there was some loss of very fine material, probably left over from the manufacturing process, and some slight size reduction in very coarse material. In general, there was relatively little change in the cumulative size distribution curves, indicating that physical degradation

 

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was not taking place at a measurable rate. It should be noted, that the process has been designed specifically to work with a fine-grained material. If longer term testing during the demonstration phase shows some physical degradation of particle size, this should not affect the fundamental performance of the process. In the mini-pilot plant campaign, two (2) different adsorbents were tested. The adsorbent capacities matched expected values from bench testwork and values predicted from the correlation between adsorbent physical properties and capacity. Loading remained consistent over the ten-plus day operating period using the first adsorbent material, with no evidence of any progressive decline in capacity. Similar results were obtained with the second adsorbent charge, used for over three (3) days. These results increased the level of confidence that the adsorbent could be successfully cycled through the process many times. An important objective of the Demonstration Plant will be to further confirm that the adsorbent retains its capacity and can be cycled indefinitely. The results also showed that the process was robust in terms of sensitivity to adsorbent properties and that process operating conditions could be readily adapted as required by possible variations in adsorbent properties;

 

   

Effect of lithium feed concentration on loading—to test the effect of lithium grade variability on the loading/extraction performance, the concentration of lithium in the feed was allowed to vary widely during the mini-pilot plant campaign. The testwork demonstrated that the lithium bite (the difference between the feed and barren brine lithium concentrations) remained quite constant. The bite was more dependent on other operating conditions than on feed lithium concentration; therefore, it is concluded that lithium production will be relatively insensitive to lithium concentration until the point where all lithium is being extracted;

 

   

Effect of operating temperature—bench testwork on adsorption has been carried out at the expected commercial operating temperatures, while mini-pilot plant testwork has only been carried out at ambient temperature. The literature demonstrates that adsorption capacity improves with temperature. Testwork by a filter manufacturer using adsorbent samples supplied by Standard Lithium has shown that filtration also improves with temperature. Meanwhile, settling results are also being generated at the expected operating temperatures. Based on these results, it is anticipated that the operation will be enhanced physically and chemically at higher brine temperatures in the large-scale Demonstration Plant; and,

 

   

Robustness of the membrane separation of adsorbent from brine—over the entire three-week operating period, there was no evidence of membrane filter blockage. Barren brine flux through the membrane did not decrease. Pressure drop across the membrane did not increase. At the end of the campaign, when the membrane filter was removed from the loading reactor, no solids build-up was found. These results significantly increase the level of confidence in the fact that the membrane filters are robust and will continue to operate as designed.

13.9 Conclusions

Standard Lithium has commissioned testwork to understand the functioning of the selective lithium adsorbent it intends to use, as well as to have a thorough grasp of the conditions and requirements to manufacture good quality adsorbent. This work has been carried out in commercial laboratories, with

 

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established reputations in the development and testing of hydrometallurgical processes for metal recovery from solution. The QP has visited the facilities performing the work and considers the processing samples representative of the feed brine composition and deposit-type and is confident that the quantity and quality of the test work completed at this stage of project evaluation is sufficient to the level of resource classification presented in this Technical Report.

At present, the testwork continues to further expand the knowledge base and understanding of the underlying processes and contributes to the development of the design parameters for a Demonstration Plant that will be assembled on-site at the source of the feed brine. The purpose of the continuously-operating Demonstration Plant will be to establish process robustness and to evaluate long-term adsorbent life, while further optimizing operating conditions. Most of the design parameters for the Demonstration Plant have been developed from the bench and mini-pilot plant testing and the Demonstration Plant will further define the design parameters and expected capital and operating costs for the commercial operation.

 

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14 Mineral Resource Estimates

 

 

The maiden LANXESS resource estimate prepared by Eccles et al. (2018) is replaced and superseded by this, current, 2019 Technical Report prepared for Standard Lithium and their LANXESS Property.

New information provided by Standard Lithium forms the basis for revising and reclassifying the resource estimate and includes the following:

 

1.

Additional and chronologically repeated LANXESS Property brine assay geochemical results that are discussed in Section 9.1.

 

2.

Disclosure of lithium extraction technological processing results, as conducted by Standard Lithium on brine from the LANXESS Property, which are discussed in detail in Sections 13 and 17.

For reporting completeness, the Mineral Resource Estimation presented in this Technical Report utilizes geological information provided in Eccles et al. (2018). To explain to the reader the information repeated from Eccles et al. (2018) versus new information, the authors refer to their six-step confined aquifer Li-brine resource estimation methodology (see Section 14.1) in the ensuing points:

 

   

The following Resource Estimation Steps are repeated (i.e. no new information) from Eccles et al. (2018):

 

   

Step 1 (3D geological modelling and definition of the Smackover Formation aquifer; Section 14.3);

 

   

Step 2 (porosity block-modelling; Section 14.4); and

 

   

Step 3 (hydrogeological characterization; Section 14.5).

 

   

The following Resource Estimation Steps are revised and include new data, information and concepts to recalculate and reclassify the Li-brine mineral resource at the LANXESS Property:

 

   

Step 4 (lithium concentration; Section 14.6);

 

   

Step 5 (resource classification and reasonable prospects; Sections14.7.2 and 14.7.3); and

 

   

Step 6 (mineral resource estimate; Section 14.7.5).

In addition, the reader should note that the geostatistical detail of the Step 2 block modelling is not included in this Technical Report. The reader is invited to review Eccles et al. (2018) for a complete discussion on the block modelling process and parameters.

14.1 Introduction and Resource Estimation Steps

Statistical analysis, 3D modelling and resource estimation were prepared by Mr. Black, M.Sc. P. Geo. of APEX, under the direct supervision of Mr. Eccles, M.Sc. P. Geol. The 3D block model was used to estimate total in-situ brine, to complete the statistical analysis and calculate the resource estimation. The workflow implemented for the calculation of the LANXESS Li-Brine Resource Estimate was completed

 

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using MICROMINE (v 18.0), a commercial mine planning software. Supplemental data analysis was completed using Anaconda Python distribution (Continuum Analytics Inc.) and contributions made by Mr. Black to the Python module for geostatistical modelling, pygeostat (CCG 2016). Mr. Eccles participated in the estimation process, reviewed all data and methodologies and takes responsibility for the mineral resource presented in this Technical Report.

Critical steps in the determination of this LANXESS Li-brine Resource Estimate include the following:

Step 1: Define the geometry and volume of the Reynolds Member (upper Smackover Formation) aquifer;

Step 2: Develop a block model of porosity within the Reynolds Member to best represent the geology of the aquifer, and robustly calculate the total volume of brine;

Step 3: Characterize the hydrogeology of the Reynolds Member subsurface, confined aquifer;

Step 4: Determine the concentration of lithium in the brine; and

Step 5: Demonstrate that reasonable prospects of economic extraction are justified; and,

Step 6: Estimate the lithium resource of Reynolds Member brine underlying the LANXESS Property using the following relation:

Lithium Resource = Total Volume of Brine-Bearing Aquifer X Average Concentration of Lithium in the Brine X Average Porosity.

Steps 1 and 3 to 6 are common minimum practice steps completed in Li-brine resource modelling and estimation. Step 2 is a value-added geostatistical approach to model the Reynolds Member aquifer that provides a more robust calculation of the total volume of brine used in the resource estimate; the block modelling approach was to best mimic the geology (porosity) of the aquifer, and robustly, calculate the total volume of brine, increasing certainty in the resource estimate.

The LANXESS Li-Brine Resource Estimate is reported in accordance with NI 43-101 and has been estimated using the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (2003) and CIM Definition Standards for Mineral Resources and Mineral Reserves (2014). Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

The Li-brine resource is also reported in compliance with the CIM Best Practice Guidelines for Resource and Reserve Estimation for Lithium Brine (2012). This guideline provides specific criteria for Li-brine modelling and estimation on ‘unconfined’ continental brine deposits (i.e. salars); however, the LANXESS Li-brine resource is a ‘confined’ brine deposit as it occurs at depths >2,130 m, with the aquifer bound by aquitards directly above and below. Accordingly, the author has considered all criteria of the CIM Best Practice for Resource and Reserve Estimation for Lithium Brine and used professional judgement in applying them to a ‘confined’ aquifer.

 

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14.2 Data

14.2.1 Subsurface Geophysical Wireline and Seismic Data

The subsurface well data was acquired from three (3) different sources: 1) Depth registered logs from IHS Markit (a software program that allows users to access raster and digital logs); 2) the Arkansas Oil and Gas Board; and 3) the ARK-LA-TEX Log Library Inc. These logs were scanned, and depths registered.

The geographic land grid used to format and interpret the well data was from the USGS Topo series, using the NAD 27 Arkansas South 302 projection. The well data were loaded and interpreted in PetraTM geological interpretation software.

Summary statistics of the well data include the following:

 

   

3,412 wells have been drilled into the subsurface in the general LANXESS Property area.

 

   

1,004 wells were deep enough (2,135 m) to penetrate the Smackover Formation.

 

   

699 wells had electric logs available within the LANXESS Property that included the top of the Smackover Formation.

 

   

198 wells had electric logs available within the LANXESS Property that included the base of the Smackover Formation Reynolds Member.

 

   

36 wells had density logs and/or porosity logs that could be used for porosity calculations of the Smackover Formation Reynolds Member (34 logs within the LANXESS Property and two (2) logs directly adjacent).

Paper prints of proprietary seismic data were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software. The seismic lines were corrected for time, phase and amplitude.

14.2.2 Lithium Assay Data

Li-brine assay data, which are pertinent to calculating an average lithium value for the Reynolds Member, include the analytical results of the following:

 

   

90 brine samples collected from 25 of the 26 brine supply wells at the LANXESS Property during four (4) to five (5) separate sampling programs conducted by Standard Lithium; and

 

   

87 brine samples collected from Bromine Plants brine access points during eight (8) separate sampling programs conducted by, or on behalf of, Standard Lithium.

The sampling programs and their analytical results are discussed in Section 9.1. The geochemical sampling program results provide a temporal assessment of lithium concentrations in the Smackover Formation (Reynolds Member) brine. For resource assessment, the analytical results provide lithium concentrations of the in-situ Li-brine for resource estimation (via brine supply wells).

 

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14.2.3 Porosity and Permeability Data

Porosity data available to the authors included:

 

   

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

   

Historical permeability data that vary from <0.01 to >5,000 (mD), with an average of 338 mD;

 

   

2,329 proprietary core plug samples from brine supply wells and injection wells within the Reynolds Member at the LANXESS Property were analyzed for permeability and effective porosity and yielded an overall average permeability of 202 mD and an effective porosity of 11.2%; and

 

   

14,314 Reynolds Member total porosity values based on publicly available LAS density/porosity logs from wells within the LANXESS Property that have an average porosity of 11.3%.

As part of resource modelling, the authors included the effective and total porosity data values from the core measurements and LAS log files from wells that were within the boundaries of the LANXESS Property. The spatial and statistical evaluation of this data with respect to resource modelling is presented in Section 14.4 and Section 14.5.1.

14.2.4 Data QA/QC

The well locations were vetted using aerial photos and survey plots, where needed. The well logs were loaded into the workstation and vetted to ensure that the proper logs were attached to the well. Three (3) wells from IHS Markit were incorrect and were fixed. Logs from other sources were vetted before being loaded into the workstation. Formation tops were identified (picked) by Tom Wyche of Hill Geophysical Consulting and Mr. Eccles. The formation top picks were vetted by making grid maps and looking for outlier points. The few outlier’s that were found were corrected before importing the picks back into the working subsurface model.

Thirty-one of the wells had density porosity logs that logged the entire Reynolds Member. These logs were digitized using Logscan software by Hill Geophysical Consulting staff, in collaboration with Mr. Eccles. Logscan allows digitization of raster log images. The raster image is placed in the background as the software traces the log’s curve in automatic mode. The operator then corrects any errors using a manual picker. The density porosity logs from the LANXESS Property were good images and easy to digitize.

The seismic data was vetted upon loading into the Kingdom® software. This involved assigning shot point numbers, as seen on the paper prints, to the digital data traces once they were loaded. No problems were encountered.

With respect to the brine geochemical sampling programs, Standard Lithium implemented QA/QC protocols that included field duplicate samples, field blanks and the random insertion of two sets of Standard Sample spikes to test the precision and accuracy of the laboratory.

 

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The author has reviewed all geotechnical and geochemical data and found no significant issues or inconsistencies that would cause one to question the validity of the data. Third-party laboratory and/or engineering reports, government and/or data contributed by LANXESS was generated with proper procedures, has been accurately transcribed from the original source and is suitable for use in this Technical Report.

An in-depth investigation of the hydrogeological characterization of the confined aquifer is presented in Section 14.4. The author notes that effective porosity is congruent to specific yield and that the correlation between the effective porosity (proprietary core reports) and total porosity (LAS files) is excellent. As a result, the author concludes that both sets of data are valuable contributions to evaluate the Reynolds Member ooidal limestone porosity.

Mr. Eccles P. Geol. conducted a site inspection of the LANXESS Property on July 24-25, 2018. In addition to collecting brine samples for confirmation of Li-brine mineralization, the site visit validated the LANXESS Property’s brine infrastructure. The results of the author-collected brine samples correlate well with Standard Lithium’s June and July 2018 sample program results. Accordingly, the author was able to verify the Li-brine mineralization at the LANXESS Property and the analytical Li-brine concentrations used in this resource estimation.

14.3 Step 1: Geometry of the Reynolds Member Domain

The subsurface geological modelling and construction of the top and base of the Reynolds Member aquifer model, presented in this Technical Report, utilized electronic geophysical data from the following:

 

1.

699 wells to make stratigraphic picks to delineate the top of the Reynolds Member domain.

 

2.

198 wells to make stratigraphic picks to delineate the base of the Reynolds Member domain.

The methodology and results of this work is presented in the text that follows.

Once all subsurface data were loaded and vetted, Hill Geophysical Consulting staff, in collaboration with Mr. Eccles, used best practice industry interpretation methods to depict the stratigraphic top and base of the Reynolds Member domain and create contoured surface grid files for insertion into the 3D model.

Multiple cross-sections were generated in the study area to understand and define the key geological horizons (see Section 7.4) and the entire log was viewed for each well. Shallow and deep horizons were picked, and geological correlations were straight forward for defining the Reynolds Member. The top Smackover Formation and base Reynolds Member ooidal massive porosity have distinct, sharp log changes that were consistently picked throughout the study area.

Once the stratigraphic horizons in the logs were picked, to the satisfaction of the loggers, simple grid maps were made to check the picks. Questionable picks were studied and fixed if needed.

 

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The geological information (logs and formation ‘top’ and ‘base’ picks) were loaded into Kingdom® software. The well data were tied to the seismic data using synthetic seismograms. A good tie was established for the top of the Smackover Formation reflector.

As a complementary approach to mapping the Reynolds Member aquifer, the authors used proprietary seismic data within the boundary of the LANXESS Property to support the regional dip of the reflectors and overall delineation of the Reynolds Member domain. Converting seismic time values to depth values was accomplished using Kingdom’s depth conversion routine. The well formation tops were contoured with the seismic data to establish velocity fields. The velocity fields in this area were simple due to the general nature of gentle regional dip with no faulting.

In the author’s opinion, the contouring of the linear (seismic) and random (well) data stratigraphic picks in Kingdom® resulted in a sufficient representation of the Reynolds Member. The resulting surface grids for the top and base of the Reynolds Member domain required very little editing. Some minor editing of the contours was made to reduce any artefact irregularities in the surface grids, which were minimal.

There were no faults in the study area, making the interpretation straight forward and simple. This observation is important as there are negligible faults to complicate groundwater flow within the Reynolds Member in the LANXESS Property.

Hill Geophysical Consulting provided contour files, representing the top and bottom surfaces of the Reynolds Member ooidal massive porosity at 3 m intervals. These data were reviewed by Mr. Eccles, who takes responsibility for their inclusion in the resource estimation process. The contour files are used to construct a 3D wireframe of the Reynolds Member that is used to define the LANXESS estimation domain (see Figure 14-1). This domain boundary has been clipped to the Property boundary and provides the starting point to evaluate the total volume of brine in the Reynolds Member aquifer underlying the LANXESS Property.

Based on the surface grid layers that define the top and bottom of the Reynolds Member, the total volume of the Reynolds Member aquifer within the LANXESS Property is 30,427 km3.

14.4 Step 2: Estimate of Total Brine in the Reynolds Member Domain

The next step in the resource evaluation is to estimate how much brine is contained within the confined aquifer. Key criteria to calculate this value include: 1) percentage of brine versus other liquids (i.e. hydrocarbons); and 2) porosity of the rock units within the aquifer.

 

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LOGO

Figure 14-1 Orthogonal View of Property Boundary (blue line), Drillhole Collars (circles), Drillhole Traces (black lines), and Interpreted Reynolds Member (orange solid). Vertical exaggeration of 5.1

 

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The brine supply wells produce trace (<1%) to no oil, gas and/or condensate. This observation was confirmed during the author’s site inspection and participation in Standard Lithium’s July 2018 brine sampling program. Accordingly, porosity is the main consideration in the estimation of the total brine in the Reynolds Member domain.

Data associated with the LANXESS Property is bolstered by the abundance of effective and total porosity measurements, including the following:

 

   

1,935 historical porosity measurements, many of which are effective measurements;

 

   

2,329 effective porosity measurements at 0.3 m intervals; and

 

   

14,314 total porosity values via LAS density and porosity logs.

In the evaluation of this data, the authors have demonstrated that comparisons between the measured and average values of geophysical wireline logs (total porosity) and proprietary independent core measurements (effective porosity) correlate exceedingly well. The core plug and porosity logs average 11.2% and 11.3% porosity and downhole comparisons are excellent (see Sections 7.5 and 12). Accordingly, the author considers this porosity data to be of high-quality. This is important because in a confined aquifer, the effective porosity is congruent to specific yield (e.g. Johnson 1967; Kruseman and de Ridder 1994); hence, porosity is an effective measurement for hydrogeological modelling (see Section 14.5). Subsequently, the author developed a 3D porosity block model to estimate the total brine in the Reynolds Member domain. Refer to Appendix 2 of Eccles et al. (2018) for geostatistical detail on the development of the porosity block model.

The objective of the porosity block model was to develop a block model of the stratum within the Reynolds Member domain to define horizons/areas of porous rock versus non-porous rock types. As an example, porous strata are equivalent to classic Reynolds Member ooidal grainstone (16-23%) that define geological horizons that are most proficient in releasing brine from storage within the confined aquifer (Manger 1963). Conversely, non-porous strata could be related to clay, mudstone and anhydrite-rich horizons that are not as proficient in storing brine in comparison to the ooidal horizons.

In this instance, rather than assuming that ‘average porosity’ accurately represents the in-situ brine within the Reynolds Member aquifer, a spatial statistics approach has been adopted to estimate brine volume on a block-by-block basis, where each block is assigned a porosity value that best represents the geological substrate.

The total brine volume within the Reynolds Member domain is 3.515 km3 (see Table 14-1). The total volume of brine within the Reynolds Member domain was calculated by multiplying each block’s estimated porosity value by its volume within the Reynolds Member domain (as specified by the calculated block factor). The domains total brine volume was then calculated by summing the volume of brine contained within each block. It is assumed that all pore space is occupied by brine. This is a reasonable assumption because LANXESS’ production focus is on brine and virtually no oil or gas is produced from the brine supply wells.

 

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Table 14-1 Total Brine Volume within the Reynolds Member Domain at the LANXESS Property

 

Reporting Parameter

   South Unit      Central Unit      West Unit      Total In Situ Volume
(km3)
 

Aquifer volume (km3)

     5.828        8.289        16.310        30.427  

Brine volume (km3)

     0.689        0.995        1.835        3.515  

14.5 Step 3: Hydrogeological Characterization of the Reynolds Member, Smackover Formation

The Reynolds Member of the Jurassic Smackover Formation represents a large-scale confined aquifer that is bounded by two aquitards. The basal aquitard is defined by the Lower Smackover Formation, or Brown Dense, which underlies the Middle Smackover and Reynolds Members. The Brown Dense is composed of fine-grained lime mud (see Section 7.3). Underlying the Brown Dense, basin-wide restriction resulted in deposition of a thick succession of the Louann Salt that covers much of the Gulf of Mexico region (see Section 7.1).

Cross-formational fluid movement above the Smackover Formation is restricted by the Buckner Formation, which consists of anhydrite and shale (Moore and Druckman 1981; Vestal 1950). The overlying Buckner Formation acts as a top seal for hydrocarbons and brine (Parker 1973). The oil, gas and brine are contained within the Reynolds Member creating a confined aquifer.

Because the Smackover Formation has been subject to decades of hydrocarbon and brine exploration, hydrogeological conditions are well studied, with an abundance of information in the public domain. The hydrogeological properties of the Reynolds Member are discussed in more detail in the following sections.

14.5.1 Porosity

Multiple sources of information were used to assess the porosity of the Reynolds Member, including: LAS density and porosity logs; published Government, academic and journal literature; and independent laboratory analysis conducted on well cores from within the boundaries of the LANXESS Property. The authors have reviewed this data on a case-by-case basis and found that total porosity (e.g. LAS porosity logs) and effective porosity (e.g. Summation of Fluids technique on core samples) correlate exceptionally well (see Section 12). As such, porosity is an important part of evaluation the hydrogeology of the Reynolds Member and in resource modelling conducted for this Technical Report.

As discussed previously, the Reynolds Member has economic quantities of oil, gas and brine. Over the years, core samples have been collected and analyzed for porosity and permeability to understand these properties. One extensive study by the USGS summarized more than 1,935 samples collected from the Smackover Formation in Arkansas and analyzed for porosity (Manger 1963; Table 14-2).

 

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The effective porosity of more than 1,935 core samples varied from 2% to 23.9%, with an average of 14.3% (see Table 14-2). According to the USGS study, porosity measured was either effective porosity or very likely to be effective porosity (this data is referred to as effective porosity in this report). Typically, effective porosity is calculated from core laboratory analysis or through field testing. Effective porosity is an important parameter when assessing the mineral resource, as it is a measure of the interconnectedness of pores through which the brine would flow to production wells.

The Cairo and Schuler Oil Fields in the USGS study are located within the LANXESS Property (Manger 1963). The effective porosity of the Cairo and Schuler Oil Fields were measured to be 17% and 16.7%, respectively. These effective porosities were sufficient to allow the economic extraction of oil from both fields. See Section 6.2 for additional information on these fields such as when they operated, and volume of brine extracted.

Based on the proprietary core reports, a total of 2,329 core plug samples from within the Reynolds Member yielded an average effective porosity of 11.2%.

Within, or directly adjacent to the LANXESS Property, 36 wells contained LAS density and porosity logs. These logs were digitized in stratigraphic sections including, and directly adjacent to the Reynolds Member. In total, there were 42,313 digitized total porosity values, of which 14,314 (or 33%) were contained within the Reynolds Member. Of these data, the highest total porosity occurs within bins 10%-15% (23.5%), 15%-20% (31.8%) and 20%-25% (21.3%). All 14,314 Reynolds Member total porosity values have an average of 11.3%, which matches the effective porosity measured in the 2,239 core plug samples (11.2%).

14.5.2   Permeability

A summary of the published permeability values for the Smackover Formation is presented in Table 14-3. Permeability varied from <0.01 to >5,000 mD, with an average of 338 mD.

Based on the proprietary core reports, a total of 2,329 core plug samples from within the Reynolds Member yielded an average permeability of 202 mD. The author compared the proprietary core plug permeabilities versus their porosities; the result showed the Reynolds Member has good to excellent permeability and porosity. In addition, there is an unequivocal positive relationship between the two datasets, which is a good indicator that porosity can be used as a rough indicator of rock permeability. This is an important observation as permeability can be difficult to decipher in electric wire-line logs.

These permeabilities were high enough to allow for the economic extraction of brine and hydrocarbon from various fields within the Smackover Formation; particularly, the Cairo and Schuler Oil Fields that underlie the LANXESS Property. The current operation at LANXESS’ three brine units extract approximately 55,039 m3/day (346,185 barrels per day or 0.64 m3/sec (4 barrel/sec)). Table 6-2 (in Section 6.2) summarizes the brine extraction volumes for brine supply wells within the LANXESS Property for the period of 2013 to 2018. Brine has been extracted continuously from this Property since the 1957.

 

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Therefore, the permeability of the Reynolds Member is excellent to allow this significant volume of brine to be continuously extracted over this lengthy period.

14.5.3 Dispersivity

Hydrodynamic dispersion is a phenomenon of groundwater of different solute concentrations mixing through a process of molecular diffusion and mechanical dispersion (Fetter 1988). Mechanical dispersion is a product of the flow velocity (rate of groundwater movement in the aquifer) and the dispersivity (a property of the aquifer). In the future at the Property, mixing would occur when injected tail-brine, free of lithium, combines with in-situ lithium containing brine in the Reynolds Member. The reinjected lithium free brine would mix with brine containing lithium as described by a process of hydrodynamic dispersion.

As the Reynolds Member represents a permeable aquifer, the hydraulic head differences within the unit will result in fluid migration. Based upon the upper and lower layers that bound and restrict vertical flow within the Reynolds Member, most of the flow within the aquifer will be lateral (i.e. upper and lower bounding surfaces include the overlying Buckner Formation anhydrite and underlying Brown Dense and/or Louann Salt). Hydrodynamic dispersion is not currently taking place with respect to lithium at the Property.

During future operation of any lithium brine extraction plant, however, injected brine, free of lithium, would mix with in-situ lithium-containing brine. In the case of the Reynolds Member, the large lateral extent and restricted vertical dimension, means the lithium mixing zone would vary laterally in the aquifer. Dispersivity will result in an increase of the length of the mixing zone along the aquifer as the lithium free brine finds velocity differences at the pore level within the flow system, as well as different flow paths (highest velocities in the largest pore throats and lowest velocities near the grains).

Predicting the migration of brine with different lithium concentrations due to reinjected tail-brine, is beyond the scope of this Technical Report. It should be noted that dispersivities have been measured on the order of tens of metres (Fetter 1988). Based upon the high brine extraction and reinjection volumes associated with the LANXESS brine supply and reinjection wells, dispersivity variations of tens of metres is not an important brine concentration variability factor within the Reynolds Member. That is, the lateral difference between the injected tail-brine and in-situ brine will likely be on the order of tens of meters due to dispersivity alone.

14.5.4 Anisotropy

An assessment was completed of the Reynolds Member anisotropy or the hydraulic properties varying by direction (horizontal versus vertical). All core analyses of the Reynolds Member measured horizontal permeabilities; therefore, it is not possible to quantify anisotropy; however, the horizontal and vertical permeabilities would be anticipated to be similar based upon the depositional environment of strong intertidal currents that formed the Reynolds Member ooidal limestone.

 

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Table 14-2 Summary of Smackover Formation Porosity (Manager 1963)

 

Location

  

Distance to

Property (km

and direction)

  

Approximate

Depth

(m)

   Number of
Samples
     Minimum
Effective
Porosity
(%)
     Maximum Effective
Porosity (%)
     Average Effective
Porosity (%)
 

Reynolds Unit, Cairo Field, AR*

   On Property    ~2,377      NA        NA        NA        17  

Reynolds Unit, Dorcheat Pool, AR*

   26 km East    2749 –2771      NA        2        20        12  

Reynolds Unit, Schuler Field, AR*

   On Property    2332 –2365      NA        NA        23        16.7  

Reynolds Unit, Various Fields, AR

      ~2,393      150        0        23.9        14.5  

Smackover Formation, McKamie-Patoon pool, AR

   45 km East    ~2,835      1,767        NA        NA        14.2  

Smackover Formation, McKamie-Patoon pool, AR

   45 km East    2780 –2860      14        0        16.4        7.5  
                 Average Total        14.3  

 

*

According to Manager (1963), the value stated is likely effective porosity.

 

NA

– not available

 

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Table 14-3 Summary of Historical Permeability Values for the Smackover Formation

 

            Permeability (mD)1         

Formation Name (Field/Pool)

   Minimum      Maximum     Average      Source  

Reynolds Member

     38        5520       1686        Fancher and Mackay (1946)  

Smackover

     NA        NA       100        Harris and Dodman (1987)  

Upper Smackover (Mt. Vernon Field)

     NA        NA       120        Harris and Dodman (1987)  

Smackover

     1        100       NA        Mancini et al. (2012)  

Upper Smackover (Southern Zone)

     <0.01        100 (?)      NA        Moore and Druckman (1981)  

Smackover (Dolograinstones)

     NA        839       69.1        Prather (1992)  

Smackover (Sucrosic Dolostones)

     NA        417       25.7        Prather (1992)  

Smackover (Walker Creek Field)

     0.1        >5000       30        Bliefnick and Kaldi (1996)  

Smackover

     1        100       NA        Mancini et al. (2008)  

1NA – Not available

          

14.5.5 Groundwater Levels in the Reynolds Member

At LANXESS, as part of their normal operations, measurements of groundwater levels are collected on a regular basis at the brine supply wells. In most instances, the brine supply wells are operating, thus giving a dynamic groundwater level; however, groundwater levels are also measured when the brine supply wells are not pumping due to maintenance or system upset conditions. Measurements collected when the pumps are not operating provide a quasi-static groundwater level.

It should be noted that the measured groundwater levels do not reflect a true static condition whereby all the brine supply and injection wells are shut in and the field can equilibrate. Rather, the water levels have been collected well-by-well over a period of time; therefore, these groundwater levels could be considered as a semi-qualitative indication of static conditions.

For comparative purposes, we have compiled reservoir data from the Smackover Formation from nearby fields in Arkansas. These data are the ‘original’ reservoir pressures obtained between 1933 to 1943 (Fancher and MacKay 1946). The average reservoir pressure is 3,506 psi and an average calculated groundwater depth of 326 m below the ground surface, assuming a water density of 1.2 g/mL (see Table 14-4).

 

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Table 14-4 Original Reservoir Data from Smackover Formation-Oilfields in Southern Arkansas (Francher and MacKay 1946)

 

Field Name

   Reservoir
Pressure
(psi)
     Elevation
OWC
Contact
(ft asl)
     P/D Ratio
(psi/ft asl)
     Assumed
Ground
Elevation
(ft)
     Head
(m)
     Calculated
Water
Depth

(m)
 

Atlanta

     3,821        -8,000        0.46        256        -200.39        278  

Big Creek

     3,733        -7,731        0.46        361        -169.95        280  

Buckner

     3,195        -7,010        0.44        292        -265.30        354  

Calhoun

     3,450        -8,006        0.42        138        -419.52        462  

Columbia

     3,750        -7,817        0.46        256        -186.20        264  

Magnolia

     3,465        -7.293        0.45        341        -193.41        297  

Mckamie Patton

     4,365        -9,042        0.47        279        -199.37        284  

Midway

     2,920        -6,225        0.41        889        -187.10        458  

Mt. Holly

     3,180        -6,943        0.4        272        -253.66        337  

Schuler

     3,550        -7,420        0.46        249        -182.34        258  

Texarkana

     3,296        -7,062        0.44        364        -221.99        333  

Village

     3,350        -7,123        0.45        302        -208.96        301  

Average

     3,506           0.45              326  

In general, the average groundwater level elevations of all brine supply wells are highest in the South Unit (average of -182 msl) and decrease toward the Central Unit (average of -418 msl) and West Unit (average of -704 msl). The lower water levels in the Central and West units are likely due to the higher density of production wells and fluid withdrawal, resulting in greater aquifer drawdown. Average water level elevations in the South Unit, of -182 m, are nearly the same as the calculated groundwater elevation (or hydraulic head) based on the original formation pressure of the Schuler Field, which is 3,550 psi. This value also compares favourably with other Smackover Formation oil fields, which have an average water level elevation of -224 m.

The observed variations in groundwater levels are most probably due to the dynamic fluid level measurements. To obtain true static water levels, requires a field wide shut in that allows the wells to recover and water levels to equalize. Overall, the data suggests that production volumes at the LANXESS

 

 

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Property are not having a deleterious effect on the Reynolds Member of the Smackover Formation and that the voidage replacement is providing a relatively steady state condition.

 

14.5.6  

Specific Storage and Storativity

As the Reynolds Member is a confined aquifer, the specific storage (Ss) was estimated based on the compressibility of water and the compressibility of the aquifer. The relationship between specific storage and compressibility is described by Kruseman and de Ridder (1994) as follows:

Ss = rw g (a + n ß)

where:

rw = density of the brine (M/L3)

g = acceleration due to gravity (Force/L3)

a = compressibility of aquifer skeleton (L2/Force)

n = porosity

ß = compressibility of the brine (L2/Force)

Based on the overall effective porosity of 11.2%, brine density of 1.20 g/cm3 (see Sections 9.1 and 9.3,), aquifer compressibility of 2.63 x 10-11 m2/N, and brine compressibility of 6.59 x 10-11 m2/N, the specific storage of the Reynolds Member is estimated to be 3.96 x 10-7 m-1.

Due to the relatively low compressibility of the Reynolds Member, the calculated specific storage is at the lower end of typical aquifer materials, as shown in Table 14-5.

Storativity (S) of the aquifer was determined by multiplying the average aquifer thickness (see Section 14.3) by the specific storage. Using an average Reynolds Member thickness of 56.7 m (186 ft) the storativity (dimensionless) of the aquifer is 2.2 x 10-5.

Table 14-5 Representative Values of Specific Storage for Various Geological Materials (Domenico and Mifflin 1965; Batu 1998)

 

Material

  

Specific Storage (ft)1

Plastic clay

   7.8x10-4 to 6.2x10-3

Stiff clay

   3.9x10-4 to 7.8x10-4

Medium hard clay

   2.8x10-4 to 3.9x10-4

 

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Loose sand

   1.5x10-4 to 3.1x10-4

Dense sand

   3.9x10-5 to 6.2x10-5

Dense sandy gravel

   1.5x10-5 to 3.1x10-5

Rock, fissured

   1.0x10-6 to 2.1x10-5

Rock, sound

   <1.0x10-6

 

1 

BSW – Brine Supply Wells

 

14.5.7  

Hydraulic Conductivity and Transmissivity

Hydraulic conductivity of the aquifer was calculated from the permeability measurements of the Reynolds Member core analysis on the Property and the physical properties of the brine (density of 1,200 kg/m3 and temperature). The relationship between hydraulic conductivity (K) and permeability is described by Fetter (1988), as follows:

K = Ki (rw g/µ)

where:

Ki = permeability of the aquifer (L2)

rw = density of the brine (M/L3)

g = acceleration due to gravity (L/T2)

µ = dynamic viscosity of the brine (M/(T L).

The dynamic viscosity of the brine is 1.4 centipoise (cP) at a temperature of 70°C and specific gravity of 1,200 kg/m3 (Cabot Corporation 2014).

The average hydraulic conductivity from the analysis of 2,329 core samples was 1.7 x 10-6 m/s. This hydraulic conductivity is on the higher end of a typical limestone (Freeze and Cherry 1979).

Transmissivity of the aquifer was determined by multiplying the average aquifer thickness (Sections 7.4 and 14.3) by the average hydraulic conductivity of the Property. Using an average Reynolds Member thickness of 56.7 m (186 feet) the average transmissivity of the aquifer is 9.5 x 10-5 m2/s.

 

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14.5.8  

Summary of Hydrogeological Conditions

The aquifer associated with the Reynolds Member of the Smackover Formation is a confined aquifer situated between upper- and lower-bounding aquitards. The brine levels within current brine supply wells operated by LANXESS are on average about 1,767 m (5,800 feet) above the top of the Reynolds Member.

The occurrence of reservoir-grade rocks (porosity at least 6% and permeability at least 0.1 mD) in the Smackover Formation is dependent on: 1) deposition of porous and permeable sediments in a variety of settings; and 2) diagenetic processes that have preserved, enhanced, or created porosity and permeability both in originally permeable strata and in originally impermeable or poorly permeable strata (Kopaska-Merkel et al. 1992).

The average porosity and permeability on the Property is 11.2% and 202 mD, respectively. Using an average Reynolds Member thickness of 56.7 m the:

 

   

hydraulic conductivity of the aquifer is 1.7 x 10-6 m/s;

 

   

transmissivity of the aquifer is 9.5 x 10-5 m2/s; and

 

   

storativity of the aquifer is 2.2 x 10-5.

These same aquifer characteristics are present where several oilfields are operated in Arkansas, specifically the Cairo and Schuler Fields. Additionally, LANXESS (and the predecessor companies) has been extracting brine from the aquifer for five decades. Over the last five years (2013 to March 2018) approximately 660 million barrels (105 million m3) of brine has been extracted from brine supply wells within the LANXESS Property. The average brine extraction rate was consistently around 55,039 m3/day (346,185 barrels per day).

It is our conclusion that the Reynolds Member aquifer has excellent reservoir properties and has displayed a long history of consistent fluid yields without appreciable drawdown. The authors have shown that key hydrogeological variables within the Reynolds Member demonstrate and meet the criteria for reasonable prospectivity for ongoing economic extraction. This supposition is supported by the QP who ties this hydrogeological conclusion together with other points and/or assumptions to further demonstrate the prospect for economic extraction in Section 14.7.3.

 

14.6

Step 4: Lithium-Brine Concentration

The reader is referred to Sections 9.1 and 11 for a complete discussion on Standard Lithium’s sample programs and analytical results.

Using Western Environmental Testing Laboratory (WETLAB) as the primary lab, a summary of the average Li-brine concentrations at various control points is presented in Table 14-6 and summarized as follows:

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    144


   

Twenty-five (of 26 total) brine supply wells were sampled (n=90 samples). The combined average total from all wells is 168 mg/L Li.

 

   

In terms of average lithium content, the South Unit has the highest average lithium (205 mg/L Li) followed by the West Unit (166 mg/L Li) and Central Units (138 mg/L Li).

 

   

The feed-brine and after-brine (after-brine value presented in brackets) also vary between brine production units with the South, Central and West units yielding lithium values of: 196 mg/L (196 mg/L); 136 mg/L (130 mg/L); and 159 mg/L (154 mg/L). The amalgamated feed-brine and after-brine of all feed- and tail-brine analyses are both 163 mg/L Li.

The brine supply wells represent the truest depiction of the in-situ Li-brine resource within the Reynolds Member domain aquifer. It is the QP’s opinion that 168 mg/L Li is most representative of the brine within the Reynolds Member beneath the Project boundary, which is the focus of this Technical Report. Therefore, an average lithium concentration of 168 mg/L Li is used as the average lithium concentration for the total, or global, mineral resource estimation presented in this Technical Report.

 

14.7

Mineral Resource Estimate

 

14.7.1

  Definition of Mineral Resource

The LANXESS Li-Brine Resource Estimate has been classified in accordance with guidelines established by the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines, dated November 23, 2003, and the CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted May 10, 2014. The definitions state:

“An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.”

“An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.”

“A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit.”

“Modifying Factors are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.”

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    145


14.7.2

  Resource Classification Methodology

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource (Eccles et al. 2018) to an Indicated Mineral Resource in the current Technical Report. In Eccles et al. (2018), it was the author’s opinion that the initial, or maiden, Inferred Mineral Resource classification was “conservative given the abundance of data available regarding geology, hydrogeology, porosity, brine grade and production figures for the LANXESS Property”.

Additional work (since Eccles et al. (2018)), which was conducted by Standard Lithium to support the higher resource classification includes the following:

 

1.

Additional Smackover Formation brine sampling programs and an assessment of the lithium concentration in the Smackover Formation brine over time (see Section 9.1).

 

2.

Disclosure of Li extraction technological information based on Standard Lithium’s bench-scale and mini-pilot-plant laboratory processing test work (see Section 13).

 

3.

An update on the Demonstration Plant with some discussion as to the scalability of the technology toward potential commercial production (see Section 13).

 

4.

Meaningful-disclosure of the risks and uncertainties of the lithium recovery technology (see Section 13).

To summarize, the nature, quality, quantity and distribution of data associated with the mineralogy are such that the author is confident of the geological framework and continuity of mineralization. The advancement and disclosure of the technical mineral processing parameters, and risks and uncertainties associated with the development of a new technology, enables the author to consider critical Modifying Factors and reasonably assess and assume advancement of the feasibility of the project.

The LANXESS Li-brine project has, therefore, advanced to a stage where the preferred mining method is established, and an effective method of mineral processing is being promoted to the Demonstration Plant stage. It is the author’s opinion, therefore, that reclassification of the LANXESS Resource to an Indicated Mineral Resource is appropriate and justified in that there is an increasing level of geological and technological knowledge and confidence. The Indicated Mineral Resource is of adequate quality to support economic scoping studies that can serve as the basis for major development decisions as per CIM Definition Standards for Mineral Resources and Reserves.

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    146


Table 14-6 Summary of the 2018-2019 Geochemical Lithium Data at the LANXESS Property (shaded brine supply well data represents the lithium concentrations used in the resource estimation)

 

Sub-Property or Unit    BSW1
(Li mg/L)
     No. of Wells
Sampled
     No. of Analyses      Feed-brine
(Li mg/L)
     No. of
Analyses
     After-brine
(Li mg/L)
     No. of
Analyses
 

Total LANXESS Property

     168        25        90        163        28        163        27  
                    

South Unit

     205        5        17        196        9        196        10  
                    

Central Unit

     138        5        17        136        9        130        7  
                    

West Unit

     166        15        56        159        10        154        10  
                    

 

1 

BSW – Brine Supply Wells

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    147


14.7.3

  Step 5: Evaluation of Reasonable Prospects for Economic Extraction

A Mineral Resource is a concentration or occurrence of a material of economic interest in, or on, the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. Li-brine mineralization associated with the Indicated LANXESS Li-Brine Resource Estimate has demonstrated and defined prospects for economic extraction. The prospect for economic extraction is supported by the following points and/or assumptions:

 

   

Aquifer geometry: The Reynolds Member of the Smackover Formation, averages 57 m, is laterally continuous and underlies the entire LANXESS Property.

 

   

Hydrogeological characterization and effective porosity: The Smackover Formation aquifer represents a large-scale aquifer that is bound above and below by two aquitards. The average effective porosity and permeability on the Property is 11.2% and 202 mD, respectively. The average hydraulic conductivity is 1.7 x 10-6 m/s, transmissivity is 9.5 x 10-5 m2/s and storativity of the aquifer is 2.2 x 10-5. Continuous brine production from the Smackover Formation (although for a different dissolved constituent) has occurred at the LANXESS Property for several decades.

 

   

Brine volume and flow rate: Over the last five (5) years (2013 to 2017) approximately 660 million barrels (105 million m3) of brine has been extracted from brine supply wells within the LANXESS Property to produce bromine and bromine-related chemicals. The average brine extraction rate was consistently around 55,039 m3/day (346,185 barrels per day).

 

   

Lithium brine grade: Samples from various brine sampling points across the LANXESS Property yielded lithium values between 53 and 292 mg/L Li (average supply of 168 mg/L Li).

 

   

At present, the demand for lithium carbonate and hydroxide is expected to increase with the popularity of electric vehicles and analysts remain optimistic about the market (e.g., Barrera, 2019; see Section 19).

This section of the Technical Report has been prepared by a multi-disciplinary team that include geologists, hydrogeologists and chemical engineers with relevant experience in the Smackover Formation brine geology and brine processing. There is collective agreement that the LANXESS Li-brine project has reasonable prospects for eventual economic extraction, and with respect to the mineral resource, Mr. Eccles, P. Geol. takes responsibility for this statement.

 

14.7.4

  Cut-off

In establishing a cut-off grade, the author must realistically reflect on the location, deposit scale, continuity of mineralization, assumed mining method, metallurgical processes, costs and reasonable long-term metal prices appropriate for any deposit. The cut-off value must be relevant to the grade distribution modelled for the mineral resource, and represent the lowest grade, or quality, of mineralized material that qualifies as being economically mineable.

Based on this rationale, Eccles et al. (2018) assigned a LANXESS Property Li-brine cut-off of 50 mg/L Li based on these factors:

 

Preliminary Economic Assessment of LANXESS Smackover Project    148


1.

Access to a ‘blended’ brine mixture from the LANXESS brine supply wells such that the cut-off should include those wells with the lowest concentration of lithium in the resource model (i.e. 54.1 mg/L Li from brine supply well BSW-19M).

 

2.

Confined aquifer Li-brine deposits traditionally have lower concentrations of lithium in comparison to unconfined Li-brine salars and hard rock lithium deposits. Consequently, several laboratories are experimenting with rapid lithium extraction techniques on low lithium source brine (e.g., ~70 mg/L Li, McEachern 2017; <60 mg/L Li, Xu et al. 2017; 50 mg/L Li, Snydacker 2018).

A cut-off value of 100 mg/L Li has been established for this Technical Report (Dworzanowski, pers. comm 2019). This cut-off value was derived by using approximately two-thirds of the average lithium concentration used in the mineral resource estimation (168 mg/L Li), which is standard practice for lithium brine projects in South America. While the adjusted cut-off does mitigate brine from a select number of brine supply wells (e.g. BSW-19M), the cut-off does not compromise the lowest grade of amalgamated after-brine from the LANXESS plants that may be economically mineable (Central Plant average of 130 mg/L Li, n=7 samples).

By way of comparison, the author has reviewed several Li-brine resource reports and found that cut-off values are often not included in the resource equation of these deposit types. This perhaps is because the Li-brine resource is represented by a fluid, and therefore, the lithium content mixes and is not highly variable within the deposit. Regardless, the following NI 43-101 Technical Reports have utilized a cut-off of 100 mg/L Li for indicated resource estimations of Argentina salar-type lithium brines, with average lithium values of approximately 450 mg/L to 500 mg/L Li (e.g. Reidel, 2016; Hains and Fourie 2018; Lefaivre and Henchel 2019).

The author recommends that the cut-off value continues to be evaluated, considering Standard Lithium’s pending Demonstration Plant test work results. It is possible that the cut-off will be adjusted in future Technical Reports, with higher levels of resource/reserve classification.

 

14.7.5  

Step 6: Mineral Resource Reporting: Indicated LANXESS Lithium-Brine Resource Estimate

The LANXESS Li-brine Resource Estimate is classified as ‘Indicated’ according to the CIM (2014) definition standards. The resource estimation is based on the following Li-brine equation:

Lithium Resource = Paverage × Vaquifer × Caverage

where:

Paverage = weighted average porosity

Vaquifer = total volume of the aquifer

Caverage = average concentration of lithium in brine.

Paverage and Vaquifer were calculated by devising a porosity block model within the Reynolds Member domain.

 

Preliminary Economic Assessment of LANXESS Smackover Project    149


The average global block model porosity of 11.6% was calculated by using the volume-weighted average porosity of the brine units and their respective unit areas. The total volume of brine within the domain was then calculated by multiplying each block’s estimated porosity value by its volume within the Reynolds Member domain, as specified by the calculated Block Factor (BF). The domains total brine volume is calculated by summing the volume of brine contained within each block. It is assumed that all effective pore space is occupied by brine. This is a reasonable assumption because LANXESS’ production focus is on brine and virtually no oil or gas is produced from the brine supply wells.

The average lithium concentration used in the resource calculation is 168 mg/L Li and represents analytical results of Standard Lithium’s 2018-2019 brine sampling programs from the brine supply wells. Analytical data from the brine supply wells is used, in comparison to tail-brine from the Bromine Plants, to provide the truest representation of the Smackover Formation (Reynolds Member domain aquifer) Li-brine resource underlying the LANXESS Property.

Resources have been estimated using a cut-off grade of 100 mg/L lithium. With respect to units of measurement, 1 mg/L = 1 g/m3. If concentration is in mg/L and volume in m3, then the calculated resource has units of grams. (1 g/m3 x 1 m3 = 1 gram or 0.001 kg).

The total Indicated LANXESS Li-Brine Resource is estimated at 590,000 tonnes of elemental Li (see Table 14-7). The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

In Table 14-7, the grey-shaded ‘Total’ column represents the main resource. The resource is also subdivided by Unit for the South, Central and West brine units.

Table 14-7 Indicated LANXESS Lithium-Brine Resource Estimate

 

Reporting Parameter

   South Unit     Central Unit     West Unit     Total
(and main
resource)
 

Aquifer volume (km3)

     5.828       8.289       16.310       30.427  

Brine volume (km3)

     0.689       0.995       1.835       3.515  

Average lithium concentration (mg/L)

     168       168       168       168  

Average Porosity

     11.8     12.0     11.2     11.6

Total elemental Li resources (tonnes)

     116,000       167,000       308,000       590,000  

Total LCE (tonnes)

     615,000       889,000       1,639,000       3,140,000  

 

Preliminary Economic Assessment of LANXESS Smackover Project    150


Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.

Note 2: The weights are reported in tonnes (1,000 kg).

Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 1,000 unit).

Note 4: In a ‘confined’ aquifer (as reported herein), porosity is a proxy for specific yield; especially given the number of effective porosity measurements evaluated in this report and their positive correlation with LAS log total porosity.

Note 5: The grey-shaded ‘Total’ volume and weights are estimated at volume-weighted average porosities of the block-model (i.e. calculated by using the porosity of the brine units and their respective unit areas). It is assumed that all pore space is occupied by brine.

Note 6: The LANXESS estimation was completed and reported using a cutoff of 100 mg/L Li.

Note 7: To describe the resource in terms of industry standard, a conversion factor of 5.323 is used to convert elemental Li to lithium carbonate, or Lithium Carbonate Equivalent (LCE).

Because the LANXESS Property includes three (3) brine Unit areas, the main resource is subdivided to provide relative tonnages for the Units. These include the following:

 

   

South Unit: 116,000 tonnes elemental Li, or 615,000 tonnes LCE;

 

   

Central Unit: 167,000 tonnes elemental Li, or 889,000 tonnes LCE; and

 

   

West Unit: 308,000 tonnes elemental Li, or 1,639,000 tonnes LCE.

The total Indicated Resource Estimate is slightly higher than the maiden Inferred Resource Estimate of Eccles et al. (2018) (e.g. Total resource estimate of 590,000 tonnes versus 580,000 tonnes of elemental lithium). Reconciliation of this variation is attributed solely to the increase in the average lithium concentration used to calculate the resource estimate from 165 mg/L Li to 168 mg/L Li. The increase in the average concentration is justified, as the Indicated Resource Estimate benefits from the analytical results of 90 brine analyses (versus 45 analyses in Eccles et al. (2018)). The doubling of analytical data increases the confidence level of the information used to calculate the Indicated LANXESS Li-Brine Resource Estimate.

 

Preliminary Economic Assessment of LANXESS Smackover Project    151


15

Mineral Reserves

 

 

Mineral Reserves have not been estimated.

 

Preliminary Economic Assessment of LANXESS Smackover Project    152


16

Mining Methods

 

 

 

16.1

General Description

LANXESS and its predecessor companies have been extracting and processing brine from the Property continuously since 1957.

Brine is extracted from three operating well fields. Active brine supply wells for each unit are shown on Figure 9-1. The wells are located in the Central, South and West Units, as follows:

 

•  South Unit:

  

9 wells

•  West Unit:

  

16 wells

•  Central Unit:

  

5 wells

The major operating infrastructure at the well fields Unit areas includes the following:

 

   

Thirty brine supply wells (see Figure 9-3);

 

   

Thirty-five reinjection wells (see Figure 9-3); and

 

   

400 km of pipelines for the brine gathering and reinjection systems (see Figure 9-3).

Standard Lithium will access the brine through the existing LANXESS bromine production plants infrastructure.

 

16.2

Mining Method

The supply wells extract the raw brine from the Smackover Formation on a continuous, 24-hour, 365 days per year operation. At each supply well, there is typically a 1,100 HP electrical submersible pump that pumps the brine to the surface through 17.8 cm (7 inch) tubing. The pumps are typically set at approximately 1,220 m below ground level. The raw brine from each unit is transferred via a set of pipelines to the LANXESS process plants: Central, South and West for bromine processing. Tail-brine from the bromine processing is the feedstock for lithium carbonate production. Tail-brine flow rates are monitored at each Tail-Brine Transfer Pump location.

As the brine is pumped to the surface, sour gas evolves as the pressure drops. The brine and sour gas are separated at the wellhead by a gas separator (see Figure 16-1). The sour gas is transported in a separate gas pipeline to the Central Plant, where it is sent by pipeline to the Delek Refinery (often referred to as the ‘Lion Oil’ Refinery). In some brine supply wells, very small quantities of oil are produced with the brine. An oil separator is used to remove this oil from the brine (see Figure 16-2). The oil is stored onsite

 

Preliminary Economic Assessment of LANXESS Smackover Project    153


and then transported by truck to the Delek Refinery for processing. A block flow diagram of the process at the wellsite is shown on Figure 16-3.

 

LOGO

Figure 16-1 Typical Brine Supply Well

 

LOGO

Figure 16-2 Oil Separator at Brine Supply Well

 

Preliminary Economic Assessment of LANXESS Smackover Project    154


LOGO

Figure 16-3 Block Flow Diagram of the Process at the Brine Supply Wells

Once the lithium is removed from the brine, lithium-free tail-brine will be disposed of through LANXESS’ existing reinjection well system. A network of pipelines connects the brine supply wells to the Bromine Plants and connects the Bromine Plants to the reinjection wells in the respective brine Unit (see Figure 9-3). The reinjection of the barren brine is necessary to maintain the pressure in the Smackover Formation aquifer. Figure 16-4 shows a typical reinjection well.

 

LOGO

Figure 16-4 Typical Reinjection Well

 

Preliminary Economic Assessment of LANXESS Smackover Project    155


16.3

Brine Production Estimate

Production of the brine at each unit is calculated based on historic performance records from 2013 to March 2018 and is summarized in Table 16-1.

Table 16-1 Annual Brine Well Production Rates

 

     Annual Brine Production      Number      Brine Production from New Wells  
     (m3/y)      (bbl/y)      of Wells      (m3/y)      (bbl/y)  

West Unit

     10,339,150        65.0 M        16        646,197        4.1 M  

South Unit

     5,488,023        64.5 M        5        1,097,605        6.9 M  

Central Unit

     4,491,268        28.3 M        5        898,254        5.7 M  

Total

     20,318,441        127.8 M        26        

The volume of brine extracted from the aquifer, by four (4) additional wells installed at the South Unit during 2018-2019, is estimated based on the average historical productivity of wells in the same area. Table 16-2 shows the estimated brine production from the new wells during 2018 to 2019.

Table 16-2 Annualized Production Summary (US Units)

 

     Annual Brine Production      Number      Brine Production from New Wells  
     (m3/y)      (bbl/y)      of Wells      (m3/y)      (bbl/y)  

South Unit

     4,390,420        27.6 M        4        1,097,605        6.9 M  

The current level of brine extraction volume of 24.7 million m3 (155 M bbl) per year, as presented in Table 16-3 and in Table 16-4, is sufficient for the lithium carbonate production operations at a level of 20,900 tpy.

New brine supply wells will be added over the course of the life span of the operations to maintain lithium brine extraction volumes. The location of the new brine supply wells (and reinjection wells) will be assessed as the need arises. The Smackover Formation is a large prolific aquifer whose response to extraction and injection is well understood. As a result of over 60 years of operation, locating new brine supply and reinjection wells on the LANXESS 150,000-acre Property will be a routine operation.

 

Preliminary Economic Assessment of LANXESS Smackover Project    156


Table 16-3 Annualized Production Summary (metric)

 

Plant

   Volume of Raw
Brine Processed
from Wellfield
Reserve

(m3/y)
     Li
Concentration
in Feed Brine
(mg/L)
     Lithium
Carbonate
product in
Feedstock
(tpy)
     Lithium
Chloride
Brine
Production
(m3/y)
     Li Recovery
to Lithium
Carbonate
(%)
     Li Concentration
in Lithium
Chloride Brine
(mg/L)
     LC Brine
Recycle to
Each Lithium
Chloride
Plant, (m3/y)
     Li
Concentration
in Lithium
Carbonate
Recycle Brine
(mg/L)
     Final
Lithium
Carbonate
Product
(tpy)
 

South

     9,878,443        205        10,780        306,342        90.0        5,949        259,200        2,080        9,700  

West

     10,339,150        166        9,136        304,420        90.0        5,074        252,800        2,080        8,200  

Central

     4,491,268        138        3,299        117,252        90.0        4,757        114,400        2,080        3,000  
  

 

 

       

 

 

    

 

 

          

 

 

       

 

 

 

Total

     24,708,861           23,215        728,014              24,708,861           20,900  
  

 

 

       

 

 

    

 

 

          

 

 

       

 

 

 

Note: Conversion of m3 to gpm is 4.403.

 

Preliminary Economic Assessment of LANXESS Smackover Project    157


Table 16-4 Annualized Production Summary (US Units)

 

Plant

   Volume of Raw
Brine Processed
from Wellfield
Reserve (bbl/y)
     Li
Concentration
in Feed Brine
(mg/L)
     Lithium
Carbonate
Product in
Feedstock
(short
ton/y)
     Lithium
Chloride
Brine
Production
(bbl/y)
     Li Recovery
to Lithium
Carbonate
(%)
     Li
Concentration
in Lithium
Chloride
Brine
(mg /L)
     Li2CO3 Brine
Recycle to
each Lithium
Chloride
Plant, (bbl/y)
     Li
Concentration
in Lithium
Carbonate
Recycle Brine
(mg/L)
     Final Lithium
Carbonate
Product
(short ton/y)
 

South

     62,135,000        205        11,900        1,926,900        90.0        5,949        1,630,368        2,080        10,700  

West

     65,033,000        166        10,100        1,914,800        90.0        5,074        1,590,112        2,080        9,000  

Central

     28,250,000        138        3,600        737,500        90.0        4,757        719,576        2,080        3,300  
  

 

 

       

 

 

    

 

 

          

 

 

       

 

 

 

Total

     155,419,000           25,600        4,579,200              155,418,736           23,000  
  

 

 

       

 

 

    

 

 

          

 

 

       

 

 

 

Notes:

Conversion of m3 to bbl is 6.29

Values are rounded

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    158


17 Recovery Methods

 

 

Standard Lithium’s objective, at this point of project development, is to produce battery-quality lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride (LiCl) extraction plant, which will produce purified and concentrated solutions. These solutions will be conveyed via pipelines to one location (Central Plant) for further processing to the final product—lithium carbonate (Li2CO3). Total lithium carbonate production is 20,900 tonnes/y. The lithium recovery to the final product is about 90%. The overall process Block Flow Diagram (BFD) is shown in Figure 17-1.

 

LOGO

Figure 17-1 Overall BFD of Lithium Carbonate Production from Tail-Brine after Bromine Extraction

17.1 Production of Purified Lithium Chloride Solution

The first step in producing lithium carbonate will be the production of purified and concentrated lithium chloride solution. The same process is used in each of the three (3) lithium chloride plants shown in Figure 17-1.

 

Preliminary Economic Assessment of LANXESS Smackover Project    159


17.1.1 Preparation of the Feed Solution

The feed solution to each lithium chloride plant is the de-brominated tail-brine that exits the bromine extraction plants. Each bromine extraction plant produces somewhat different tail-brines with lithium concentrations between 122-216 mg/L (see Table 17-1). The brines are hot (>70°C), highly saline (TDS of 240,000 to 290,000 mg/L), low in sulfate (<2,000 mg/L) and have a density of 1.15 to 1.18 g/cm3. Sodium and calcium chlorides are the main constituents of the brines.

Prior to lithium extraction, the feed brine requires pre-treatment. The principal pre-treatment stage is to increase the pH to near-neutral conditions through the application of anhydrous ammonia.

Following initial pH adjustment, the brine goes through a mixed-media filter to remove any traces of organic liquids and any fine particulates. The filter is periodically backwashed to remove any captured solids. The solids comprise a waste stream.

Table 17-1 Composition of the De-Brominated Tail Brine (feed to lithium extraction process)

 

Concentration

   Units      South Plant      Central Plant      West Plant  

Li

     mg/L        184-216        122-137        146-161  

17.1.2 Lithium Extraction Process

The key element of the production of purified lithium chloride solution is the selective lithium extraction process. The process includes mixing of the pre-treated tail-brine with a fine-grained, solid, ceramic powder adsorbent that selectively adsorbs lithium ions from the tail-brine. The adsorption process is carried out in two sequential loading reactors. The simplified BFD of the lithium extraction process is presented in Figure 17-2.

Additional base (caustic or ammonia) is added to the loading reactors during the lithium extraction process to maintain the desired pH conditions. The lithium-depleted barren brine is separated from the loaded adsorbent slurry using submerged microfiltration (0.1 to 10 µm) membrane units.

The lithium-loaded adsorbent solids are continuously removed as a slurry from the loading reactor. The adsorbent is washed with water in three (3) stages of counter-current decantation thickeners. The washed and thickened adsorbent is pumped as a slurry to a stripping operation.

 

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LOGO

Figure 17-2 BFD of Lithium Extraction Process (Lithium Chloride Plant)

 

Preliminary Economic Assessment of LANXESS Smackover Project    161


The waste (Li-barren) brine is pH adjusted with hydrochloric acid (HCl) and filtered, as required, to achieve a final discharge pH of approximately 5.5. The pH of 5.5 is required to match the current Bromine Plant discharge conditions, as follows:

 

   

avoid any precipitation issues in the reinjection well network;

 

   

conform with discharge criteria issued by the regulatory agencies (ADEQ and AOGC); and

 

   

meet site-developed best-practice guidelines for reinjection of tail-brine into the Smackover Formation.

17.1.3 Lithium Adsorbent Stripping and Regeneration Process

Lithium loaded, and washed adsorbent is contacted with dilute hydrochloric acid in a stripping reactor. The stripping process generates lithium pregnant strip solution (PSS). The PSS is separated from the barren adsorbent in a thickener. The adsorbent is washed with fresh water in three (3) stages of counter-current decantation thickeners. The washed adsorbent is recycled back to the lithium loading stage. After washing, the PSS has a high ratio of lithium to the sum of the other dissolved metals and contains 3-5 g/L of lithium. This lithium chloride solution is sent to further purification.

17.1.4 Pregnant Strip Solution (Lithium Chloride) Purification

The concentrated lithium chloride solution from the stripping stage undergoes removal of residual Ca and Mg, using two industry standard purification methods to produce a high-purity lithium chloride solution. The first method is treatment with a combination of sodium carbonate and sodium hydroxide. The second method is a polishing stage that uses an ion-exchange process. The purified lithium chloride solution is pumped through pipelines from the South, Central and West lithium chloride plants to the lithium carbonate processing facility, which will be located at the LANXESS Central Plant. The chemical composition of this purified LiCl solution may vary somewhat from each of the three (3) lithium chloride plants.

17.2 Production of Lithium Carbonate

The purified lithium chloride solution undergoes two additional stages of purification and concentration as shown in the BFD in Figure 17-3.

 

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LOGO

Figure 17-3 BFD of Lithium Carbonate Plant

 

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A reverse osmosis operation is used to concentrate the received lithium chloride solution. A Mechanical Vapor Recompression (MVR) evaporator further concentrates the lithium chloride solution to make it suitable for the precipitation of lithium carbonate. A soda ash (Na2CO3) solution is used to precipitate the lithium carbonate from the hot lithium chloride solution discharge from the MVR evaporator. The resulting lithium carbonate is removed by filtration where it also undergoes several hot washing stages. The hot washing stage is followed by drying and micronization (reduction of average particle diameters) to produce a battery-quality lithium carbonate product.

The wash liquor and other lithium bearing streams are pumped through pipelines to all three lithium chloride plants for lithium recovery. This operation minimizes lithium loss and avoids any accumulation of impurities in the evaporation circuit.

 

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18 Infrastructure

 

 

18.1 Introduction

A visit to all three of LANXESS’ well fields and operating plants was conducted by Barbara Parr, P.Eng. and Stan Kotowski, P.Eng. from May 28 – 30, 2019. During this visit, proposed locations for the three lithium chloride plants were identified at the South, West and Central LANXESS Plant locations, and the proposed location for the lithium carbonate plant was identified at the Central LANXESS Plant location. The proposed locations were selected in cooperation with LANXESS’ Site Manager, and considered the location of existing facilities, the location of brine extraction and injection locations, and safety and environmental considerations.

18.2 Brine Supply

Tail-brine for the production of lithium chloride will be supplied to each Plant location from the existing LANXESS bromine operations, via surface-run pipelines. The tie-in points will be immediately after the tail-brine exits the LANXESS bromine towers.

18.3 South Plant

Road access from El Dorado to the LANXESS South Plant is via twinned Highway 63 and single lane Highway 6. Plant access is located 1 km from the junction of Highway 63 and Highway 6.

The lithium chloride process plant and auxiliary facilities are proposed to be located east of the existing LANXESS Demonstration Plant and east of the proposed location for the Smackover Demonstration Plant. The Standard Lithium South Plant will be located within the boundaries of the LANXESS South Plant fence line. A conceptual layout showing the proposed location and extent of the South Plant and auxiliary facilities is shown on Figure 18-1.

The South Plant will consist of a lithium chloride plant only. It will produce lithium chloride, which will be used as feedstock for the lithium carbonate plant, which is located at the Central Plant site.

18.4 West Plant

Road access from El Dorado to the LANXESS West Plant is via single lane Highway 10. The process plants and auxiliary facilities will be located east of the existing production facilities. The Standard Lithium West Lithium Extraction Plant will be located within the boundaries of the LANXESS West Plant fence line. A conceptual layout showing the proposed location and extent of the West Plant and auxiliary facilities is shown on Figure 18-2.

The West Plant will consist of a lithium chloride plant only. It will produce lithium chloride, which will be used as feedstock for the lithium carbonate plant.

 

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LOGO

Figure 18-1 Conceptual Layout of Facilities at South Plant

 

Preliminary Economic Assessment of LANXESS Smackover Project    166


LOGO

Figure 18-2 Conceptual Layout of Facilities at West Plant

18.5 Central Plant

Road access from El Dorado to the LANXESS Central Plant is via Highway 82 and Highway 15. Plant access is located 1.5 km from the cross-section of Highway 82 and Highway 15. The Standard Lithium Central Plants will be located within the boundaries of the LANXESS Central Plant fence line. A conceptual layout showing the proposed location and extent of the Central Plants and auxiliary facilities is shown on Figure 18-3.

The Central Plant will consist of a lithium chloride plant and a lithium carbonate plant. The lithium chloride plant will produce lithium chloride, which will be used as a feedstock for the lithium carbonate plant.

The facilities that will be included in the lithium carbonate plant are as follows:

 

Preliminary Economic Assessment of LANXESS Smackover Project    167


   

Lithium carbonate production unit, which includes wet area, filtering and drying (three (3) trains).

 

   

A common facility for packaging, product storage and load out.

18.6 Process Control Systems

Each plant, South, West and Central, will have a process control system (PCS) that will be in a fully modularized and fully prefabricated and equipped central control room. It will be a single story (trailer style) building, located outside of each process plant building. In the case of the Central Plant, there will be one PCS situated between each plant that will provide the necessary process controls. The buildings will come site ready for connection to the control cable junction boxes at each process plant. This concept allows for the control building to be operating at the earliest. They will be equipped with an onsite radio and communication system to provide access to internet and telephones. In addition, each control room building will have small offices, change rooms and a lunch room for the workers.

 

LOGO

Figure 18-3 Conceptual Layout of Facilities at Central Plant

 

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18.7 On Site Infrastructure and Auxiliaries

18.7.1 Feedstock and Return Brine Pipelines

Pipeline infrastructure will be installed in the existing LANXESS right-of ways and will include the following:

 

   

Central Plant to South Plant: Two (2) 6 in HDPE underground pipelines, which are approximately 13 km long, will transport feedstock lithium chloride from the South Plant to the Central Plant and return spent brine from the Central Plant to the South Plant, where it will be re-introduced to the process.

 

   

Central Plant to West Plant: Two (2) 6 in HDPE underground pipelines, which are approximately 13 km long, will transport feedstock lithium chloride from the West Plant to the Central Plant and return spent brine from the Central Plant to the West Plant, where it will be re-introduced to the process.

 

   

Lithium-free tail-brine from each lithium chloride plant will be transported through above ground pipelines to the existing LANXESS re-injection wells, where it will be returned to the Smackover Formation.

18.7.2 Water Supply and Distribution

Industrial Water: The industrial water for the project will be obtained from the existing LANXESS distribution network. The process requires two (2) types of water: industrial water and pure water. The industrial water will be used just as it is obtained from the watermains, but the pure water will be obtained from a water treatment plant (through osmosis), which treats the watermains water.

A fire protection system will be required for each plant. Industrial water will be stored in tanks for this purpose.

Potable Water: All drinking water for the Project will be obtained from the existing LANXESS distribution network.

18.7.3 Power Generation

The electrical energy required for each Plant is as follows:

 

   

South Plant (lithium chloride): 4.1 MW;

 

   

West Plant (lithium chloride): 7.1 MW; and

 

   

Central Plant (lithium chloride and lithium carbonate): 5.9 MW.

The power supply to each plant location will be from the Arkansas State grid using the existing LANXESS transmission lines and on-site substations.

The current capacities of the South and West plant LANXESS substations are insufficient. An upgrade to each on-site substation and an upgrade to the nearby high voltage Arkansas grid substation and

 

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connecting power line will be required. The current capacity of the LANXESS Central Plant substation is sufficient to provide the electrical energy required for the lithium chloride plant (one train) and lithium carbonate plant (three trains).

The electrical rooms at each Plant will be fed from the LANXESS substations and will be prefabricated skid mounted modules, which will be limited in their dimensions to make them transportable. Backup generators will also be considered for the project and defined for the critical equipment of the plant.

18.7.4 Fuel, Chemicals and Reagents

Diesel and gasoline required to fuel light vehicles and mechanical equipment (i.e. trucks, pumps) will be obtained from the existing LANXESS fuel dispersal system.

Chemicals required for each facilities operation, will be stored in an enclosed storage area with controlled access.

Reagents required for production will be stored in designated areas, near each production facility and will have controlled access.

18.7.5 Compressed Air

Compressed air will be supplied to the process plants via compressors. The compressors will be located in a utility room adjacent to each Plant.

18.7.6 Auxiliary Facilities

Each Plant location will utilize the following existing LANXESS infrastructure:

 

   

Access/Security Checkpoint;

 

   

Weigh scale;

 

   

Internal access roads to each Plant;

 

   

Communication (phone lines, internet);

 

   

Electrical power distribution lines for energy supply;

 

   

Natural Gas metering stations;

 

   

Plant services, including process and potable water, sanitary waste water and solid waste disposal;

 

   

Rail spur;

 

   

Fire station and medical; and

 

   

Main substation.

The administrative building (offices and laboratory), warehouses, workshops, storerooms, and product loadouts and shipping facilities related to the Smackover Project, will be located at LANXESS’ Central Plant site.

 

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19 Market Studies and Contracts

 

 

19.1 Lithium Carbonate Applications

Lithium carbonate has a number of applications, as follows:

 

   

It is a key component in the formulation of high-performance glass. It reduces the thermal expansion coefficient of the glass, which makes it resistant to high temperatures.

 

   

Historically, it has been used as feedstock for producing lithium hydroxide, which is the most widely used thickening agent in multipurpose greases for automotive and industrial lubrications.

 

   

By far the fastest growing use of lithium carbonate is in battery applications. Lithium carbonate is used as a starting material in electrolyte salts, most cathodes (with the exception of nickel-intensive chemistries) and some anode materials.

19.2 Lithium Carbonate Demand

The statistic presented below depicts a projection of the total lithium demand worldwide from 2017 to 2025. In 2025, the total demand for lithium is expected to reach 422,614 tonnes of lithium carbonate equivalent (LCE). Increases in battery demand will be a strong driver of lithium consumption.

 

LOGO

(https://www.statista.com/statistics)

Figure 19-1 Projected Demand for Lithium (in tonnes of LCE)

 

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19.3 Lithium Carbonate Supply

Raw lithium extraction and the production of final lithium chemicals is geographically concentrated in South America, Australia and China, and is dominated by five companies: Sociedad Química y Minera de Chile (SQM), Albemarle, Livent, Tianqi Lithium and Jiangxi Ganfeng Lithium Company Ltd. Demand forecasts for lithium vary significantly, but at the very lowest end of the range, they are forecast to rise by 20,000 tonnes per year until 2021. The global market for battery chemical lithium is likely to remain “fairly balanced” for the next four to five years with supply rising to meet increased demand from electric vehicles.

However, recent attempts by established brine producers to expand production in Chile have failed to materialise owing to governmental, technical and environmental concerns. Recent increases in lithium chemical production have been fed by hard-rock producers in Australia, though these are currently entering a constrained growth phase, as almost all of the existing conversion capacity is being utilised. Hence, significant future growth in lithium chemicals production will require new resources and integrated conversion to high purity lithium chemicals.

Figure 19-2 shows the production of LCE in 2008-2018.

 

LOGO

(https://www.statista.com/statistics)

Figure 19-2 Production of Lithium 2008-2018 in tonnes of LCE

 

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19.4

Lithium Carbonate Price

No detailed market research for Lithium Carbonate was completed during this phase of the project. The price for Lithium Carbonate has increased in recent years, as shown below:

 

   

Year 2015 6,500 US$/tonne (USGS 2019);

 

   

Year 2016 8,650 US$/tonne (USGS 2019);

 

   

Year 2017 15,000 US$/tonne (USGS 2019); and

 

   

Year 2018 17,000 US$/tonne (USGS 2019).

For this study, the last three-year average of 13,550 US$/tonne is assumed.

 

19.5

Off-Take Contracts

Standard Lithium has a binding MoU and a signed JV term sheet with LANXESS. These agreements contemplate the fact that if the joint Standard Lithium/LANXESS project proceeds to commercial production, then LANXESS will purchase 100% of Standard Lithium’s portion of off-take, minus handling charges.

 

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20

Environmental Studies, Permitting and Social or Community Impact

 

20.1

Introduction

The LANXESS Property includes individual production facilities in the South, Central and West Units (see Figure 4-2). Each unit has dedicated brine supply wells, a pipeline network, and bromine extraction, injection and processing infrastructure, as outlined in Section 4.1 Property Description and Location. The Property and associated facilities have been used for either oil or bromine extraction since 1936 and are located in Union County, AR. Historical land use is detailed in Section 4.2.

Existing permits provided were reviewed and it has been confirmed that the existing facilities comply with local, state, and federal regulations and requirements relating to current activities. The proposed project intends to utilize the existing LANXESS infrastructure, as required. Two process plants, comprised of a lithium chloride and a lithium carbonate production facility, are planned for LANXESS’ Central Plant. Two lithium chloride extraction plants are planned to be constructed within the South and West units, respectively. All of the plants will be built within the existing LANXESS Property boundary. As indicated in Section 4.6, Standard Lithium is generally covered in a MoU under LANXESS’ current mine plan and associated permitting and environmental approvals.

This section summarizes the environmental considerations, anticipated project permitting and environmental approvals, social impact considerations, and environmental management plans for the new plants and modifications to LANXESS’ current mine plan and associated permits and approvals. Standard Lithium understands that additional evaluation of the environmental aspects of the project may be necessary as the Project evolves.

 

20.2

Environmental Considerations

Each Standard Lithium plant (carbonate or lithium chloride) is situated in an existing industrial area. Any proposed new developments will be constructed within the existing Property boundaries located in the Central, South, and West LANXESS plant locations. All three existing production facilities are located outside nearby city limits and are not subject to local planning and zoning ordinances. Union County does not regulate industrial siting and construction activities.

Standard Lithium has not yet initiated environmental studies with respect to the new development and no key environmental issues have been identified in this early stage of the project. No discharge is anticipated to the municipal water supply or to the land surface from operation of the proposed new developments. Additionally, there are no anticipated impacts to the existing pipelines.

If triggered, the National Environmental Policy Act, or NEPA, review will assess a project with respect to various environmental, socioeconomic, archaeological, and health impacts that may occur during the

 

Preliminary Economic Assessment of LANXESS Smackover Project    174


project lifecycle and it will help to identify what, if any, environmental issues arise from the Project. This process will dictate whether an Environmental Assessment (EA) or an Environmental Impact Statement (EIS) is required for the proposed Project. The new Project activities will include additional processing of tail-brine prior to reinjection to the Smackover Formation at each Unit; therefore, it is not anticipated that the NEPA process will be triggered for this project.

 

20.3

Permitting Overview

In Arkansas, the Environmental Protection Agency (EPA) has delegated responsibility for many of the regulatory programs under its jurisdiction to the State, including underground injection control, National Pollutant Discharge Elimination System (NPDES), Title V Air Permit, and other environmental programs. The State has primacy in issuing relevant permits for the construction and operation of the proposed lithium extraction facilities. Most permits are issued by either the Arkansas Department of Environmental Quality (ADEQ) or the AOGC, as indicated in Table 20-2.

Standard Lithium is committed to early consultation with federal and state permitting agencies for the construction and operation of its lithium extraction and carbonate facilities. Standard Lithium may elect to prepare a Project Permitting Plan for agency submittal to facilitate the timely receipt of project air, water, and waste permits and other regulatory approvals prior to discharging new or additional emissions, discharges, effluents or other regulated substance into the environment.

Various permits and regulatory plans exist for the facilities, as currently operating. The intent is to modify/amend existing permits where possible. The MoU between LANXESS and Standard Lithium provides a mechanism for modifying existing permits and for incorporating additional process streams generated by lithium production into the existing regulatory framework. In general, permit modification falls into two categories – minor modification and major modification. Minor modifications typically do not require public notice; whereas, major modifications require public notification, which generally involves a 10 to 30-day public notification period, depending on individual permit requirements. A public hearing is held in cases where the public interest is sufficient and specific issues are identified during the stakeholder comment period.

New plants for lithium extraction and production of lithium carbonate will be situated within the LANXESS Property and Standard Lithium will be required to adopt and meet LANXESS standards of avoiding harmful emissions into the air, soil and water and ensuring safe handling of chemical products along the value chain. Standard Lithium will be required to assess new plant emissions and may have to adopt new operating permits. Air emission sources for the lithium extraction and carbonate facilities will be identified for each of the four potential new lithium plants. The associated Title V Air Operating Permits will be modified to integrate these sources into the existing Title V permits for the South, West and Central operating units. Similarly, permits for industrial wastewater, stormwater, injection wells, and other permits, will be amended as required to incorporate process flows from the lithium processing facilities.

 

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The new facilities will tie into existing LANXESS infrastructure. Based on the current design, there will be minimal increase to effluent discharge rates and quality; therefore, it is assumed that these amendments can be addressed as modifications to the existing permits without the need for new permit applications.

Table 20-1 presents typical processing times related to new and modified permit applications for select regulatory approvals associated with the existing LANXESS facilities. Under current project guidelines, Standard Lithium will incorporate new emissions, surface water discharges, and waste injections into the existing permits held by LANXESS.

Table 20-1 Typical Processing Times for Modification or Issuance of New Permits

 

Permit

  

Modification

  

New Application

Class I Underground Injection Control (UIC) well [non-hazardous waste]

   > 3 mo < 6 mo    > 6 mo < 9 mo

Class I UIC well [hazardous waste]

   > 18 mo < 30 mo    > 24 mo < 48 mo

Class V UIC injection well

   > 3 mo < 6 mo    > 6 mo < 9 mo

NPDES Industrial Wastewater Discharge

   > 3 mo < 6 mo    > 6 mo < 9 mo

Title V Air Operating Permit

   > 3 mo < 6 mo    > 6mo < 12mo

 

20.4

Operating Permits

A representative list of existing permits and supplemental information required to modify the permits to accommodate the new plants are provided in Table 20-2. The validity periods for these permits range between two (2) years to 10 years. The renewal cycle varies; this has not been noted in Table 20-2. The majority of these permits are effective for a five-year period from the issue date.

Table 20-2 Existing Permits for Central, South and West Units

 

Unit

  

Agency

  

Permit

  

Rationale

  

Supplemental Documentation for Permit Amendment

Central    ADEQ EPA    UIC Class I hazardous injection wells 0011-UR-2    Operation of underground injection well for hazardous waste disposal.    Updated engineering plan as related to waste streams entering WDW-5S, WDW-6S and WDW-7S (proposed).
   ADEQ   

Title V

1077-AOP-R5

   Construction, operation and maintenance of facility equipment and control apparatus to operate within compliance limits for waste streams (air, water, solids).    Updated emission inventory and conditions from each of the sources.

 

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Unit

  

Agency

  

Permit

  

Rationale

  

Supplemental Documentation for Permit Amendment

     

Brine

3204-WR-3

   Authorization to operate the surface impoundments associated with the process water treatment unit.    Updated engineering plan as related to Central process water treatment unit.
     

Brine

3883-WR-5

   Authorization to operate and maintain the surface facilities associated with the brine disposal system.    Updated engineering plan as related to Central Plant brine disposal system surface facilities.
     

Cooling Water AR

72219-8913

   Authorization to discharge cooling water through the outfalls.    Updated engineering plan as related to outfalls 001, 002, 003, and 004.
     

Industrial Stormwater

ARR001377

   Authorization to discharge stormwater through the outfalls.    Updated engineering plan as related to outfalls 006 and 007.
     

Storm Runoff

AR156173

   Authorization for stormwater discharges associated with construction activity.    Updated engineering plan as related to the construction of pipeline replacement.
   AOGC   

Class V UIC Brine Injection Wells

39 permitted wells*

   Authorization for underground injection of spent tail-brines.    Modification required due to: 1) changes in injection volume; or 2) increase or decrease in rate of pressure.
   ADEQ   

Brine Supply Wells

34 permitted wells*

   Authorization for brine supply withdrawals for bromine extraction.    Updated engineering plan as brine supply obtained from each of the 34 permitted wells depending on permit conditions.
      Waste Disposal Wells Eight (8) permitted wells*    Drilling permits for Class I wells regulated by ADEQ.    No modification required for drilling permit. Updated engineering plan as related to all Class I UIC permitted wells.
      Hazardous Waste Permit 18H-RN2    Authorizations for RCRA Subtitle C Treatment, Storage, and Disposal Facility.    Updated engineering plan per Treatment, Storage, and Disposal Facility (TSDF) permit conditions.
South    ADEQ EPA   

UIC Class

I 0010-UR-4

   Authorization for the operation of UIC hazardous waste.    Updated engineering plan as related to waste streams entering WDW-6S, -7S and -8S (proposed).

 

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Unit

  

Agency

  

Permit

  

Rationale

  

Supplemental Documentation for Permit Amendment

   ADEQ   

Title V

0873-AOP-R10

   Authorization to construction, operate and maintain the equipment and/or control apparatus as set in the application to maintain compliance for equipment emissions.    Updated emission inventory and conditions from each of the sources.
     

Waste Storage

5048-WR-2

   Authorization to operate the surface impoundments associated with the South Plant brine disposal system.    Updated engineering plan as related to South Plant brine disposal system.
     

Waste Storage

5175-WR-1

   Authorization to operate the surface impoundments associated with the South Plant Water Treatment Unit.    Updated engineering plan as related to South Plan Water Treatment Unit.
      Cooling Water AR0000680    Authorization to discharge wastewater.    Updated engineering plan as related to outfalls 001, 002 and 003.
      Industrial ARR001376    Authorization to discharge industrial stormwater.    Updated engineering plan as related to outfalls 004, 005, 006, 007, 008, 009, 010, 011, 012, 013, and 014.
West    ADEQ   

UIC Class I

0009-UR-1

   Authorization for a no-discharge water permit, for waste disposal system that does not discharge directly into the waters of the State.    Updated engineering plan as related to SWD-14M well.
     

Title V Air Operating Permit

0286-AOP-R13

   Authorization to construct, operate and maintain the equipment and/or control apparatus as set in the application to maintain compliance for equipment emissions.    Updated emission inventory and conditions from each of the sources.
     

Brine

1755-WR-7

   Authorization to operate and maintain the storage and surface impoundments associated with the West Plant brine disposal system.    Updated engineering plan as related to the West Plant brine disposal system.
     

Industrial

AR0043516

   Authorization to discharge contaminated stormwater runoff.    Updated engineering plan as related to outfall 001.

 

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Unit

  

Agency

  

Permit

  

Rationale

  

Supplemental Documentation for Permit Amendment

     

Industrial

ARR0B870

   Authorization to discharge stormwater.    Updated engineering plan as related to outfalls 002, 003, 004, 005, 006, 007, 008, 009, 010, and 011.
     

Storm Runoff

ARR153261

   Authorization for the construction of brine pipeline replacement.    Updated engineering plan as related to the construction of pipeline replacement.

Note: ADEQ = Arkansas Department of Environmental Quality.

EPA = Environmental Protection Agency.

AOGC = Arkansas Oil and Gas Commission.

*

These wells identified are from Central, South and West units and are not distinguished.

 

20.4.1

 Title V Air Permits

The ADEQ, Office of Air Quality, issues new permits and permit modifications to existing facilities after reviewing and evaluating permit applications for administrative and technical completeness and ensuring that each application meets regulatory adequacy, as required by title V of the Clean Air Act. It is a legally-enforceable document designed to improve compliance by clarifying what facilities (sources) must do to control air pollution. EPA Region 6 provides oversight for air regulatory programs in Arkansas.

 

20.4.2

 Underground Injection Control (UIC) Permits

LANXESS is currently permitted for Class I and Class V underground injection wells. ADEQ is the primary enforcement authority to regulate Class I, Class III, Class IV, Class V (other than spent brine from bromine production wells), and Class VI UIC wells.

Class I wells are used to inject hazardous and non-hazardous wastes into deep, confined rock formations. Class I wells are typically drilled thousands of feet below the lowermost underground source of drinking water (USDW) via injection well. The Class I well depths for this project range from 1,151 m (3,775 feet) to 1,646 m (5,400 feet) below ground level elevation. Class I well permits are issued for any waste disposal system that does not discharge directly into the waters of the State.

LANXESS injects non-hazardous and hazardous waste through Class I wells. Class I hazardous wells are strictly regulated under the Resource Conservation and Recovery Act (RCRA), and the Safe Drinking Water Act (SDWA). Construction, permitting, operating, and monitoring requirements are more stringent for Class I hazardous waste disposal wells than for other Class I injection well categories.

The AOGC issues Class V Permits for brine injection wells under Director Order 359-2006-10. This Order provides for modification of existing and new permit applications in accordance with Class II well requirements with differing permit conditions attached to well construction, operation and maintenance. Unlike most regulatory permits, Class V wells do not expire until well closure.

 

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20.4.3  

National Pollution Discharge Elimination System

The National Pollutant Discharge Elimination System (NPDES) permit program was created in 1972 by the Clean Water Act (CWA). This program helps to mitigate water pollution by regulating point sources that discharge pollutants to waters of the United States. Point source discharges can include discharges from industrial process wastewater discharges and runoff conveyed through a storm sewer system.

The Ouachita River Joint Pipeline is currently permitted through the ADEQ, NPDES Permit No. AR0050296, which covers the LANXESS facilities. The permit expired on November 30, 2018, and an application was submitted to request a renewal of the existing NPDES permit. The “Joint Pipeline” allows the discharge of a combined effluent from four entities, including the Great Lakes Chemical Corporation (GLCC) and the City of El Dorado, with a permitted maximum flow rate for the (combined) effluent at 20 million gallons per day (MGD).

 

20.4.4  

Resource Conservation and Recovery Act Subtitle C Treatment, Storage and Disposal Permit

A Resource Conservation and Recovery Act (RCRA) Hazardous Waste Permit (Permit No. 18H-RN2) was issued to the Great Lakes Chemical Corporation (LANXESS) in September 2016. LANXESS maintains the permit for post closure of a hazardous waste landfill and treatment of hazardous wastes in tanks. Any storage, treatment, or disposal of hazardous waste, which requires a Permit and is not specifically authorized in this Permit, is prohibited; therefore, any new hazardous waste that is introduced by the new facilities may need to be permitted under this authorization.

 

20.5

Potential Construction Permits, Approvals, and Plans

Potential permits will be identified as the project design progresses into the Pre-Feasibility and Feasibility stages of project development. Based on the current information, potential new permits will be related to construction of the lithium extraction facilities. These permits may include, but are not limited to the following:

 

   

Construction Storm Water Permit;

 

   

Construction Storm Water Pollution Prevention Plan;

 

   

Sedimentation and Erosion Control Plan;

 

   

Construction Reclamation and Monitoring Plan;

 

   

Dust Management Plan;

 

   

Detailed design of buildings; and

 

   

Detailed design of electrical.

 

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20.6

Social Impact

To date, Standard Lithium has not conducted socio-economic studies to assess potential impacts from this Project. It is assumed that following construction of the new plants, employment will be only moderately changed.

Standard Lithium is committed to conducting its future Project activities with best management practices and intends to maintain an excellent reputation within the local communities that the Project may impact. As such, any required public or stakeholder meetings will be conducted prior to construction.

 

20.7

Environmental Management and Closure Plan

Updated Environmental Management Plans (EMPs), as well as a Closure Plan, may be required for the new Project scope. An EMP addresses the various aspects of the design, construction, commissioning, and operation phases of a project, identifies the key environmental issues from the various project phases and provides plans and actions that will be undertaken to manage them effectively. A Closure Plan addresses how a project will be decommissioned with minimal need of further maintenance and minimal impact to the environment, as well as address any reclamation or rehabilitation effort that is required.

Existing plans for operations of the current facility should be modified to address newly constructed plants and should include discussions on safety, waste management, material handling, and emergency response with respect to lithium processing and handling.

 

Preliminary Economic Assessment of LANXESS Smackover Project    181


21

Capital and Operating Costs

 

 

The cost estimate for the Project is divided into Capital Expenditures (CAPEX) and Operational Expenditures (OPEX). Sustaining capital expenditures (S-CAPEX) over the life of mine (LoM) are included in the OPEX. The CAPEX, OPEX AND S-CAPEX will be discussed in the following sections.

The CAPEX and OPEX are compliant with a Class 5 Estimate, as defined in American Association of Cost Engineers (AACE) International Recommended Practice No. 18R-97 Cost Estimate Classification System as Applied in Engineering, Procurement, And Construction for The Process Industries. AACE has devised a Class 1 – 5 system, where a Class 1 Estimate is the most accurate and a Class 5 Estimate is the least accurate.

All estimated costs are based on North American and South American prices from 2013-2019 comparable projects.

An AACE Class 5 estimate is used for preliminary comparison of alternatives and generally describes a hypothetical installation. The estimate is suitable to identify potential fatal flaws and identify the work that needs to be done at further stages of a project, leading to positive acceptance of a project.

At this stage of the project, the accuracy of the cost estimation is -30% to +50%. The Toronto Stock Exchange (TSX) and Ontario Securities Commission (OSC) indicated (presentation at PDAC on March 7, 2018) that for the PEA level of studies, a 35% contingency is acceptable. Taking into consideration the relatively advanced development of this Project, a less conservative 25% contingency is included in the CAPEX.

 

21.1

Capital Cost Estimate – CAPEX

 

21.1.1  

Basis of Estimate

The Basis of Estimate (BoE) is a description of how a cost estimate was obtained for each Work Breakdown Structure (WBS) element for which a cost is estimated.

A Class 5 study is carried out after drilling of a mineral deposit has permitted the creation of a simple geological model, which includes the orientation and possible dimensions, as well as estimated grade of the mineralization; limited geotechnical and hydrogeological, or other back up studies are available. In this instance, the project is significantly more advanced than is typical for a Class 5 study, because the brine resource has been in production for greater than 40 years, and much of the enabling infrastructure is already in place.

A PEA is usually based on limited data to establish that there could be a viable project and assesses whether its potential value is sufficient to justify investing a significant sum of money in additional metallurgical test work, evaluation studies, etc. In this instance, significantly more information relating

 

Preliminary Economic Assessment of LANXESS Smackover Project    182


to the resource, hydrometallurgical testwork and existing infrastructure was made available to the authors than is typical for a PEA, hence, the authors have accordingly higher confidence in the findings of this study.

For the PEA of the LANXESS Smackover Project, the BoE is as follows:

 

   

Product specifications are assumed: lithium carbonate battery grade (99.4%).

 

   

A visit to the project site was conducted by two team members.

 

   

No design drawings were prepared beyond “scratch pad” sketches.

 

   

A simple mining plan was developed, based on existing brine production from the operating wells and based on long term (multi-year) yield data and a hydrogeological field-testing program.

 

   

Gross production schedules are estimated to form the basis of nominal process facilities capacity, using assumed flow sheets, assumed process requirements and updated metallurgical tests.

 

   

The Lang factor is one of the factored estimating techniques that is recommended by AACE International for Class 4 and Class 5 estimates. This method was proposed by Hans J. Lang in the 1940s, using a simple formula that consists of a set of factors multiplied by the Total Equipment Cost (TEC) to obtain the Total Plant Cost (TPC). These factors are derived from historical data, by using statistical inferential or modelling. Several types of factored estimating that are used, especially in process industries, are capacity factored estimates, equipment factored estimates and parametric cost estimates.

 

   

For the lithium chloride and lithium carbonate process plants, Lang factors, as recommended by AACE 59R-10 (2011) for “Fluid Processing” 5.05, have been used to calculate Total Plant Cost. For calculation of Direct Cost, a factor of 3.0 is used. The Indirect Costs are factored as a percentage (%) of Direct Cost to account for Owner Costs, Engineering, Procurement, Construction Management (EPCM) and other miscellaneous costs (see Table 21-1).

Table 21-1 Lang Factors as per AACE 59R-10 (2011) for “Fluid Processing

 

Description

   Lang Factor % Values  

Direct Costs

  

Purchased Equipment Cost

     100  

Equipment Setting

     4  

Site Development

     5  

Concrete

     8  

Structural Steel

     13  

Buildings

     2  

 

Preliminary Economic Assessment of LANXESS Smackover Project    183


Piping

     97  

I&C

     42  

Electrical

     16  

Insulation

     7  

Painting

     6  
  

 

 

 

Total Direct Plant Cost

     300  
  

 

 

 

Indirect Costs

  

Labour Indirects & Field Costs

     72  

Contractor Engineering & Fees

     91  

Owner’s Engineering & Oversight

     42  
  

 

 

 

Total Indirect Cost

     205  
  

 

 

 

Total Installed Cost (TIC)

     505  
  

 

 

 

 

   

Equipment lists were prepared, based on assumed process flow diagrams (PFDs) and are priced based on updated former quotations, telephone quotes from vendors’ representatives and a limited number of budgetary quotations for major pieces of equipment.

 

   

Simplified major equipment data sheets were prepared for budgetary quotations. Vendors’ budgetary quotations were solicited for selected equipment only.

 

   

The project is developed at a well-serviced, developed industrial site; Outside Battery Limits (OSBL) infrastructure items, such as high voltage power lines, access roads and general civil works, are not included in the estimate.

 

   

Percentage factors (Table 21-1) are used for process piping, electrical and instrumentation costs; motors and substations are estimated on a percent basis of the process equipment purchasing cost.

 

   

Percentage factors (Table 21-1) are used for contractor’s field overhead, construction plant, construction camp, contractor’s profit, engineering and procurement and construction management.

Equipment size and related cost was developed for the level of lithium carbonate production at 5,346 tpy. The cost of equipment for Phase 1, 2, and 3 was factored using AACE Recommended Practice 59R-10 using the rule: CostB/CostA=(CapB/CapA)r where r=0.6.

The project will be developed in three (3) sequential phases, with increased production, as shown in Table 21-2.

Table 21-2 Phased Production

 

Preliminary Economic Assessment of LANXESS Smackover Project    184


Project Phase

   Raw Brine Source    Lithium Carbonate
Production Increase (tpy)
     Lithium Carbonate
Production (tpy)
 

Phase 1

   South Unit      9,700        9,700  

Phase 2

   West Unit      8,200        17,900  

Phase 3

   Central Unit      3,000        20,900  

 

   

Exchange rates used to convert other currencies to US Dollar (US$) are as follows:

- 1 US$ = 1.30 CAD (Canadian Dollar)

 

   

The cost of equipment for Lithium Carbonate production is based on 5,346 tpy process train and then scaled accordingly.

 

21.1.2

    CAPEX Estimate

 

21.1.2.1

    Phase 1

Phase 1 of project execution will include construction of two (2) production plants at LANXESS’ properties:

 

1.

South Lithium Chloride Plant producing 306,000 tpy of lithium chloride, as a feedstock for the production of lithium carbonate.

 

2.

Central Lithium Carbonate Plant Train No 1, producing 9,700 tpy of lithium carbonate.

The capital cost (rounded to ‘000) for Phase 1 is shown in Table 21-3.

Table 21-3 Phase 1 CAPEX

 

Description

   Values US$      Factor      Cost US$  

South Lithium Chloride Plant Equipment Cost

     21,165,612        5.05        106,886,000  

Central Lithium Carbonate Plant Train No 1 Equipment Cost

     5,487,397        5.05        27,711,000  

Pipeline

           2,340,000  
        

 

 

 

TOTAL

           136,937,000  
        

 

 

 

 

21.1.2.2

    Phase 2

Phase 2 of project execution will include construction of two production plants:

 

1.

West Lithium Chloride Plant producing 304,420 tpy of lithium chloride at LANXESS’ West Plant, as a feedstock for the production of lithium chloride.

 

Preliminary Economic Assessment of LANXESS Smackover Project    185


2.

Central Lithium Carbonate Plant Train No 2, producing 8,200 tpy of lithium chloride.

The capital cost (rounded to ‘000) for Phase 2 is shown in Table 21-4.

Table 21-4 Phase 2 CAPEX

 

Description

   Values US$      Factor      Cost US$  

South Lithium Chloride Plant Equipment Cost

     19,681,838        5.05        99,393,000  

Central Lithium Carbonate Plant Train No 2 Equipment Cost

     5,102,714        5.05        25,769,000  

Pipelines

           3,780,000  
        

 

 

 

TOTAL

           128,942,000  
        

 

 

 

 

21.1.2.3

    Phase 3

Phase 3 of project execution will include construction of two production plants:

 

1.

Central Lithium Chloride Plant producing 117,152 tpy of lithium chloride at LANXESS’ Central Plant as a feedstock for the production of lithium carbonate.

 

2.

Central Lithium Carbonate Plant Train No 3, producing 3,000 tpy of lithium carbonate.

The capital cost (rounded to ‘000) for Phase 3 is shown in Table 21-5.

Table 21-5 Phase 3 CAPEX

 

Description

   Values US$      Factor      Cost US$  

Central Lithium Chloride Plant Equipment Cost

     13,186,000        5.05        66,589,000  

Central Lithium Carbonate Plant Train No 3 Equipment Cost

     3,418,000        5.05        17,261,000  
        

 

 

 

TOTAL

           83,850,000  
        

 

 

 

 

21.1.2.4

    CAPEX Summary

The capital cost (rounded to ‘000) for the three phases of Project development is shown in Table 21-6.

Contingency is applied at 25%.

 

Preliminary Economic Assessment of LANXESS Smackover Project    186


Table 21-6 CAPEX Summary

 

Project Phase

   Cost US$      Contingency US$      CAPEX US$
(incl. contingency)
 

Phase 1

     136,937,000        34,234,000        171,171,000  

Phase 2

     128,942,000        32,236,000        161,178,000  

Phase 3

     83,850,000        20,963,000        104,813,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     349,729,000        87,433,000        437,162,000  
  

 

 

    

 

 

    

 

 

 

 

21.2

Operating Expenditures (OPEX)

Operating expenditures will vary during the staged development, as the production will increase after each phase is completed. The operating costs presented below are for full production after completion of the Phase 3 expansion.

Operating costs for Phase 1 and for Phase 2 are calculated using the same methodology, but only summary tables are presented.

The OPEX is divided into two categories: direct operating costs and indirect operating costs. The total estimated average annual OPEX for each phase of project development is shown in Table 21-23.

For the calculation of the average annual OPEX, the assumption is that the Smackover lithium processing complex will operate at three (3) main locations, as follows:

 

1.

LANXESS Central Plant

 

   

Central Lithium Chloride Plant;

 

   

Central Lithium Carbonate Train No 1;

 

   

Central Lithium Carbonate Train No 2; and

 

   

Central Lithium Carbonate Train No 3.

 

2.

LANXESS South Plant:

 

   

South Lithium Chloride Plant.

 

3.

LANXESS West Plant:

 

   

West Lithium Chloride Plant.

 

21.2.1

    Direct Operational Expenditures

The following cost elements are taken into account for the direct OPEX estimation:

 

   

Manpower;

 

Preliminary Economic Assessment of LANXESS Smackover Project    187


   

Electric Power;

 

   

Reagents and Consumables;

 

   

Water;

 

   

Natural Gas;

 

   

Miscellaneous Costs;

 

   

Sustaining Capital;

 

   

Product Transportation; and

 

   

Land leases.

 

21.2.1.1

  Manpower

Labour levels are based on experience and reported data from facilities operating in the region. Salary and wage estimates are based on published data for various trades prevailing in the City of El Dorado, Arkansas.

The annual costs for personnel have been estimated for the different parts of the plant, based on an estimate of the required personnel for each plant, and taking into account a two shifts system for most operations combined, with subdividing of the personnel into four (4) categories. The salaries for these categories have been estimated based on information provided for typical salaries in the region and are summarized in Table 21-7.

Table 21-7 Manpower Unit Costs

 

Category

   Cost to Company
US$/Year
    

Comments

Higher Management

     180,000      Manpower costs include direct pay, social insurance expenditures and labour-related taxes

Management

     130,000  

Skilled Worker

     85,000  

Worker

     65,000  

Personnel and staffing requirements, for the different parts of the operation, are discussed in the following sections. Personnel have been classified in different groups, with different salary levels, based on the required skill sets.

 

21.2.1.2

  Management

Management includes higher management, for different sections of the operation, who are responsible for supervising their respective sections. The management level is not assigned to shift systems; therefore, all jobs are calculated as number of jobs and summarized in Table 21-8.

 

Preliminary Economic Assessment of LANXESS Smackover Project    188


Table 21-8 Management Personnel

 

Position

   Category      No. of Positions      Comments  

General Manager

     Higher Management        1        1 shift  

General Superintendent Process

     Higher Management        1        1 shift  

Chief Engineer Production

     Higher Management        1        1 shift  

Administration Superintendent

     Management        1        1 shift  

HSEC* Manager

     Management        1        1 shift  

LCS** Superintendent

     Management        1        1 shift  
     

 

 

    

Subtotal

        6     
     

 

 

    
*

Health and Safety Superintendent

**

Logistics Superintendent

 

21.2.1.3

  Production Personnel

Production personnel include the staff for the lithium chloride plants (South and West) and the integrated operations (lithium chloride and lithium carbonate) at the Central Plant. The estimate presented in Table 21-9 is based on experience from operations on similar projects. The production personnel, as listed in Table 21-9, are mostly assigned within a two-shift system, with an additional shift to account for holidays and sickness.

During start-up and acceleration of the operations, increased personnel may be required. At that time, start-up staff from different suppliers and installation companies will be engaged.

Table 21-9 Production Personnel

 

Position

   Category    No. of Positions    Comments  

Central Lithium Chloride and Lithium Carbonate Plants

        

Plant Foreman

   Management    1      1 shift  

Process Engineer

   Management    2      2 shifts  

Plant Operator

   Skilled Worker    6      3 shifts  

Loading Operator

   Worker    6      2 shifts  

Labourers

   Worker    6      2 shifts  

 

Preliminary Economic Assessment of LANXESS Smackover Project    189


Position

   Category      No. of Positions      Comments  

Subtotal

        21     

South Lithium Chloride Plant

        

Plant Foreman

     Management        1        1 shift  

Plant Operator

     Skilled Worker        6        3 shifts  

Loading Operator

     Worker        2        2 shifts  

Labourers

     Worker        4        2 shifts  
     

 

 

    

Subtotal

        13     
     

 

 

    

West Lithium Chloride Plant

        

Plant Foreman

     Management        1        1 shift  

Plant Operator

     Skilled Worker        6        3 shifts  

Loading Operator

     Worker        2        2 shifts  

Labourers

     Worker        4        2 shifts  
     

 

 

    

Subtotal

        13     
     

 

 

    

 

21.2.1.4  

Administration Personnel

Administration personnel are not assigned within shift systems; therefore, all jobs are calculated only for single shifts. The staffing tiers conform to skilled worker and worker levels, as shown in Table 21-10. These personnel are included as logistics, procurement, accounting and human resource management.

Table 21-10 Administration Personnel

 

Position

   Category      No. of Positions      Comments  

Logistics Coordinator

     Skilled Worker        1        1 shift  

Plans and Business

     Skilled Worker        1        1 shift  

Clerk/Reception

     Worker        1        1 shift  

HR / Data Clerk

     Worker        1        1 shift  

Driver/Assistant

     Worker        1        1 shift  
     

 

 

    

Subtotal

        5     
     

 

 

    

 

Preliminary Economic Assessment of LANXESS Smackover Project    190


21.2.1.5 Quality Control & Laboratory Personnel

Quality Control (QC) and laboratory personnel are assigned within a two-shift system, as continuous control of brines and crystal crops are required during operation. There is no additional shift to cover holidays and sickness. The staffing tiers conform to lower management and skilled worker levels, as shown in Table 21-11. They are included in the OPEX as plant costs.

Table 21-11 QC and Lab Personnel

 

Position

   Category      No. of Positions      Comments  

Lab Technician

     Management        2        2 shifts  

Lab Assistant

     Skilled Worker        2        2 shifts  
     

 

 

    

Subtotal

        4     
     

 

 

    

 

21.2.1.6

  Maintenance Personnel

Maintenance personnel are assigned with a two-shift system and there is no additional shift to cover holidays and sickness. The staff for maintenance will conform to skilled worker and worker levels and are detailed in Table 21-12.

Table 21-12 Maintenance Personnel

 

Position

   Category      No. of Positions      Comments  

Maintenance Foreman

     Skilled Worker        1        1 shift  

Mechanics

     Skilled Worker        4        2 shifts  

Electrician/Instrument Technician

     Skilled Worker        2        2 shifts  

Labourers

     Worker        4        2 shifts  
     

 

 

    

Subtotal

        11     
     

 

 

    

 

21.2.1.7  

Service Personnel

Service personnel are partly assigned within a two-shift system and are responsible for safety and security at the plant. Even though security services may be provided by LANXESS existing operations, the cost provisions need to be captured in the OPEX. These staff conform to the worker level, as detailed in Table 21-13.

 

Preliminary Economic Assessment of LANXESS Smackover Project    191


Table 21-13 Service Personnel

 

Position

   Category      No. of Positions      Comments  

Security/Watchman

     Worker        6        3 shifts  
     

 

 

    

Subtotal

        6     
     

 

 

    

A cost summary of manpower in all categories at full production (Phase 3) is given in Table 21-14.

Table 21-14 Manpower Cost Summary

 

Category

   No. of Positions      Unit Cost US$      Cost US$  

Higher Management

     3        180,000        540,000  

Management

     10        130,000        1,300,000  

Skilled Workers

     29        85,000        2,465,000  

Worker

     37        65,000        2,405,000  
  

 

 

       

 

 

 

Total

     79           6,710,000  
  

 

 

       

 

 

 

The estimated annual cost of manpower is US$ 6,710,000.

 

21.2.1.8

  Electrical Power

Electrical energy will be delivered to the sites from the Arkansas power grid. The Industrial rate for the operation is 0.053 US$/kWh.

The electrical energy use and cost summary is shown in Table 21-15.

Table 21-15 Electrical Use and Cost

 

Description

   Phase 1      Phase 2      Phase 3  

Central Plant Location

        

Buildings & Structures (kW)

           768  

Utilities (kW)

           2,027  

Lithium Chloride Plant (kW)

           675  

Reagents (kW)

           281  

 

Preliminary Economic Assessment of LANXESS Smackover Project    192


Description

   Phase 1      Phase 2      Phase 3  

Central Lithium Carbonate Plant Train 1

(kW)

           473  

Central Lithium Carbonate Plant Train 2

(kW)

        611     

Central Lithium Carbonate Plant Train 3

(kW)

     1,940        

South Plant Location

        

Buildings & Structures (kW)

     990        

Utilities (kW)

     4,831        

South Lithium Chloride Plant (kW)

     1,608        

Reagents (kW)

     160        

West Plant Location

        

Buildings & Structures (kW)

        925     

Utilities (kW)

        4,513     

West Lithium Chloride Plant (kW)

        1,503     

Reagents (kW)

        150     

Electrical Energy Demand (kW)

     9,529        7,702        4,224  

Operating Time (hrs)

     8,000        8,000        8,000  

Electrical Energy Use (kWh)

     76,232,000        61,616,000        33,792,000  

Unit Cost (US$ per kWh)

     0.053        0.053        0.053  

Sub-Total

     4,040,000        3,266,000        1,791,000  
  

 

 

    

 

 

    

 

 

 

Annual Cost of Electricity (US$)

   $ 4,040,000      $ 7,306,000      $ 9,097,000  
  

 

 

    

 

 

    

 

 

 

 

21.2.1.9

  Reagents and Consumables

Items under this budget line include reagents and other additions that are required in the production process of lithium chloride semi-product and lithium carbonate final product. The cost of reagents is estimated on a per tonne of battery grade lithium carbonate base.

The cost of reagents required for one (1) tonne of lithium carbonate production is US$ 3,107, as shown in Table 21-16. Initial analysis suggests that a substantial portion of the reagent costs could be reduced if

 

Preliminary Economic Assessment of LANXESS Smackover Project    193


some process optimization is completed, and/or, some reagent recovery is contemplated; see Section 26.

Table 21-16 Reagents Cost Per Tonne of Li2CO3

 

Description

   Consumption per
tonne of Li2CO3
     Unit Cost US$      Cost US$  

Ammonia

     1039 kg        435/tonne        452  

25% NaOH

     3117 kg        345/tonne        1,075  

Adsorbent

     90 kg        5,020/tonne        452  

31.5% HCl

     5,729 kg        155/tonne        888  

Na2CO3

     77 kg        300/tonne        23  

Membrane Replacement

     164 m2        1.324        217  
        

 

 

 

Total

           3,107  
        

 

 

 

The reagents cost summary is provided in Table 21-17.

Table 21-17 Reagents Cost Summary

 

Description

   Phase 1      Phase 2      Phase 3  

Lithium Carbonate Production Increase (tpy)

     9,700        8,200        3,000  

Reagents cost per tonne (US$)

     3,107        3,107        3,107  

Total (US$)

   $ 30,138,000      $ 25,477,000      $ 9,321,000  
  

 

 

    

 

 

    

 

 

 

Annual Cost of Reagents (US$)

   $ 30,138,000      $ 55,615,000      $ 64,936,000  
  

 

 

    

 

 

    

 

 

 

 

21.2.1.10

  Water

The estimated cost of process and domestic water is based on the supply of water from an on-site existing distribution network. The unit cost rate of water use is for industrial users in Arkansas. The process water usage for the project is provided in Table 21-18.

 

Preliminary Economic Assessment of LANXESS Smackover Project    194


Table 21-18 Process Water Use

 

Description

   Phase 1      Phase 2      Phase 3  

Annual Production of lithium carbonate (tpy)

     9,700        17,900        20,900  

Annual Water Use per tonne of lithium carbonate

     119        119        119  

Annual Water Use (m3)

     1,154,300        2,130,100        2,487,100  

Water Unit Cost US$/m3

     0.43        0.43        0.43  
  

 

 

    

 

 

    

 

 

 

Annual Total Cost (US$)

   $ 496,000      $ 916,000      $ 1,070,000  
  

 

 

    

 

 

    

 

 

 

 

21.2.1.11

  Natural Gas

The estimated cost of natural gas is based on the supply from an on-site existing distribution network. The unit cost rate of natural gas use is for large industrial users in Arkansas. Table 21-19 shows the annual total cost for natural gas use.

Table 21-19 Natural Gas Use

 

Description

   Phase 1      Phase 2      Phase 3  

Annual Production of lithium carbonate (tpy)

     9,700        17,900        20,900  

Annual Natural Gas Use per tonne of lithium carbonate

     250        250        250  

Annual Natural Gas Use (m3)

     2,425,000        4,475,000        5,225,000  

Unit Cost US$/m3

     0.24        0.24        0.24  
  

 

 

    

 

 

    

 

 

 

Annual Total Cost (US$)

   $ 582,000      $ 1,074,000      $ 1,254,000  
  

 

 

    

 

 

    

 

 

 

 

21.2.1.12

  Sustaining Capital

Sustaining capital expenditures (S-CAPEX) are investments for replacement of large equipment not covered by maintenance costs that are required to keep all equipment for the operation in good shape (e.g. replacement of a main distribution pipeline section). The estimate is based on an estimation of the averaged aggressiveness of the environment and the expected lifetime of main equipment.

 

Preliminary Economic Assessment of LANXESS Smackover Project    195


21.2.1.13

  Plant Facilities

Sustaining CAPEX is estimated as a percentage of the direct CAPEX. The S-CAPEX for the plant and on-site supporting facilities, is taken as 1.5% of direct CAPEX and is shown in Table 21-20.

Table 21-20 Sustaining Capital Cost

 

Area Name

   Equipment
Cost (US$)
     Direct Cost
Lang Factor
     Direct Cost
(US$)
     Indirect
OPEX Factor
    Indirect
OPEX (US$)
 

Phase 1

             

South Lithium Chloride Plant

     21,165,612             

Central Lithium Carbonate Plant

     5,487,397             

Train No.1

             
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Sub-Total

     26,653,000        3.00        79,959,000        1.50     1,199,000  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Phase 2

             

West Lithium Chloride Plant

     19,681,838             

Central Lithium Carbonate Plant

     5,102,714             

Train No.2

             
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Sub-Total

     24,785,000        3.00        74,355,000        1.50     1,115,000  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Phase 3

             

Central Lithium Chloride Plant

     13,186,000             

Central Lithium Carbonate Plant

     3,418,000             

Train No.3

             
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Sub-Total

     16,604,000        3.00        49,812,000        1.50     747,000  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

The estimated annual cost of sustaining capital S-CAPEX is:

 

   

Phase 1        US$1,199,000;

 

   

Phase 2        US$2,314,000; and

 

   

Phase 3        US$3,061,000.

 

21.2.1.14

  Products Transportation

The lithium chloride and reclaim brine between the South Plant and Central Plant, and between West Plant and Central Plant is transported using dedicated 6” HDPE u/g pipeline laid in the LANXESS right of way.

 

Preliminary Economic Assessment of LANXESS Smackover Project    196


The annual cost of operating the pipelines is estimated at:

 

   

Phase 1 US$48,000; and

 

   

Phase 2 US$48,000+US$75,000=US$123,000.

 

21.2.1.15

  Miscellaneous Costs

Miscellaneous operating costs include costs that may be required but cannot be detailed at this stage of the project. For these reasons, these costs are estimated at 1.5% of the other direct costs (See Table 21-23). Miscellaneous Direct Operational Costs are provided in Table 21-21.

Table 21-21 Miscellaneous Direct Operational Costs

 

Description

   Unit      Phase 1      Phase 2      Phase 3  

Direct Operational Costs

     US$        40,348,000        73,228,000        86,551,000  

Cost as a Percentage of Direct Operational Costs

     %        1.5        1.5        1.5  
     

 

 

    

 

 

    

 

 

 

TOTAL

     US$        605,000        1,098,000        1,298,000  
     

 

 

    

 

 

    

 

 

 

The estimated annual cost of miscellaneous direct expenditures at full operation is US$1,298,000.

 

21.2.1.16  

Indirect Operational Expenditures

Indirect operational expenditures are not directly related with production, but are services required for monitoring and optimizing the operation, and for activities related to community and customer satisfaction. Indirect OPEX components are usually given as a percentage of the direct OPEX, except for insurance and plant closure fund, which are calculated as percentage of direct CAPEX, as follows:

 

   

Insurance during the operation phase will cover Property, general liability and risk of business interruption. The annual premium insurance has been estimated at 0.5% of direct CAPEX.

   

The annual cost of sales, marketing and customer relations is estimated as 0.15% of direct OPEX.

 

   

The cost for plant optimization and project development is estimated as 0.25% of direct OPEX to cover salaries for consultants and contractors for studies on development tasks.

 

   

Environmental monitoring contains the annual cost of environmental assessment and monitoring, including air, water, waste, noise, and changes to the environment. The annual cost for environmental monitoring is estimated as 0.5% of direct OPEX.

 

   

The annual cost for community benefits is estimated as 0.1 % of direct OPEX and covers funds set up for education and community development.

 

Preliminary Economic Assessment of LANXESS Smackover Project    197


   

The cost for a closure fund was not incorporated in the CAPEX. Closure fund accumulation is planned to start in year-1, by paying annual instalments into a savings fund until it reaches the required capital of 5% of direct CAPEX.

The indirect operational cost summary is provided in Table 21-22.

Table 21-22 Indirect Operational Costs

 

Cost Category

   %      Phase 1      Phase 2      Phase 2  

Insurance (% of Direct CAPEX)

     0.50        400,000        772,000        1,021,000  

Sales Marketing and Customers Relations

     0.15        61,000        111,000        132,000  

Plant Optimizations and Development

     0.25        102,000        186,000        220,000  

Environmental Monitoring

     0.50        204,000        372,000        439,000  

Community Benefits

     0.10        41,000        74,000        88,000  

Mine Closure Fund (% of Direct CAPEX)

     0.25        200,000        386,000        510,000  
     

 

 

    

 

 

    

 

 

 

TOTAL

        1,008,000        1,901,000        2,410,000  
     

 

 

    

 

 

    

 

 

 

The estimated annual cost indirect expenses operation is US$2,405,000.

 

21.2.2

  OPEX Summary

Annual operating cost summary is given in Table 21-23.

Table 21-23 Annual Operating Cost Summary

 

Description

   Phase 1
US$
     Phase 2
US$
     Phase 3
US$
 

Direct Operational Expenditures

        

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

 

Preliminary Economic Assessment of LANXESS Smackover Project    198


Description

   Phase 1
US$
     Phase 2
US$
     Phase 3
US$
 

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  
  

 

 

    

 

 

    

 

 

 

Subtotal

     40,953,000        74,326,000        87,849,000  
  

 

 

    

 

 

    

 

 

 

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

Note: All-in OPEX per one metric tonne of production is US$4,319.

 

Preliminary Economic Assessment of LANXESS Smackover Project    199


22

Economic Analysis

 

 

The objective of this section is to present an economic analysis of the Project to determine its financial viability. The analysis was prepared using an economic model and assesses a discounted after-tax cash flow scenario. Capital (CAPEX) and Operational (OPEX) Expenditures presented in previous sections have been used in this analysis. The model includes all taxes, government and commercial royalties/payments and community engagement contributions. The results include Net Present Value (NPV) for an 8% discount rate, Internal Rate of Return (IRR) and sensitivity analysis of key inputs.

 

22.1

Evaluation Criteria

The following criteria have been used to develop the economic model:

 

   

Project life: engineering and construction for each phase of the project development is estimated at 18 months (1 12 years).

 

   

Operating life span of the process plants is estimated at 25 years from the start of production of Phase 1.

 

   

Pricing for battery grade lithium carbonate is as per conclusions in Section 19 Market Studies and Contracts, which assumes a three-year rolling average price of US$13,550/t.

 

   

The Discounted Cash Flow (DCF) economic evaluation was carried out on a constant money basis, so there is no provision for escalation or inflation on costs or revenue.

 

   

Equity basis: for project DCF evaluation purposes, it has been assumed that 100% of capital expenditures, including pre-production expenses, are financed with owners’ equity.

 

   

Pre-construction expenses are treated as sunk costs and not included in DCF analysis.

 

   

The exchange rate assumed is 1 US$ = 1.30 CAD.

 

22.2

Taxes & Royalties

The following royalties and taxes have been applied to the economic analysis of the Project.

 

22.2.1

 Royalty

Brine used for lithium production is tail-brine from the existing LANXESS operations. No government royalties are to be applied. Brine lease fees, in lieu of royalties, will be applicable, but are yet to be determined. Brine lease fees are not included in this analysis.

 

22.2.2

 Mining Licenses

No separate mining license is required. The Project will process the tail-brine that exits the LANXESS operations.

 

Preliminary Economic Assessment of LANXESS Smackover Project    200


22.2.3

 Capital Allowance

A capital cost allowance of 3% is used for this analysis.

 

22.2.4

 Corporate Taxes

The US Federal Corporate Income Tax (CIT) rate of 21%, and the State Arkansas CIT rate of 6.5%, are used for this analysis.

 

22.3

CAPEX Spend Schedule

The economic model assumes that capital investment disbursements will be spread over three (3) phases of development. Each phase will be 18 months (1 12 years).

 

22.3.1

 Lithium Carbonate Production Schedule

Production of lithium carbonate will start at the end of Phase 1 and will increase incrementally after completion of each phase.

 

   

Phase 1 9,700 tpy;

 

   

Phase 2 (9,700+8,200) = 17,900 tpy; and

 

   

Phase 3 (9,700+8,200+3,000) = 20,900 tpy.

 

22.4

Production Revenues

Production revenues have been estimated based on a single price scenario for battery grade lithium carbonate, as identified in Section 19 Market Studies and Contracts.

 

22.5

Cash-Flow Projection

Table 22-1 summarizes the Discounted Cash Flow (DCF) for the assumed Base Case (Case 1) price and production level scenario.

 

Preliminary Economic Assessment of LANXESS Smackover Project    201


Table 22-1 Annual Operating Cost Summary

 

          Year     2021     2022     2023     2024     2025     2026     2027     2028     2044     2045     2046  

Table 22-1

              0     1     2     3     4     5     6     7     23     24     25  

Price LC ($/t ) - Phase 1 South

    13,550       9,700         4,850       9,700       9,700       9,700       9,700       9,700       9,700       9,700       9,700       9,700  

Price LC ($/t) - Phase 2 West

    13,550       8,200             8,200       8,200       8,200       8,200       8,200       8,200       8,200       8,200  

Price LC ($/t) - Phase 3 Central

    13,550       3,000               1,500       3,000       3,000       3,000       3,000       3,000       3,000  

Discount Rate (i)

    8       Production:       4,850       9,700       17,900       19,400       20,900       20,900       20,900       20,900       20,900       20,900  

100%

    13,550                          

Gross Revenue

        —         65,717,500       131,435,000       242,545,000       262,870,000       283,195,000       283,195,000       283,195,000       283,195,000       283,195,000       283,195,000  

Operating Costs (OPEX)

        —         20,981,000       41,962,000       76,227,000       83,243,000       90,259,000       90,259,000       90,259,000       90,259,000       90,259,000       90,259,000  

Operating EBITDA

        —         44,736,500       89,473,000       166,318,000       179,627,000       192,936,000       192,936,000       192,936,000       192,936,000       192,936,000       192,936,000  

Development Capital Expenditure

    -437,163,000       100     -114,684,670       -109,675,170       -107,989,260       -70,225,380       -34,588,620       —         —         —         —         —         1  

Capital Allowance

    3.00       0       -3,440,537       -3,440,537       -3,440,537       -3,440,537       -13,114,890       -13,114,890       -13,114,890       -13,114,890       -13,114,890       -13,114,890  

Taxable Expenses

        -114,684,570       -113,115,707       -111,429,797       -73,665,917       -38,029,157       -13,114,890       -13,114,890       -13,114,890       -13,114,890       -13,114,890       13,114,889  

Net Taxable Income

        -114,684,570       -68,379,207       -21,956,797       92,652,083       141,597,843       179,821,110       179,821,110       179,821,110       179,821,110       179,821,110       179,821,111  

US Federal Corp. Income Tax

    21.0     21.0     —         —         —         -19,456,937       -29,735,547       -37,762,433       -37,762,433       -37,762,433       -37,762,433       -37,762,433       -37,762,433  

State Arknasas Corp. Income Tax

    6.5     65     —         —         —         -6,022,385       -9,203,860       -11,688,372       -11,688,372       -11,688,372       -11,688,372       -11,688,372       -11,688,372  

Profit after Taxes and Royalties

        -114,684,570       -68,379,207       -21,956,797       67,172,760       102,658,436       130,370,305       130,370,305       130,370,305       130,370,305       130,370,305       130,370,305  

Net Cash Flow

        -114,684,570       -68,379,207       -21,956,797       73,195,145       111,862,296       142,058,677       142,058,677       142,058,677       142,058,677       142,058,677       142,058,678  

NPV

  $ 989,432,000                          

IRR

    36.0                        

 

Preliminary Economic Assessment of LANXESS Smackover Project    202


22.6

Economic Evaluation Results

The Project economics resulting from the assumed price scenario at full production, which was used in the economic model, are presented in Table 22-2. CAPEX, OPEX and NPV values are rounded to the nearest ‘000 for clarity. Values of NPV were also calculated for a discount rate of 8%.

Table 22-2 Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units    Values      Comments  

Production

   tpy      20,900        At completion of Phase 3 production  

Plant Operation

   years      25        From the start of Phase 1 production  

Capital Cost (CAPEX)

   US$      437,162,000     

Annual Operating Cost (OPEX)

   US$      90,259,000     

Average Selling Price

   US$/t      13,550     

Annual Revenue

   US$      283,195,000     

Discount Rate

   %      8     

Net Present Value (NPV) Post-Tax

   US$      989,432,000     

Net Present Value (NPV) Pre-Tax

   US$      1,304,766,000     

Internal Rate of Return (IRR) Post-Tax

   %      36.0     

Internal Rate of Return (IRR) Pre-Tax %

   %      41.8     

 

22.7

Sensitivity Analysis

A sensitivity analysis methodology, using one-factor-at-a-time (OAT), involves changing one input variable, keeping others at their baseline (nominal) values, and then, returning the variable to its nominal value. This is repeated for each of the other inputs in the same way.

OAT sensitivity analysis of the project key variables (CAPEX, OPEX, Selling Price changing +/- 20%) was conducted to illustrate the impact of changes on the corresponding values of NPV and IRR.

The results of the sensitivity analysis, at an 8% discount rate, are presented in Table 22-3 to Table 22-5, and Figures 22-1 to 22-4.

Sensitivity of NPV and IRR to the CAPEX increase and decrease by 20% from the Base Case, is shown in Table 22-3.

 

Preliminary Economic Assessment of LANXESS Smackover Project    203


Table 22-3 Sensitivity Analysis to CAPEX Variation

 

Overview

   Case 1
(Base Case) (US$)
     Case 2
CAPEX -20%(US$)
     Case 3
CAPEX +20%(US$)
 

Capital Cost (CAPEX)

     437,162,000        349,730,440        524,596,000  

Net Present Value (NPV) Post-Tax

     989,432,000        1,003,337,000        975,526,000  

Net Present Value (NPV) Pre-Tax

     1,304,766,000        1,326,357,000        1,283,174,000  

Internal Rate of Return (IRR) Post-Tax

     36.0        36.2        35.8  

Internal Rate of Return (IRR) Pre-Tax

     41.8        42.2        41.4  

Sensitivity of NPV and IRR to the OPEX increase and decrease by 20% from the Base Case, is shown in Table 22-4.

Table 22-4 Sensitivity Analysis to OPEX Variation

 

Overview

   Case 1
(Base Case) (US$)
   Case 4
OPEX -20% (US$)
   Case 5
OPEX +20%(US$)
 

Operating Cost (OPEX)

   90,259,000    72,207,000      108,311,000  

Net Present Value (NPV) Post-Tax

   989,432,000    1,124,739,000      854,125,000  

Net Present Value (NPV) Pre-Tax

   1,304,766,000    1,473,095,000      1,136,436,000  

Internal Rate of Return (IRR) Post-Tax

   36.0    39.7      32.4  

Internal Rate of Return (IRR) Pre-Tax

   41.8    45.9      37.7  

Sensitivity of NPV and IRR to the products selling price increase and decrease by 20% from the Base Case, is shown in Table 22-5.

 

Preliminary Economic Assessment of LANXESS Smackover Project    204


Table 22-5 Sensitivity Analysis to Product Price Variation

 

Overview

   Case 1
(Base Case)
     Case 6
Revenue -20%
     Case 7
Revenue +20%
 

Average Selling Price US$/t of Li2CO3

     13,550        10,840        16,260  

Net Present Value (NPV) Post-Tax (US$)

     989,432,000        564,335,000        1,414,529,000  

Net Present Value (NPV) Post-Tax (US$)

     1,304,766,000        775,894,000        1,833,637,000  

Internal Rate of Return (IRR) Post-Tax

     36.0        24.5        47.5  

Internal Rate of Return (IRR) Pre-Tax

     41.8        28.9        54.5  

Sensitivity of Post-Tax NPV to the changes in the CAPEX, OPEX, and Selling Price by +/- 20% is illustrated in Figure 22-1.

 

LOGO

Figure 22-1 NPV Post Tax Sensitivity

Sensitivity of Pre-Tax NPV to the changes in the CAPEX, OPEX, and Selling Price by +/- 20% is illustrated in Figure 22-2.

 

Preliminary Economic Assessment of LANXESS Smackover Project    205


LOGO

Figure 22-2 NPV Pre-Tax Sensitivity

Sensitivity of Post-Tax IRR to the changes in the CAPEX, OPEX, and Selling Price by +/- 20% is illustrated in Figure 22-3.

 

LOGO

Figure 22-3 IRR Post-Tax Sensitivity

Sensitivity of Pre-Tax IRR to the changes in the CAPEX, OPEX, and Selling Price by +/- 20% is illustrated in Figure 22-4.

 

Preliminary Economic Assessment of LANXESS Smackover Project    206


LOGO

Figure 22-4 IRR Pre-Tax Sensitivity

The OAT sensitivity analysis indicates that the project is as follows:

 

   

Very sensitive to the product selling price variation;

 

   

Moderately sensitive to the OPEX variation; and

 

   

Relatively insensitive to the CAPEX increase and decrease.

The project is shown to be less sensitive to variations in capital expenditures than to variations in operating cost when measuring IRR and NPV.

 

22.8

Conclusions

The Project’s economics resulting from the assumed price scenario used in the economic model is presented in Table 22-1. A sensitivity analysis was conducted to illustrate the impact of +/- 20% changes in key variables on the project’s NPV and IRR (Table 22-3 to Table 22-5).

 

   

CAPEX: Capital investment for the 20,900 tpy of battery grade lithium carbonate, including equipment, materials, indirect costs and contingencies at 25%, is estimated to be US$437.2 M. This total excludes interest expenses that might be capitalized during the same period.

 

   

OPEX: The operating cost for the Project is estimated at US$90.3 M, annually. This figure includes plant chemicals, energy, labour, brine waste removal, maintenance, sustaining capital and transportation.

 

   

Cash Flow: Cash flow is calculated according to the production ramp up that will reach 100% in year-6 after start of construction and in year-4 after start of operations.

 

Preliminary Economic Assessment of LANXESS Smackover Project    207


   

Post-Tax Sensitivity Analysis:

 

   

The Sensitivity analysis at a discount rate of 8% indicates that the project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

   

Project economics is very sensitive to the variations in the product selling price. A change in selling price by +/- 20% changes the value of the NPV by +/- 43% and the value of IRR by +/- 32%.

 

   

The Project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of the NPV by +/- 14% and the value of IRR by +/-10%.

 

   

The project economics is relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/-20% changes the value of the NPV by +/-1% and the value of IRR by less than +/- 1%.

 

   

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating costs have significantly lower impact on the overall economics.

 

   

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the project.

 

Preliminary Economic Assessment of LANXESS Smackover Project    208


23

Adjacent Properties

 

 

There are two major bromine producers in Arkansas: LANXESS and Albemarle Corporation (see Figure 23-1). LANXESS has its Arkansas headquarters in El Dorado, Arkansas. Albemarle’s Arkansas headquarters are at the center of its Property in Magnolia, Arkansas. Albemarle’s Property is situated approximately 3 km from the western boundary of the LANXESS Property.

Like LANXESS, Albemarle produces bromine (Albemarle Corporation 2017) and chemical derivatives therefrom. In 2011, Albemarle announced it had developed a proprietary technology for lithium extraction from brine that would allow the company to recover lithium that is present in the brines at its Magnolia, Arkansas bromine facility and utilize it to produce lithium carbonate (Albemarle Corporation 2011). Albemarle has successfully produced lithium carbonate in a laboratory setting and has operated a Pilot Plant to optimize the process. Previously, it was reported that commercial production could begin in 2013 (Albemarle Corporation 2011; Magnolia Reporter 2011), but to the best of the author’s knowledge, Albemarle has not commenced any commercial production of lithium chemicals from its Smackover Formation brine.

 

LOGO

Figure 23-1 Location of Brine Producers in Southern Arkansas

 

Preliminary Economic Assessment of LANXESS Smackover Project    209


24

Other Relevant Data and Information

 

 

 

24.1

Introduction

It is assumed that the lithium chloride and carbonate production units will be built at the existing LANXESS bromine operations and will be mostly covered by the current operating permits. Some additional works will be required in respect to the modification of existing permits and negotiations with regulators.

It is assumed that Engineering, Procurement and Construction Management (EPCM) of the plant and brine field development will take approximately 18 months for each site. Production will ramp-up from mechanical completion of each site to reach the nameplate capacity within 12 weeks.

The tentative project schedule in this PEA report is developed on the assumption that the project will be fully funded, regulatory permits will be granted without delays, external agencies and suppliers will be cooperative and management of the execution will be by competent EPCM / EPC organization. Preliminary development schedule is given in Figure 24-1.

 

24.2

Execution Strategy

The PEA for the Smackover Lithium project execution strategy is based on the hybrid model mixing the conventional EPCM and Engineering Procurement Construction (EPC) approach. This type of hybrid model will allow for extensive participation of the local contractors where possible. The preliminary schedule includes typical durations for major activities based on experience with similar size projects.

A more detailed execution plan is to be developed during Pre-Feasibility Study (PFS) and later Bankable Feasibility Study (BFS) phases of the project.

Schedule is developed based on the assumption that the project will be fully financed as per Standard Lithium’s agreements with LANXESS; that is, LANXESS will provide 100% of project finance.

Project is to be executed in phases, as follows:

 

   

Phase 1 – South Plant Lithium Chloride Unit, Central Plant Lithium Carbonate Unit No 1;

 

   

Phase 2 – West Plant Lithium Chloride Unit, Central Plant Lithium Carbonate Unit No 2; and

 

   

Phase 3 – Central Plant Lithium Chloride Unit and Lithium Carbonate Unit No 3.

Project permitting will cover all three plants at once.

 

24.3

Project Development Plan

Project developments include the following major phases:

 

Preliminary Economic Assessment of LANXESS Smackover Project    210


   

Preliminary Economic Assessment (PEA);

 

   

Pre-Feasibility Study (PFS);

 

   

Feasibility Study (FS);

 

   

Environmental Impact Statement (if required; although initial review suggests it will not be) and Permitting; and

 

   

EPCM/EPC

 

   

South Plant

 

   

West Plant

 

   

Central Plant.

 

24.4

Project Schedule

The schedule of Project execution Level 1, developed for the PEA phase, is a graphical snapshot of the driving summary activities and logic. The intent is to demonstrate major Project execution activities and key milestones. The schedule covers the entire Project life cycle from the start of the PEA study until commissioning and nameplate production capacity is reached.

The Level 1 Project execution schedule is presented in Figure 24-1.

 

LOGO

Figure 24-1 Project Schedule

 

24.5

Risk Assessment Summary

A risk analysis workshop was held with key stakeholders to identify potential external factors that may impact the Project in future phases of development. The external factors identified include the following:

 

Preliminary Economic Assessment of LANXESS Smackover Project    211


   

political;

 

   

design/engineering;

 

   

environmental;

 

   

finance;

 

   

procurement; and

 

   

community/cultural.

Within each of these external factor categories, risks (threats) and opportunities were identified and classified by their consequence and the likelihood that they may occur. The risks and opportunities were categorized as: low, medium, high and very high. Figure 24-2 presents the Risk Matrix with associated consequence and likelihood tables and control effectiveness guide.

The consequence of an event occurring, were evaluated by looking at the potential effects on health and safety, environment, financial, schedule or production, operations, Project delivery and legal and regulatory compliance.

During the risk review, seven risks were identified; one (1) very high, five (5) high, and one (1) medium. Three (3) opportunities were identified, which were categorized as high. The threats and opportunities were assessed, and potential risk treatment plans/strategies were identified. These were aimed at reducing the level of the risk as much as possible, or in the case of the opportunity, enhancing the outcome. Following the identification of the treatment plans/strategies, one (1) of the risks was reduced to medium, and six (6) of the risks were reduced to low. Table 24-1 shows the initial risks, existing controls, the initial risk ranking, followed by the risk treatment plan and the residual risk, or treated risk ranking. Table 24-2 presents the opportunities and the existing controls that are in place to enhance the opportunities.

 

Preliminary Economic Assessment of LANXESS Smackover Project    212


Risk Matrix with associated Consequence and Likelihood tables and Control Effectiveness guide

 

LOGO

Figure 24-2 Risk Matrix

 

 

Preliminary Economic Assessment of LANXESS Smackover Project    213


Table 24-1 Risk Review Summary - Threats

 

Risk No.

  

Risk Description

  

Existing Controls

   Initial Risk    Risk Treatment Plan    Residual
Risk
1    If sufficient power is not available, will have higher capital cost for plants.    There is surplus power available to meet electrical demand in the El Dorado area.    Very
High
   Do a power
supply study
during the
PFS phase.
Upgrade the
power
infrastructure
for one or
more of the
plant sites.
   Low
2    If LANXESS reduces/ceases production of brine, could result in reduced availability of tail-brine.    LANXESS has a risk plan for plant failures. Commercial agreement in place incentivises brine supply    High    Install a
bypass and
use pre-
conditioned
brine
   Low
6    If innovative lithium extraction process does not perform as expected, could result in higher OPEX and CAPEX.    Mini-pilot tests completed.    High    Demonstration
Plant
operation
scheduled for
one year,
   Low
7    If market price of lithium carbonate drops, project economics will be negatively affected.    Demand is increasing faster than supply is coming to the market.    High    Phased
approach for
construction.
Add different
lithium
products to
product
offerings.
   Low
8    If specialty adsorbent isn’t readily available, would require additional development costs to self-produce.    Identified more than one manufacturer of product.    High    Develop
geographically
diverse
manufacturing
options/
supply.
   Low
10    If tornados occur, could result in loss of production.    LANXESS Tornado risk control plan in place. Forested area around plant reduces tornado strength.    High    Provide
shelter for
personnel.
Design critical
facilities to
withstand
moderate
tornados.
Carry special
insurance.
   Medium
9    If unknowing infringement of adsorbent patents occurs, could result in licensing claims.    Conducted freedom to operate searches.    Medium    Continue
patent
research.
Ensure
contingency
funds in place
to cover
licensing fees
   Low

 

214


Table 24-2 Risk Review Summary - Opportunities

 

  

Risk
No.

  

Opportunity Description

  

Existing Controls

   Initial
Opportunity

3

   If bypass installed before bromine processing, production rates could increase.    Existing infrastructure can allow a bypass.    High

4

   If additional well fields developed, production could be increased.    Additional brine leases are established. Hydrogeology is well understood.    High

5

   If consumption of reagents is reduced, OPEX could be reduced.    Testing program implemented to optimize the process.    High

 

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25

Interpretations and Conclusions

 

 

 

 

25.1

Geology and Resource Estimate

Based on the results of the geological evaluation and resource estimates, the authors conclude that the Smackover Lithium Project justifies the continued development of the project to evaluate the feasibility of the production of lithium carbonate, in addition to the following interpretations and conclusions:

 

   

The LANXESS Li-brine resource estimate is classified as “Indicated” according to CIM (2014) definition standards. The average lithium concentration used in the resource estimate calculation is 168 mg /L and represents the results of the 2018-2019 sampling program from the LANXESS brine supply wells.

 

   

The cut-off grade of 100 mg/L of lithium concentration was used for the resource estimate in this Technical Report.

 

   

The total Indicated LANXESS Li-brine resource is estimated at 590,000 tonnes of elemental lithium. The total lithium carbonate equivalent (LCE) for the resource is 3,140,000 tonnes. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

 

   

The resource classification is conservative, given the volume of data available regarding the geology, hydrogeology, porosity, brine grade and production records for the LANXESS Property.

 

   

The historical production wells pumping data indicate that the production wells located at the Property should be able to yield a sufficient volume of brine to support the nameplate production level of 20,900 tpy of lithium carbonate.

 

   

The LANXESS Li-brine project has strong prospects for economic extraction, based on aquifer geometry, hydrogeological characterization, effective porosity, brine access, brine volume and flow rate, lithium concentration, and Mini-Pilot recoverability tests conducted to date.

 

25.2

Mineral Processing and Plant Designs

The lithium chloride and lithium carbonate process plants, that are planned for this project, will be located at the three existing LANXESS bromine production operations sites. These sites are located in the vicinity of the City of El Dorado, AR. All three sites have well developed infrastructure for the continuous supply of feedstock brine to the lithium chloride plants and for the chemical processing operations. Some upgrades required for the power supply infrastructure can be easily implemented.

 

25.2.1

Lithium Chloride Plants

The production of lithium chloride, a feedstock semi-product, which is used in the production of lithium carbonate, will be at three locations: South Plant, West Plant and Central Plant. The production process will be the same at each location. Tail-brine will be diverted from each LANXESS Bromine Tower tail-brine tie-in point, to each of the Smackover lithium chloride plants. The key element of the production of purified lithium chloride solution, is the selective lithium extraction – adsorption process.

 

216


The technical solutions included in this report are based on conventional chemical engineering solutions, which are supported by the results of bench tests and mini-pilot plant operations. This approach provides a solid, workable base case to which other design alternatives can be related and compared. To improve the project economics and mitigate the risks, a number of alternative designs should be evaluated during the next phase of the project, Pre-Feasibility Study, including the following:

 

   

An additional circuit to allow for the processing of additional raw brine directly from the well fields;

 

   

An additional circuit, which will allow for the recirculation and reduction of use of hydrochloric acid; and

 

   

Optimization of the adsorbent washing circuit, supported by laboratory testing.

 

25.2.2

 Lithium Carbonate Plant

At the lithium carbonate plant, lithium chloride solution undergoes two additional operations: purification and concentration. The resulting lithium carbonate is removed by filtration, followed by several stages of washing and drying. Reduction of particle sizes (micronization) is the final stage of production of battery grade lithium carbonate.

To improve the project economics and to mitigate potential risks, the results from the mini-pilot plant operations will be included in the design. Also, at the PFS stage, there should be an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this study.

 

25.3

Market and Lithium Carbonate Price

A number of proponents of new developments published their projections of lithium carbonate in the last 18 months. For example: (PEA) Millenium Lithium – US$14,800/t; (PEA) Advantage Lithium – US$15,300/t. Some proponents, such as the Neo-Lithium project (PFS, May 8th, 2019) has a price of US$11,882/t. The average projected price of similar projects is in the range of US$13,400/t. Taking into consideration that the published spot prices for the US market in July 2019 are in the range of US$11/kg-US$13/kg, a three-years rolling average is more representative at this stage.

 

25.4

CAPEX and OPEX

The CAPEX and OPEX for the Standard Lithium lithium processing facility, was estimated using bench scale tested and mini-pilot plant tested technology, with a level of accuracy of (-30/+50%), and includes equipment, materials, indirect costs and contingencies.

The CAPEX for all three phases of development, resulting in the nameplate production capacity of 20,900 tpy of battery grade lithium carbonate, is estimated to be US$437.2 M.

The AACE International Recommended Practice No. 47R-11 Cost Estimate Classification System – As Applied In The Mining And Mineral Processing Industries—Cost Estimating and Budgeting and AACE International Recommended Practice No. 59R-10 Development Of Factored Cost Estimates – As Applied In Engineering, Procurement, And Construction For The Process Industries, specifies in detail the breakdown of capital cost components. The AACE Recommended practice includes “Labour Indirects & Field Costs” as an Indirect Cost category. This recommended practice is not always followed by authors of other PEA studies. In many PEA/PFS

 

217


level studies, the “Labour Indirects & Field Costs” are not shown separately but included as elements of Direct Cost. With the great variety and no consistency of CAPEX elements breakdown, even an attempt to compare single elements with other similar projects is not feasible. For this very reason, only the final CAPEX value with contingency should be used as an indicator of the estimated initial capital expenditures. Only the final CAPEX values are used in the calculations of NPV and IRR.

Securities Regulators, like the Ontario Security Commission (OSC), endorse a contingency at a 35% level for PEA level studies. As the Smackover Lithium Project has higher level of definition it is justifiable to use lower level of contingency at 25%.

The capital intensity ratio (CIR) per unit of production at US$20,900/t is comparable with other lithium carbonate projects where the IRR is around US$20,200/t.

The OPEX is calculated for the assumed process route. Consumption of the reagents comprise 72% of the OPEX and hydrochloric acid and sodium hydroxide are the two largest components. Introduction of recirculation/recuperation of hydrochloric acid and sodium hydroxide will reduce the OPEX in the range of US$500/tonne. With the reduction of reagents consumption, the operating unit cost will be reduced to the range of US$3,700-US$3,800 per tonne.

25.5 Economic Analysis

The Smackover Project resource estimate indicates that there is a large volume of lithium bearing brine at grades and depths that will be amenable to long term extraction and economical processing to produce battery grade lithium carbonate products.

The main conclusions of the economic analysis are as follows:

 

   

Proprietary and public lithium marketing studies indicate that future demand for this product will continue to increase strongly, driven mainly by demand for batteries for hybrid and electric vehicles and energy storage facilities. Materialization of this demand should allow commercialization of growing volumes of lithium carbonate in a favourable pricing environment.

 

   

The 25 years life of mine (LoM) operation is planned for producing: 20,900 tpy of battery grade lithium carbonate.

 

   

The Project economic analysis indicates that, for the base case, post-tax NPV (8%) is US$989.4 M and post-tax IRR is 36.0%. The IRR at 36% is relatively high in comparison with other lithium carbonate projects where the IRR is around 28%.

 

   

The Project economic sensitivity analysis shows that the product’s price variations have the highest impact on economic results. Project economic indicators, NPV and IRR, are less sensitive to OPEX and less so to CAPEX.

 

   

The Project results remain positive, even with important 20% negative variations on the key (CAPEX, OPEX, Price) variables, indicating project strength and resilience; therefore, the PEA study completed by Worley indicates that Standard Lithium’s proposed 20,900 tpy LCE operation has the potential to generate strong economic returns over an extended period.

 

   

Recommendations to proceed with further development of the project are outlined in Section 26.

 

218


26 Recommendations

 

 

26.1 Geology and Resource Estimate

Based on the results of the geological evaluation and resource estimates, the authors conclude that the Smackover Lithium Project justifies continued development to evaluate the feasibility of production of lithium carbonate, in addition to the following interpretations and conclusions:

 

   

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to the “Measured”, as classified according to CIM (2014) definition standards.

 

   

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

26.2 Mineral Reserves Estimate and Mining Plan

The Mineral Reserves estimate is to be developed during the PFS phase, to the “Probable” category, as defined by CIM definition standard (2014). The application of Modifying Factors should be included, as appropriate.

26.3 Process and Economics

The lithium market assessment and price projection, which is summarized in Section 19 of this report, assumes a three year (2016-2018) rolling average price for lithium carbonate. A more detailed lithium products market study should be undertaken during the PFS stage, by specialized market research professionals. The marketing study should assess the following:

 

   

The impact on the lithium carbonate price when new projects, that are currently in various stages of development, will come into production.

 

   

Projected price and demand for other lithium products (lithium hydroxide, lithium metal, lithium electrolyte salts, etc.).

The next phase (PFS) of project execution should include the following:

 

   

Development of Base Case Process Flow Diagrams (PFDs) for the whole Phase 1 production cycle for the South Lithium Chloride Plant and for the Central Lithium Carbonate Plant (Train No.1);

 

   

Development of Base Case: Utility Flow Diagrams (UFDs) for the Phase 1 development (as above);

 

   

Completion of a Study to reduce the use/consumption of reagents; particularly, the maximization of hydrochloric acid recycling at the lithium chloride plants;

 

   

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this study; and,

 

   

Adding a raw brine pre-treatment circuit, which will allow for the use of raw brine directly from the well field when/if LANXESS’ production of bromine is halted, and/or additional brine in excess of that being processed for bromine extraction is contemplated.

 

219


26.4 Further Work

On completion of the PEA, the project should progress to a NI 43-101 compliant Pre-Feasibility Study.

A Demonstration Plant will be located at the LANXESS South Plant and is planned to start operation in the second half of 2019. Experience and data obtained from the demonstration-scale plant should be included in the PFS.

Technical data and information developed during the PFS should be of sufficient detail to satisfy the requirements of the permitting authorities.

The Pre-Feasibility Study should include the following:

 

   

Location and description of the project;

 

   

Regional and local geology;

 

   

Mineral resource estimate and model;

 

   

Reserve conversion;

 

   

Preliminary studies completed on geotechnical, environmental and infrastructure requirements (power supply studies).

 

   

Geotechnical testing for the proposed locations of the lithium chloride and lithium carbonate production facilities at the Central, South and West plants;

 

   

Mine (brine field) design based on a Resource model, with best alternatives selected from a range of alternatives;

 

   

Mining method(s) and extraction sequence;

 

   

Brine handling;

 

   

Process Flow Sheets;

 

   

Discussion and analysis of preferred lithium carbonate crystallisation process (SiFT vs. OEM);

 

   

Process plants layouts;

 

   

Pre-production construction schedule;

 

   

Production schedule;

 

   

Capital and operating cost estimate; and

 

   

Preliminary financial evaluation and risk analysis.

The indicative cost of a Pre-Feasibility Study typically varies between 0.2% and 0.8% of the CAPEX. Taking into consideration the work already completed during the PEA phase and the well-developed infrastructure at the LANXESS sites, the budget for a NI 43-101 compliant PFS for the Smackover Lithium Project should be at 0.3% of CAPEX level (US$1.3 M).

 

220


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Exhibit 99.2

Standard Lithium Files Preliminary Economic Assessment and Updated Mineral Resource Technical Report for Its Southern Arkansas Lithium Brine Project

Vancouver, British Columbia, August 6th 2019 – Standard Lithium Ltd. (“Standard Lithium” or “ the Company”) (TSX Venture: SLL) (OTCQX: STLHF) (FRA:S5L) is pleased to announce the filing of a technical report titled “Preliminary Economic Assessment of LANXESS Smackover Project” (the “PEA”) with an effective date of August 1, 2019. The results of the PEA were previously announced in the Company’s news release dated June 19th, 2019.

The PEA was prepared by Advisian, the consulting arm of WorleyParsons Canada Services Ltd (Worley), with Stanislaw Kotowski P.Eng. as the lead author. Roy Eccles P. Geol. of APEX Geoscience Ltd. was the Qualified Person responsible for the reclassified mineral resource estimate. The technical report can be found under the Company’s profile at www.sedar.com.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory and permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations utilizing the Company’s proprietary selective extraction technology. The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC – Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Exhibit 99.3

 

LOGO

STANDARD LITHIUM COMPLETES FABRICATION OF PHASES 1 & 2 AND

BEGINS MOBILISATION OF ITS “LiSTR” DIRECT LITHIUM EXTRACTION

DEMONSTRATION PLANT TO THE ARKANSAS PROJECT SITE

- Targeted to Produce 100-150 Tonnes per Annum of Lithium Carbonate

- First-of-a-kind direct lithium extraction demonstration plant, being deployed in Southern Arkansas

22nd August, 2019 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), is pleased to announce that the fabrication of Phases 1 & 2 of the Company’s “LiSTR” direct lithium extraction Demonstration Plant are complete, and that the initial modules are currently being transported to the project location at Lanxess’ South Plant facility in southern Arkansas (the “Site”). Standard Lithium is also pleased to confirm that all the Site construction works are on-schedule, and the concrete slab and foundations required to locate the Demonstration Plant have been completed.

Fabrication and initial QA/QC testing of Phases 1 & 2 of the Demonstration Plant have been completed (see press release dated 2nd June 2019) and the modules (9 modules in Phases 1 & 2) have been separated, and prepared for overland shipment. The first modules are currently in transit and expected to arrive at the Site next week. A still-frame from the disassembly video is shown in Figure 1 below.


LOGO

Figure 1: Phase 1 & 2 Modules Being Disassembled and Prepared for Trucking – clip from video taken Aug 06th, 2019

All of the enabling works required at the project location at Lanxess’ South Plant facility in southern Arkansas are on-schedule (see press release dated 26th June 2019) and the required site drainage, foundations and concrete slab required to locate the first-of-a-kind direct lithium extraction demonstration plant have been completed. A crane has been mobilised to the Site in order to move the modules from the flat-bed trucks to their final installed location, and current image of the Site is provided in Figure 2 below.

The Demonstration Plant is designed to continuously process an input tailbrine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum Lithium Carbonate Equivalent (LCE). The Demonstration Plant is based on Standard Lithium’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from Lanxess’ tailbrine.


The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

 

LOGO

Figure 2: Project Site Location Showing Completed Foundations and Mobile Crane Ready to Install Modules – Image taken Aug 21st, 2019

Dr Andy Robinson, Standard Lithium President and COO, commented “the Standard Lithium team and our partners continue to execute on our strategic plan to timely advance our project in Southern Arkansas. Over 2 years of disciplined process design and engineering work has brought us to this point, and we look forward to announcing more real milestone completions in the near-future.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.


The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777; standardlithium@lhai.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.4

 

LOGO

STANDARD LITHIUM ANNOUNCES SUCCESFUL DELIVERY AND BEGINS

INSTALLATION OF PHASES 1 & 2 OF ITS DIRECT LITHIUM EXTRACTION

DEMONSTRATION PLANT TO THE ARKANSAS PROJECT SITE

- First-of-a-kind industrial-scale direct lithium extraction demonstration plant, being installed in Southern Arkansas

03rd September, 2019 – El Dorado, Arkansas – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), is pleased to announce that the mobilisation of Phases 1 & 2 of the Company’s direct lithium extraction Demonstration Plant has been successfully completed, and that the modules have been secured and are in the process of being installed at the project location at Lanxess’ South Plant facility in southern Arkansas (the “Site”). Standard Lithium’s Project Team is currently connecting the modules together, installing the site office and control room and beginning to make utility connections.

Work at the project location at Lanxess’ South Plant facility in southern Arkansas continues to be on-schedule, and installation and utility connection works will continue throughout September, until the final shipment of modules, scheduled for late September/early October. Initial installation of the modules by mobile crane is shown in Figure 1 below, and the current build-out of the Demonstration Plant is shown in Figure 2.


LOGO

Figure 1: Phase 1 & 2 Modules Being Unloaded and Moved into Position – photo taken Aug 23rd, 2019


LOGO

Figure 2: Project Site Location Showing Installed Phase 1 & 2 Modules – Image taken Aug 28th, 2019

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.


Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777; standardlithium@lhai.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.5

 

LOGO

Standard Lithium to Participate at Battery Next Summit in Boulder, CO on September 17, 2019

September 16, 2019 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTC-Nasdaq Intl. Designation: STLHF) (FRA: S5L), announced that its CEO Robert Mintak, will be joining host Sam Jaffe of Cairn ERA and other industry experts at the Battery Next Summit, in Boulder, CO on September 17, 2019. Battery Next is a C-level summit of top battery professionals and investors exploring the issues, solutions and technology advances in advanced battery materials. Mr. Mintak will be participating in a session on next-gen battery supply chain issues.

The purpose of Battery NEXT is to cultivate dialogue about problems, solutions and paths to success in the advanced battery materials market. It’s meant for participants from throughout the supply chain, from technologists to battery manufacturers to investors. In beautiful Boulder, Colorado, attendees from throughout the battery supply chain will engage in focused discussions on important emerging battery technologies, including silicon anode materials, solid electrolytes and flow battery developments.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.


The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777; standardlithium@lhai.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.6

 

LOGO

STANDARD LITHIUM COMPLETES INSTALLATION OF FINAL MODULES OF ITS

“LiSTR” DIRECT LITHIUM EXTRACTION DEMONSTRATION PLANT AT THE

ARKANSAS PROJECT SITE

- Targeted to Produce 100-150 Tonnes per Annum of Battery Quality Lithium Carbonate

- First-of-a-kind direct lithium extraction demonstration plant, being deployed in Southern

Arkansas

15th October, 2019 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), is pleased to announce that the final modules of the Company’s “LiSTR” direct lithium extraction Demonstration Plant have been transported to and are currently being installed at Lanxess’ South Plant facility in southern Arkansas (the “Site”).

Fabrication and initial QA/QC testing of the final Phase 3 Modules of the Demonstration Plant was completed in early October, and the modules (8 modules in this final Phase 3, plus spare parts) were separated and shipped to the Site. The Phase 3 modules have now arrived at the Site and are in the process of being installed and connected. Current photos of the Demonstration Plant Site, showing the installed modules in Figures 1 and 2 below.

Once all the modules are installed, the project engineers and contractors will continue connecting and testing all the modules and installing the tie-ins to utilities and services. The commissioning process is scheduled to begin in November.


LOGO

Figure 1: Demonstration Plant Project site, showing Phases 1,2 and most Phase 3 Modules installed – photo taken 11th Oct 2019


LOGO

Figure 2: Demonstration Plant Project site, showing Phases 1,2 and most Phase 3 Modules installed – photo taken 14th Oct 2019

The Demonstration Plant is designed to continuously process an input tailbrine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum Lithium Carbonate Equivalent (LCE). The Demonstration Plant is based on Standard Lithium’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from Lanxess’ tailbrine.

The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

Dr Andy Robinson, Standard Lithium President and COO, commented “our roll-out of the LiSTR direct lithium extraction Demonstration Plant continues to be executed on-schedule, and Standard Lithium would like to thank our project partners for all their efforts in keeping this Project constantly moving forward. We now have a full project team in place, and plant operators are currently undergoing process-specific training. We look forward to beginning the commissioning phase in November and starting the next exciting step of this Project.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium


production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777; standardlithium@lhai.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.7

 

LOGO

Consolidated Financial Statements

(Expressed in Canadian dollars)

Year ended June 30, 2019 and six months ended June 30, 2018


LOGO

INDEPENDENT AUDITOR’S REPORT

To the Shareholders and Directors of Standard Lithium Ltd.

Opinion

We have audited the consolidated financial statements of Standard Lithium Ltd. and its subsidiaries (the “Company”) which comprise the consolidated statements of financial position as at June 30, 2019 and 2018, and the consolidated statements of comprehensive loss, changes in cash flows and equity for the year ended June 30, 2019 and the six months ended June 30, 2018, and the related notes comprising a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2019 and 2018, and its financial performance and its cash flows for the year ended June 30, 2019 and the six months ended June 30, 2018 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying consolidated financial statements, which indicates that the Company has no sources of revenue and, as of June 30, 2019, the Company has an accumulated deficit. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information, which comprises the information included in the Company’s Management Discussion & Analysis to be filed with the relevant Canadian securities commissions.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

2


LOGO

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

 

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

 

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

 

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

 

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

 

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

 

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Fernando Costa.

/s/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

October 25, 2019

 

3


STANDARD LITHIUM LTD.

Consolidated Statements of Financial Position

As at June 30, 2019 and 2018

Expressed in Canadian dollars

 

     June 30,
2019
    June 30,
2018
 

ASSETS

    

Current assets

    

Cash

   $ 6,849,114     $ 13,513,182  

Receivables

     90,428       105,445  

Prepaid expenses

     254,524       1,029,104  
  

 

 

   

 

 

 
     7,194,066       14,647,731  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 6)

     82,002       82,509  

Exploration and evaluation assets (Note 4)

     25,381,849       16,190,343  

Intangible asset (Note 7)

     1,910,349       —    

Asset under construction (Note 8)

     9,823,065       —    
  

 

 

   

 

 

 
     37,197,265       16,272,852  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 44,391,331     $ 30,920,583  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (Note 11)

   $ 5,615,174     $ 683,407  
  

 

 

   

 

 

 

Non-current liabilities

    

Amounts payable (Note 9)

     398,453       —    
  

 

 

   

 

 

 

TOTAL LIABILITIES

     6,013,627       683,407  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 10)

     57,875,488       45,187,983  

Shares to be issued (Note 7)

     475,000       —    

Reserves (Note 10)

     13,544,859       9,847,553  

Deficit

     (33,655,763     (25,076,922

Accumulated other comprehensive income

     138,120       278,562  
  

 

 

   

 

 

 

TOTAL EQUITY

     38,377,704       30,237,176  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 44,391,331     $ 30,920,583  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Notes 4 and 16)

Subsequent Events (Note 17)

Approved by the Board of Directors and authorized for issue on October 25, 2019.

 

“Robert Mintak”

Director

   

“Dr. Andrew Robinson”

Director

The accompanying notes are an integral part of these consolidated financial statements.

 

4


STANDARD LITHIUM LTD.

Consolidated Statements of Comprehensive Loss

Year ended June 30, 2019 and six months ended June 30, 2018

Expressed in Canadian Dollars

 

     2019
(12 months)
    2018
(6 months)
 

Administrative Expenses

    

Advertising and investor relations

   $ 1,528,862     $ 451,736  

Consulting fees

     1,281,415       329,843  

Corporate development

     5,000       26,000  

Filing and transfer agent

     103,422       69,744  

Foreign exchange loss (gain)

     1,304       (21,467

Management fees (Note 11)

     1,109,382       481,674  

Office and administration

     242,302       104,129  

Patent

     149,259       —    

Preliminary economic assessment

     329,715       —    

Professional fees

     184,849       76,994  

Research and development

     4,252       625,301  

Share-based payment (Notes 10 and 11)

     3,325,918       1,488,695  

Travel

     246,827       112,442  
  

 

 

   

 

 

 

Loss from operations before other items

     (8,512,507     (3,745,091

Other items

    

Write-off acquisition costs (Note 4)

     (20,650     —    

Interest and accretion expense (Note 9)

     (45,684     —    
  

 

 

   

 

 

 

Net loss before other comprehensive income (loss)

     (8,578,841     (3,745,091
  

 

 

   

 

 

 

Other comprehensive income ( loss)

    

Item that may be reclassified subsequently to income or loss:

    

Currency translation differences of foreign operations

     (140,442     543,209  
  

 

 

   

 

 

 

Total comprehensive loss

   $ (8,719,283   $ (3,201,882
  

 

 

   

 

 

 

Weighted average number of common shares
outstanding – basic and diluted

     77,935,643       64,039,725  

Basic and diluted loss per share

   $ (0.11   $ (0.06
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


STANDARD LITHIUM LTD.

Consolidated Statements of Changes in Equity

Year ended June 30, 2019 and six months ended June 30, 2018

Expressed in Canadian dollars

 

     Number
of
shares
     Share
capital
     Shares to
be issued
     Reserves     Deficit     Accumulated
Other
Comprehensive
Gain (Loss)
    Total  

Balance, December 31, 2017

     60,991,155      $ 25,709,682      $ —        $ 7,437,154     $ (21,331,831   $ (264,647   $ 11,550,358  

Share-based payment

     —          —          —          1,488,695       —         —         1,488,695  

Shares issued for cash, net of costs

     10,622,205        18,064,245        —          1,212,260       —         —         19,276,505  

Warrants exercised

     1,300,000        325,000        —          —         —         —         325,000  

Shares issued for exploration and

evaluation assets

     400,000        580,000        —          —         —         —         580,000  

Stock options exercised

     214,216        509,056        —          (290,556     —         —         218,500  

Net loss for the year

     —          —          —          —         (3,745,091     —         (3,745,091

Currency translation differences
for foreign operations

     —          —          —          —         —         543,209       543,209  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2018

     73,527,576        45,187,983        —          9,847,553       (25,076,922     278,562       30,237,176  

Share-based payment

     —          —          —          3,325,918       —         —         3,325,918  

Shares issued for cash, net of costs

     11,816,500        10,474,005        —          371,388       —         —         10,845,393  

Warrants exercised

     450,000        112,500        —          —         —         —         112,500  

Shares issued for exploration and

evaluation assets

     1,300,000        1,626,000        —          —         —         —         1,626,000  

Shares issued for intangible asset

acquisition

     500,000        475,000        475,000        —         —         —         950,000  

Net loss for the period

     —          —          —          —         (8,578,841     —         (8,578,841

Currency translation differences
for foreign operations

     —          —          —          —         —         (140,442     (140,442
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     87,594,076      $ 57,857,488      $ 475,000      $ 13,544,859     $ (33,655,763   $ 138,120     $ 38,377,704  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6


STANDARD LITHIUM LTD.

Consolidated Statements of Cash Flows

Year ended June 30, 2019 and six months ended June 30, 2018

Expressed in Canadian Dollars

 

     2019
(12 months)
    2018
(6 months)
 

Cash flows from (used in) operating activities

    

Net loss

   $ (8,578,841   $ (3,745,091

Add items not affecting cash

    

Write-off of acquisition costs

     20,650       —    

Share-based payment

     3,325,918       1,488,695  

Interest and accretion expense

     46,405       —    

Net changes in non-cash working capital items to operations:

    

Receivables

     15,017       (53,523

Prepaid expenses

     753,930       (638,670

Accounts payable and accrued liabilities

     149,306       197,616  
  

 

 

   

 

 

 

Net cash used in operating activities

     (4,267,615     (2,750,973
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Exploration and evaluation expenditures

     (3,866,496     (7,623,522

Intangible asset

     (608,301     —    

Asset under construction

     (8,879,549     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (13,354,346     (7,623,522
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from the issuance of shares, net of costs

     10,845,393       19,276,505  

Exercise of warrants

     112,500       325,000  

Exercise of stock options

     —         218,500  
  

 

 

   

 

 

 

Net cash from financing activities

     10,957,893       19,820,005  
  

 

 

   

 

 

 

Net change in cash

     (6,664,068     9,445,510  

Cash, beginning of period

     13,513,182       4,067,672  
  

 

 

   

 

 

 

Cash, end of period

   $ 6,849,114     $ 13,513,182  
  

 

 

   

 

 

 

Supplemental Cash Flow Information

    

Interest paid

     —         —    

Income taxes paid

     1,873       1,022  
  

 

 

   

 

 

 

Non-Cash Transactions (Note 15)

The accompanying notes are an integral part of these consolidated financial statements.

 

7


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

1.

Nature and Continuance of Operations

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”).

The address of the Company’s corporate office and principal place of business is 835, 1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at June 30, 2019 had an accumulated deficit of $33,655,763 (June 30, 2018 - $25,076,922). These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

 

2.

Basis of Presentation

 

 

a)

Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Board (“IASB”). These consolidated financial statements have been prepared on the basis of IFRS standards that are effective for the Company‘s fiscal year ended June 30, 2019.

 

 

b)

Basis of consolidation

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario.All significant inter-company balances and transactions have been eliminated upon consolidation.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

2.

Basis of Presentation - continued

 

 

c)

Functional and presentation currency

Items included in the consolidated financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

 

d)

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value.

In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

 

e)

Critical accounting estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and contingent liabilities as at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

2.

Basis of Presentation – continued

 

 

e)

Critical accounting estimates and judgments - continued

 

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to:

 

 

(i)

Determination of categories of financial assets and financial liabilities

The determination of categories of financial assets and financial liabilities has been identified as an accounting policy involving assessments and judgments made by management.

 

 

(ii)

Recoverability of long-lived assets

The application of the Company’s accounting policy for long-lived assets requires judgment in determining whether future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting there are indications of impairment, the carrying amount is tested to determine if it exceeds the recoverable amount.

 

 

(iii)

Going concern assumption

As described in Note 1, management uses its judgement in determining whether the Company is able to continue as a going concern.

 

 

(iv)

Deferred income taxes

Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable income realized, including the usage of tax planning strategies.

 

 

(v)

Assessment of whether an acquisition is a business combination or an asset acquisition

Management uses judgment to determine whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are as follows:

 

 

(i)

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating the fair value for share-based payment transactions are disclosed in Note 10.

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

2.

Basis of Presentation – continued

 

 

e)

Critical accounting estimates and judgments - continued

 

 

(ii)

Impairment calculations

The Company evaluates each long-term asset each reporting period to determine if there are any indications of impairment. If any such indications exist, an estimate of the recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The estimates and assumptions used to estimate the recoverable amount of the long-lived assets are subject to risk and uncertainty and there is the possibility that changes in circumstances will alter these estimates and assumptions.

 

3.

Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements and have been applied consistently by the Company.

 

 

a)

Certain impairment of non-financial assets

Non-financial assets are evaluated at least annually by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash generating unit (“CGU”), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets, where the recoverable amount of the CGU is the greater of the CGU’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments to the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

Where an impairment loss subsequently reverses for assets with a finite useful life, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

 

 

b)

Income taxes

Tax expense comprises current and deferred tax. Tax is recognized in income except to the extent it relates to items recognized in other comprehensive income or directly in equity.

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period.

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

b)

Income taxes - continued

 

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period, and which are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax liabilities are generally recognized for all taxable temporary differences. However, deferred tax liabilities are not recognized for taxable temporary differences arising on investments in subsidiaries where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future, or on temporary differences that arise from goodwill which is not deductible for tax purposes. Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. Deferred tax assets are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination.

 

 

c)

Convertible debenture

Convertible debentures are classified separately into financial liability and equity components in accordance with the substance of the contractual agreement. At the date of issue, the fair value of the liability component is estimated using a discount rate that would have been applicable to non-convertible debt. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or repayment. The equity component is determined by deducting the amount of the liability component from the face value of the convertible debenture as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured.

 

 

d)

Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing profit or loss attributable to ordinary equity holders (numerator) by the weighted average number of ordinary shares outstanding (denominator) during the period. The denominator is calculated by adjusting the shares issued at the beginning of the period by the number of shares bought back or during the period, multiplied by a time-weighting factor.

Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential units. The effects of anti-dilutive potential units are ignored in calculating diluted EPS. All options and warrants are considered anti-dilutive when the Company is in a loss position.

 

 

e)

Share-based payments

The Company has an equity-settled share purchase stock option plan. Share-based payments to employees are measured at the fair value of the instruments issued and are amortized over the vesting period, which is the period over which all of the specific vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period.

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies - continued

 

 

e)

Share based payments – continued

 

Share-based payments to non-employees are measured at the fair value of goods or services received, or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The offset to the recorded cost is to stock options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related stock options reserve is transferred to share capital. Upon expiry the recorded value is transferred to deficit.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where a grant of options is cancelled and settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

 

 

f)

Financial instruments

The Company adopted IFRS 9 in its consolidated financial statements on January 1, 2018. Due to the nature of its financial instruments, the adoption of IFRS 9 had no impact on the opening deficit balance on January 1, 2018. The impact on the classification and measurement of its financial instruments is set out below.

The following table summarizes the classification and measurement changes under IFRS 9 for each financial instrument:

 

Financial Instrument

  

Original classification under IAS 39

  

New classification under IFRS 9

Cash

  

Fair value through profit or loss (“FVTPL”)

  

FVTPL

Accounts payable

  

Other liabilities

  

Amortized cost

The original carrying value of the Company’s financial instruments under IAS 39 has not changed under IFRS 9.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

f)

Financial instruments – continued

 

Financial assets

The Company classifies its financial assets into the following categories, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

Amortized cost

Amortized cost are those assets which are held within a business whose objective is to hold financial assets to collect contractual cash flows; and the terms of the financial assets must provide on specified dates cash flows solely through the collection of principal and interest.

Fair value through other comprehensive income (“FVOCI”)

FVOCI assets are those assets which are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial assets give rise on specified dates to cash flows solely through the collection of principal and interest.

FVTPL

A financial asset shall be measured at fair value through profit or loss unless it is measured at amortized cost or FVOCI. The Company may however make the irrevocable option to classify particular investments as FVTPL.

All financial instruments are initially recognized at fair value on the consolidated statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of loss and comprehensive loss for the year. Financial assets classified at amortized cost are measured at amortized cost using the effective interest method.

Financial assets are de-recognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred.

Financial liabilities

Management determines the classification of its financial liabilities at initial recognition.

Amortized cost

The Company classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method, except for financial liabilities carried at FVTPL and certain other exceptions.

Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

g)

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received net of direct issuance costs.

The Company uses the residual value method with respect to the measurement of common shares and share purchase warrants issued as units. The proceeds from the issue of units is allocated between common shares and share purchase warrants where the fair value of the common shares is based on the market value on the announcement date and the balance, if any, is allocated to the attached warrants.

 

 

h)

Leases

Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Leases in terms of which the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases, which are recognised as an expense on a straight-line basis over the lease term.

 

 

i)

Intangible assets

Intangible assets with finite useful lives are recorded at cost less accumulated amortization and accumulated impairment losses and are amortized on a straight-line basis over their estimated useful life. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives are carried at cost less accumulated impairment losses.

 

 

j)

Asset acquisition

Management determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. The Company completed the acquisition of 2661881 Ontario Limited on December 13, 2018 and concluded that the transaction did not qualify as a business combination under IFRS 3, “Business Combinations”, as management concluded that significant processes were not acquired. Accordingly, the acquisition of 2661881 Ontario Limited has been accounted for as an asset acquisition (Note 7).

 

 

k)

Exploration and Evaluation Expenditures

General exploration and evaluation (“E&E”) expenditures incurred prior to acquiring the legal right to explore are charged to profit or loss as incurred. E&E expenditures incurred subsequent to acquisition of the legal right to explore, including license and property acquisition costs, geological and geophysical expenditures, costs of drilling exploratory wells and directly attributable overhead including salaries and employee benefits, are initially capitalized as E&E assets. E&E assets are not depleted and are moved into property, plant and equipment when they are determined to meet certain technical feasibility and commercial viability thresholds as determined by management. Upon transfer to property, plant and equipment, E&E assets are assessed for impairment in addition to regular impairment reviews to ensure they are not carried at amounts above their estimated recoverable values.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

k)

Exploration and Evaluation Expenditures - continued

 

E&E assets are assessed for impairment at the cash-generating unit level when there are indicators of impairment. The Company considers the following to be indicators of impairment:

 

 

(a)

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

 

 

(b)

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

 

 

(c)

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

 

 

(d)

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

 

 

l)

Research and development expenditures

Research expenditures are expensed in the period incurred. Product development expenditures are expensed in the period incurred unless the product under development meets specific criteria related to technical, market and financial feasibility for deferral and amortization. The Company’s policy is to amortize deferred product development expenditures over the expected future life of the product once product revenues or royalties are recorded.

 

 

m)

Changes in accounting standards

Accounting standards issued but not yet effective:

Standards issued, but not effective, up to the date of issuance of the Company’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applies at a future date. The following new standards, amendments and interpretations have not been early adopted in these consolidated financial statements and are not expected to have a material effect on the Company’s future results and financial position:

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

m)

Changes in accounting standards - continued

 

New accounting standards effective for annual periods on or after January 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17. The Company is currently finalizing the impact of IFRS 16 on its consolidated financial statements. As at July 1, 2019, it is estimated that total liabilities would increase by $118,000 and assets would increase by approximately $118,000. The Company is continuing to assess the overall impact of the new standard, including the required changes to the disclosures in its consolidated financial statements.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty. The adoption of this standard is not expected to have a material effect on the Company’s future results and financial position.

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Assets

 

     California
Property
$
     Arkansas
Property
$
     Total
$
 

Acquisition costs:

        

Balance, December 31, 2017

     5,403,689        1,258,000        6,661,689  

Acquisition of property

     723,157        4,372,434        5,095,591  

Effect of movement in foreign exchange rates

     13,408        191,194        204,602  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

     6,140,254        5,821,628        11,961,882  

Reclassification from acquisition to exploration costs

     (53,508      —          (53,508

Acquisition of property

     2,096,767        5,103,033        7,199,800  

Effect of movement in foreign exchange rates

     (82,066      (61,326      (143,392
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Exploration Costs:

        

Balance, December 31, 2017

     839,179        385,038        1,224,217  

Site management

     152,826        —          152,826  

Other exploration costs

     1,669,003        785,192        2,454,195  

Effect of movement in foreign exchange rates

     355,450        41,773        397,223  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

     3,016,458        1,212,003        4,228,461  

Reclassification from acquisition to exploration costs

     53,508        —          53,508  

Site management

     61,621        —          61,621  

Drilling

     915,839        —          915,839  

Other exploration costs

     368,856        863,867        1,232,723  

Effect of movement in foreign exchange rates

     (48,902      (26,183      (75,085
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

     9,156,712        7,033,631        16,190,343  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     12,468,827        12,913,022        25,381,849  
  

 

 

    

 

 

    

 

 

 

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Expenditures - continued

 

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Expenditures - continued

 

California Property – continued

 

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid subsequent to year end)

 

 

 

US$100,000 on or before May 24, 2020

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Expenditures - continued

 

California Property – continued

 

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California.

In consideration for the acquisition of the Vendor, the Company will issue 1,000,000 common shares, and will assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition remains subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and wrote-off acquisition costs of $20,650. The Company has no further obligations or liabilities to the Vendor.

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Expenditures – continued

 

Arkansas Property

 

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities. The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at June 30, 2019.

 

5.

Deposit on mineral property

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”) with TETRA Technologies, Inc. and in connection with entering into the MOU, made a non-refundable deposit of $125,800 (US$100,000). On April 23, 2018, the Company entered into an EOA (as described in Note 4) with TETRA and upon entering into the EOA the non-refundable deposit was reclassified from deposit on mineral property to exploration and evaluation assets.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

6.

Reclamation deposit

On September 6, 2017, the Company paid $82,002 (US$62,659) for a reclamation bond to the Bureau of Land Management (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake (Note 4). This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

7.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”).

All cash payments and share issuances become immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the IP Assets. In the event the Company does not make any of the required payments or share issuances, Brown has the right to re-acquire all of the issued share capital of 2661881, at which point the Company’s obligations to make further payments will cease.

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

7.

Intangible asset (continued)

 

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Total

     1,910,349  
  

 

 

 

The intangible asset represents purchase of intellectual property rights. As at June 30, 2019, the intangible asset was not yet available for use.

 

8.

Asset under construction

The Company is developing a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use and therefore not subject to depreciation as at June 30, 2019.

 

9.

Amounts payable

During the year ended June 30, 2019, the Company issued note payable of $250,000 payable six months after the closing date of the acquisition of 266861 Ontario Limited (Note 7) and will owe $500,000 at a later date as referenced in Note 7(v). Due to these amounts being owed at a later date the Company valued these at the present value and recorded accretion expense as follows:

 

     $  

Beginning balance at June 30, 2018

     —    

Fair value of promissory note payable due six months after closing date

     226,391  

Accretion expense for promissory note payable due six months after closing date

     23,609  

Cash payable on or before the Investment Date

     375,657  

Accretion expense for cash payable on or before the Investment Date

     22,796  
  

 

 

 

Total note payable

     648,453  

Less: amount paid

     (250,000
  

 

 

 

Amounts payable at June 30, 2019

     398,453  
  

 

 

 

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

10.

Share Capital

 

 

a)

Authorized capital

 

Unlimited number of common voting shares without nominal or par value.

Unlimited number of preferred shares without par value issued in one or more series.

87,594,076 common shares were issued and outstanding at June 30, 2019.

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company at a price of $2.10 per unit, for gross proceeds of $21,656,924. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 common shares with a fair value of $609,486 and granted 721,897 compensation options (“Broker option”) at a fair value of $1,212,260. Each Broker option is exercisable for one unit until February 16, 2020 at an exercise price of $2.10 per unit. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $2.60 for a period of two years.

On May 1, 2018, the Company issued 200,000 common shares with a fair value of $286,000 to National Chloride (See Note 4).

On May 29, 2018, the Company issued 200,000 common shares with a fair value of $294,000 to TETRA Technologies. Inc. (See Note 4).

During the six months ended June 30, 2018, the Company issued a total of 214,216 common shares for the exercise of stock options. The Company received proceeds of $218,500 and re-classified $290,556 from Reserves to Share capital upon exercise.

During the six months ended June 30, 2018, the Company issued a total of 1,300,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $325,000 upon exercise.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd. (Note 4).

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc. (Note 4).

On December 13, 2018, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 7).

On March 21, 2019, the Company closed a brokered short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’

 

25


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

10.

Share Capital - continued

 

 

a)

Authorized capital - continued

 

commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,787 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (April 10, 2022). The Company incurred $10,635 of share issuance costs to complete the financing.

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride (Note 4).

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. (Note 4).

During the year ended June 30, 2019, the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

 

 

b)

Warrants

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average exercise
price
 

Balance at December 31, 2017

     4,775,000      $ 0.25  

Issued

     5,156,411        2.60  

Exercised

     (1,300,000      0.25  
  

 

 

    

 

 

 

Balance at June 30, 2018

     8,631,411        1.65  

Issued

     6,705,585        1.26  

Exercised

     (450,000      0.25  
  

 

 

    

 

 

 

Balance at June 30, 2019

     14,886,996      $ 1.53  
  

 

 

    

 

 

 

The weighted average remaining contractual life of the warrants outstanding is 1.77 years.

 

26


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

10.

Share Capital – continued

 

 

c)

Options

 

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On February 16, 2018, in conjunction with the closing of the Company’s private placement the Company granted 721,897 stock options at an exercise price of $2.10 for a period of two years with all of the stock options vesting immediately on the grant date (See Note 10(a)).

On February 21, 2018, the Company granted 500,000 stock options to directors, officers and consultants of the Company at an exercise price of $2.10 for a period of five years with all of the stock options vesting immediately on the date of grant.

On July 3, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On July 23, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all of the stock options vesting immediately on the date of grant.

On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On April 1, 2019, the Company granted 750,000 stock options to consultants of the Company at an exercise price of $1.00 for a period of three years. All of the stock options vested on June 29, 2019.

On June 13, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.00 for a period of three years with all of the stock options vesting immediately on the date of grant.

The weighted average fair value at grant date of options granted during the year ended June 30, 2019 was $0.75 per option (June 30, 2018: $2.08). The fair value was determined using the Black-Scholes option-pricing model using the following weighted average assumptions:

 

27


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

10.

Share Capital - continued

 

 

c)

Options - continued

 

 

     2019     2018  

Expected stock price volatility

     139     180

Risk-free interest rate

     1.83     1.88

Dividend yield

     —         —    

Expected life of options

     4.28 years       3.2 years  

Stock price on date of grant

   $ 1.00     $ 2.08  

Forfeiture rate

     —         —    
  

 

 

   

 

 

 

Stock option transactions are summarized as follows:

 

     Number of
options
     Weighted
average
exercise price
 

Balance at December 31, 2017

     4,615,000      $ 0.99  

Options granted

     1,221,897        2.10  

Options exercised

     (214,216      1.02  

Options forfeited

     (50,000      1.02  
  

 

 

    

 

 

 

Balance at June 30, 2018

     5,572,681        1.24  

Options granted

     3,350,000        1.26  

Options cancelled

     (175,000      1.24  
  

 

 

    

 

 

 

Balance at June 30, 2019

     8,747,681      $ 1.25  
  

 

 

    

 

 

 

 

28


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

10.

Share Capital - continued

 

 

c)

Options - continued

 

The following table summarizes stock options outstanding and exercisable at June 30, 2019:

 

     Options Outstanding      Options Exercisable  
            Weighted      Weighted             Weighted  
            Average      Average             Average  

Exercise

   Number      Remaining      Exercise             Exercise  

Price

   of      Contractual Life      Price      Number      Price  

$            

   Shares      (years)      $      Exercisable      $  
              

1.05

     1,250,000        2.68        1.05        1,250,000        1.05  

0.96

     2,590,000        2.96        0.96        2,590,000        0.96  

1.02

     435,784        1.11        1.02        435,784        1.02  

2.10

     721,897        0.63        2.10        721,897        2.10  

2.10

     500,000        3.65        2.10        500,000        2.10  

1.21

     300,000        4.01        1.21        225,000        1.21  

1.06

     150,000        0.06        1.06        150,000        1.06  

1.40

     1,900,000        4.18        1.40        1,900,000        1.40  

1.00

     750,000        2.76        1.00        750,000        1.00  

1.00

     150,000        2.96        1.00        150,000        1.00  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,747,681        2.91        1.25        8,672,681        1.25  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

11.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     2019      2018  

Management fees

   $ 1,109,382      $ 481,674  

Share-based payments

     2,102,790        480,710  
  

 

 

    

 

 

 
   $ 3,212,172      $ 962,384  
  

 

 

    

 

 

 

As at June 30, 2019 there is $161,843 (June 30, 2018: $152,555) in accounts payable and accrued liabilities owing to officers of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

29


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

12.

Income Taxes

 

Income tax expense (recovery) varies from the amount that would be computed from applying the combined Canadian federal and provincial income tax rate to income before taxes as follows:

 

     2019     2018  

Net loss for the year before taxes

   $ (8,578,841   $ (3,745,091

Statutory Canadian corporate tax rate

     27.00     27.00
  

 

 

   

 

 

 

Anticipated tax recovery

   $ (2,315,810   $ (1,011,100

Non-deductible items and other differences

     765,121       (639,909

Change in unrecognized tax benefits

     1,550,689       1,651,009  
  

 

 

   

 

 

 

Actual income tax provision (recovery)

   $ —       $ —    
  

 

 

   

 

 

 

The significant components of the Company’s deferred tax assets (liabilities) are as follows:

 

     2019      2018  

Petroleum and natural gas interests

   $ 61,047      $ 61,047  

Mineral property interests

     1,910,992        1,812,091  

Non-capital loss carry forwards

     4,256,908        2,814,986  

Share issue costs

     777,153        767,287  
  

 

 

    

 

 

 
     7,006,100        5,455,411  

Unrecognized deferred tax assets

     (7,006,100      (5,455,411
  

 

 

    

 

 

 

Net deferred income tax assets

   $ —        $ —    
  

 

 

    

 

 

 

At June 30, 2019, the Company has available non-capital tax losses for Canadian income tax purposes of approximately $15,753,000, available for carry-forward to reduce future years’ taxable income, if not utilized, expiring between 2031 and 2039. At June 30, 2019, the Company has available non-capital tax losses for United States income tax purposes of approximately $993,000, available for indefinite carry-forward to reduce future years’ taxable income.

 

13.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

30


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

14.

Financial instruments and financial risk management

 

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended June 30, 2019 and June 30, 2018.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

June 30, 2018

   Level 1      Level 2      Level 3      Total  

Cash

   $ 13,513,182      $ —        $ —        $ 13,513,182  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

 

31


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

14.

Financial instruments and financial risk management - continued

 

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at June 30, 2019, the Company has a working capital surplus of $1,578,892 (June 30, 2018 – $13,964,324).

 

(iv)

Foreign Exchange Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     2019
$
     2018
$
 

Cash

     248,860        88,007  

Accounts payable

     (4,509,929      (407,421
  

 

 

    

 

 

 

At June 30, 2019, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3087. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $476,000 in the Company’s comprehensive loss for the year.

 

32


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2019 AND SIX MONTHS ENDED JUNE 30, 2018

(Expressed in Canadian Dollars)

 

 

15.

Non-Cash Transactions

 

 

     2019      2018  

Non-cash Financing and Investing Activities

   $      $  

Shares issued for exploration and evaluation assets

     1,626,000        580,000  

Shares issued for finder’s fees

     —          609,486  

Shares issued for intangible asset

     475,000        —    

Shares issuable for intangible asset

     475,000        —    

Exploration and evaluation expenditures included in accounts payable

     4,148,257        309,312  
  

 

 

    

 

 

 

 

16.

Commitments

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at June 30, 2019:

 

     2019
$
 

2020

     100,475  

2021

     33,492  
  

 

 

 
     133,967  
  

 

 

 

 

17.

Subsequent Events

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at an exercise price of $0.83 per share for a period of three years. All options in the grant vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $0.75 per share for a period of four years. All options in the grant vested on the grant date.

 

33

Exhibit 99.8

 

LOGO

Management’s Discussion and Analysis

FOR THE YEAR ENDED JUNE 30, 2019


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at October 25, 2019 and it should be reviewed in conjunction with the audited consolidated financial statements and related notes thereto of the Company for the year ended June 30, 2019. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

Forward-Looking Statements

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Nature of Business and Operations

Standard was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”. The head office is located at Suite 835, 1100 Melville Street, Vancouver, V6E 4A6 Canada. The Company was formerly in the oil and gas business but changed its focus during the 2016 fiscal year. The Company is currently focusing on evaluating, acquiring and developing lithium projects in the USA.

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an

 

2


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations - continued

interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$25,000 deposit paid within one business day of the Agreement Date (paid)

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of Moab Minerals Corp. (“Moab”), a privately-held British Columbia-based mineral exploration company. Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between Moab and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 common shares and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 common shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the TSX Venture Exchange and the common shares were issued on February 21, 2017. The value of the common shares of Moab acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox Property and terminated the purchase agreement with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox Property.

 

3


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

 

4


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which held the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company proposed to issue 1,000,000 common shares, and assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition was subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition would have been subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and recorded a write-off of $20,650. The Company has no further obligations or liabilities to the Vendor.

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas (the “Agreement Date”). Under this Option Agreement, the Company is required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% (minimum Royalty US$1,000,000) to Tetra Technologies.

On May 9, 2018 the Company entered into a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of Lanxess’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS to locate and interconnect a lithium extraction pilot plant at one of

 

5


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

Lanxess’ processing facilities in south Arkansas, secure access to tail brine produced as part of Lanxess bromine extraction business, and provide logistics and other support as may be required to operate the pilot plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it entered into a license, exploration and option agreement to formalise the memorandum of understanding with Tetra Technologies Inc. announced by the Company on October 30, 2017. The Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, Ca.

Under the terms of the Option Agreement, the Company would initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights would be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 common shares, to be completed over a sixty-month period. Initially, the Company made a payment of US$100,000 and issued 200,000 common shares. The agreement was subsequently revised with an effective date for payments and share issuances to be due on May 2nd going forward. The cash payments and share issuances would be made to TETRA, a non-affiliated NYSE-listed company, which is the underlying owner of the properties. Cash payment and share issuances are as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US $100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before May 2, 2019 (paid)

 

 

 

US$200,000 on or before May 2, 2020

 

 

 

US$200,000 on or before May 2, 2021

 

 

 

US$200,000 on or before May 2, 2022

 

 

 

US$200,000 on or before May 2, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before May 2, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before May 2, 2020

 

 

 

Issue 400,000 common shares on or before May 2, 2021

 

 

 

Issue 400,000 common shares on or before May 2, 2022

 

 

 

Issue 400,000 common shares on or before May 2, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On July 3, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with vesting terms of 75,000 options at 3 months, 75,000 options at 6 months, 75,000 options at 9 months and 75,000 options at one year.

On July 23, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all of the stock options vesting immediately on the date of grant.

 

6


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

On September 4 2018, the Company announced the appointment of Robert Cross to its Board of Directors as Non-Executive Chairman. Mr. Cross is an engineer with 25 years of experience as a financier and company builder in the mining and oil & gas sectors. He co-founded and serves as Chairman of B2Gold, a top performing growing gold producer which achieved almost one million ounces of low cost gold production in 2018. He was also co-founder and Chairman of Bankers Petroleum Ltd., co-founder and Chairman of Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo (1982) and received an MBA from Harvard in 1987.

On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

During the year ended June 30, 2019 the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd.

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc.

On November 9 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet“) with global specialty chemical company LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in South Arkansas.

Standard Lithium is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the Smackover Formation. Under the proposed terms of the joint venture, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture, and Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on the Property, as well as its proprietary extraction processes including all relevant intellectual property rights. Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint venture will include options for Standard Lithium to participate in project funding on similar terms. The final terms of the joint venture and any funding arrangement remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On November 19, 2018, the Company issued its maiden resource assessment for the LANXESS brine project in Southern Arkansas. The Resource Report titled “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Lanxess Smackover Lithium-Brine Property in Arkansas, United States“ dated November 19, 2018 (the “Lanxess Resource Report“), was filed on the Company’s SEDAR profile. The Lanxess Resource Report was completed in accordance with the National Instrument 43-101Standard of Disclosure for Mineral Projects with the mineral resource being estimated using the various Canadian Institute of Mining and Metallurgy best practice guidelines and standards. The main findings of the Lanxess Resource Report are highlighted in the Section below.

 

7


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date;(paid)

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”).

All cash payments and share issuances become immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the IP Assets. In the event the Company does not make any of the required payments or share issuances, Brown has the right to re-acquire all of the issued share capital of 2661881, at which point the Company’s obligations to make further payments will cease.

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Total

     1,910,349  
  

 

 

 

On February 28, 2019, the Company issued its maiden resource assessment for the Tetra Smackover Lithium-Brine project in South Western Arkansas. The Resource Report titled “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Tetra Smackover Lithium-Brine Property in Arkansas, United States“ dated February 28, 2019 (the “Tetra Resource Report“), was filed on the Company’s SEDAR profile. The Tetra Resource Report was completed in accordance with the National Instrument 43-101Standard of Disclosure for Mineral Projects with the mineral resource being estimated using the various Canadian Institute of Mining and Metallurgy best practice guidelines and standards. The main findings of the Tetra Resource Report are highlighted in the Section below.

On March 14, 2019, the Company, following review and comments from the British Columbia Securities Commission, revised and reissued both the Lanxess Resource Report and the Tetra Resource Report.

 

8


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

On March 21, 2019, the Company closed a brokered short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’ commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,787 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 1, 2019, the Company issued 750,000 stock options to consultants of the Company. The options were issued with an exercise price of $1.00 for a period of three years. All options vest 90 days after grant.

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 3 years. The units were issued with a four month and one day hold period.

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride.

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. in connection to the EOA for the California Property. All the common shares were issued with a four month and one day hold.

On August 1, 2019, the Company issued a Preliminary Economic Assessment (“PEA”) for the LANXESS Smackover project in Southern Arkansas. The PEA was dated August 01, 2019 and was filed on the Company’s SEDAR profile. The PEA was completed in accordance with the National Instrument 43-101Standard of Disclosure for Mineral Projects with the mineral resource being estimated using the various Canadian Institute of Mining and Metallurgy best practice guidelines and standards. The main findings of the Lanxess PEA are highlighted in the Section below.

 

9


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Nature of Business and Operations – continued

Mineral Properties and Projects

 

     California
Property
$
     Arkansas
Property
$
     Total
$
 

Acquisition costs:

        

Balance, December 31, 2017

     5,403,689        1,258,000        6,661,689  

Acquisition of property

     723,157        4,372,434        5,095,591  

Effect of movement in foreign exchange rates

     13,408        191,194        204,602  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

     6,140,254        5,821,628        11,961,882  

Reclassification from acquisition to exploration costs

     (53,508      —          (53,508

Acquisition of property

     2,096,767        5,103,033        7,199,800  

Effect of movement in foreign exchange rates

     (82,066      (61,326      (143,392
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Exploration Costs:

        

Balance, December 31, 2017

     839,179        385,038        1,224,217  

Site management

     152,826        —          152,826  

Other exploration costs

     1,669,003        785,192        2,454,195  

Effect of movement in foreign exchange rates

     355,450        41,773        397,223  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

     3,016,458        1,212,003        4,228,461  

Reclassification from acquisition to exploration costs

     53,508        —          53,508  

Site management

     61,621        —          61,621  

Drilling

     915,839        —          915,839  

Other exploration costs

     368,856        863,867        1,232,723  

Effect of movement in foreign exchange rates

     (48,902      (26,183      (75,085
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

     9,156,712        7,033,631        16,190,343  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     12,468,827        12,913,022        25,381,849  
  

 

 

    

 

 

    

 

 

 

 

10


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Arkansas Lithium Project

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases. The Company is also conducting a mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas.

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction pilot plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the pilot plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

Also, as described above, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas. Subsequent to this on November 19, the Company issued the Resource Report for the LANXESS brine project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Lanxess Resource Report – Executive Summary

The following is the extracted summary section from the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs“) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX“), Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Resource Report and the maiden mineral inferred resource estimate.

The Lanxess Resource Report is incorporated by reference herein and for full technical details, the complete text of the Lanxess Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Lanxess Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Lanxess Resource Report and is qualified in its entirety with reference to the full text of the Lanxess Resource Report.

 

11


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

Arkansas Lithium Project - continued

Property Location and Description

The Lanxess Smackover Lithium-Brine Property (the “Lanxess Property”) is located south and west of the City of El Dorado in Union County, Arkansas, United States. The Lanxess Property encompasses Townships 16-19 South and Ranges 15-18 West of the 5th Meridian, and the Lanxess Property centre is at: Universal Transverse Mercator 520600 Easting, 3670000 Northing, Zone 15N, North American Datum 83. The Lanxess Property has a vast brine infrastructure system that is owned 100% by LANXESS.

The Lanxess Property land package includes some 10,000 leases owned by LANXESS that cover 150,081.81 acres over an area of approximately 775 km2 (>300 square miles). Note: The authors of this Technical Report have not reviewed all 10,000 leases owned by LANXESS. The legal and survey validation of the leases is not in our expertise and we are relying on Standard Lithium and LANXESS land-persons and lawyers to review and validate. Though with a declaration of net mineral acreage for brine production provided by LANXESS, the authors have no reason to question the validity or the good-standing of the leases through which LANXESS (and former companies) have been producing bromine from the brine since the 1950’s.

Accessibility and Infrastructure

Of LANXESS’ total land package, 142,881.81 acres are ‘unitized’ and approximately 7,200 acres occur outside the unit boundaries. In Arkansas, a ‘unit’ is an area of operation appointed by the Arkansas Oil and Gas Commission (“AOGC“) whereby volumes of brine extraction and reinjection are continuously balanced on a per-unit basis. The Lanxess Property is sub-divided into 3 contiguous ‘units’ based on the 3 unitized areas of shared bromine operation: South, Central and West unit areas. LANXESS-owned infrastructure at the Property includes: 3 bromine plants (1/unit area), all of which are in operation and producing bromine; 400 km of pipelines (250 miles); and 61 brine supply and reinjection wells.

Standard Lithium and LANXESS have signed the binding LANXESS MOU in which Standard Lithium has paid LANXESS an initial Reservation of Rights Fee of US$3,000,000, to secure access to the tail-brine. Assuming the various milestones are adhered to, the LANXESS MOU is exclusive and binding for a period of 5 years (i.e., until approximately May 2023). The LANXESS JV Term Sheet has also been signed which describes the general form of a future joint venture at the Lanxess Property.

In the Lanxess Resource Report, the geological, and resource modelling and estimation, focus is on the Reynolds Member of the upper Jurassic Smackover Formation and its associated ‘Reynolds Member aquifer’. At the Lanxess Property, the Reynolds Member aquifer is situated at a depth of approximately 2,300 m (or about 7,500 feet) beneath the Earth’s surface. LANXESS currently pumps brine via brine supply wells situated throughout the Lanxess Property to its 3-unit production plants to extract bromine. The spent de-brominated brine is then pumped back down into the Smackover Formation aquifer through reinjection wells. Standard Lithium intends on Pilot Plant testing of tail-brine to see if lithium can be extracted from the brine.

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project - continued

 

Accessibility and Infrastructure - continued

 

As with any development project there exists potential risks and uncertainties. Standard Lithium will attempt to reduce risk/uncertainty through effective project management, engaging technical experts and developing contingency plans. With respect to access, title, or the right or ability to perform work on the property, the following risks and uncertainties have been identified at this stage of project development:

 

 

 

Lithium brine royalty assessment by the AOGC is not completed in a timely manner and/or the royalty rates overly impact project economics.

 

 

 

Commissioning and/or operation of full-scale Pilot Plant does not conform to technical criteria as determined through the bench and mini-pilot lithium extraction testing performed to date.

History

According to brine production records maintained by the AOGC, LANXESS processed 660 million barrels (105 million m3) of brine from the Smackover Formation at the Lanxess Property to produce bromine and bromine-related chemicals between January 2013 and March 2018. Given this brine-focused production history, together with the region’s hydrocarbon history that was also sourced from the Smackover Formation, a significant amount of information was either publicly available or was provided to the authors. These data and material provide background, supporting and relevant information that were of benefit to the authors in the preparation of the Resource Report. For example:

 

 

 

157 historical Li-brine analyses were provided by LANXESS. Minimum, maximum and average lithium values yielded 32 mg/L, 588 mg/L and 240 mg/L Li, respectively. The issuer and the senior author have been unable to verify the analytical protocol and methods that were adopted by LANXESS, and therefore, these data are not considered to be current and were not used in the preparation of the mineral resource estimate presented in this Resource Report.

 

 

 

The AOGC has maintained oil and gas, and brine, well data and production records for the State of Arkansas. These data are on-line and easily searchable. For example, and with respect to brine, current and historical brine production records are available dating back to 1979. The records provide annual and monthly statistics for counties, brine fields and individual brine supply wells.

 

 

 

Geologically, subsurface well log and electronic geophysical data were available that include: 699 and 198 wells that penetrated to the top and base of the Reynolds Member, respectively. Thirty-one wells had density logs and/or porosity logs within the Reynolds Member. In addition to the well log files, 620 line-km (385 line-miles) of proprietary 2D seismic data were used to create integrated seismic sub-surface maps.

 

 

 

Proprietary independent laboratory core reports that measured effective porosity and permeability of 2,329 core plug samples from brine supply wells and injection wells within the Reynolds Member at the Lanxess Property.

Exploration

Standard Lithium conducted 2017 and 2018 brine geochemical exploration programs at the Lanxess Property. The distribution of the brine samples collected includes all brine distribution sample points on the Lanxess Property (i.e., 24 of 26 brine supply wells, and feed-brine and tail-brine from the South, Central and West bromine plants). In 2018, brine was collected from identical brine access points in two separate June and July sampling programs. The analytical work was conducted by independent, accredited commercial laboratories (WetLab in Sparks, Nevada and ALS-Houston, Texas). Brine from the brine supply wells (n=24 wells), contained an average lithium concentration of

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Exploration – continued

 

164.9 mg/L Li. The average lithium concentration of the feed-brine and tail-brine from all 3 bromine plants was 163.5 and 150.0 mg/L Li, respectively.

Electronic well data were used to define the Reynolds Member type section and to formulate the upper and lower stratigraphic surfaces of the Reynolds Member domain. The subsurface geological modelling utilized electronic geophysical log data from:

 

 

 

699 wells to make stratigraphic picks to delineate the top of the Reynolds Member domain; and,

 

 

 

198 wells to make stratigraphic picks to delineate the base of the Reynolds Member domain.

Complementary to mapping the Reynolds Member using the well log data, the authors used proprietary seismic data within the boundary of the Lanxess Property to support the regional dip of the reflectors and overall delineation of the Reynolds Member domain.

Qualified Professional Site Inspection

The senior author Roy Eccles P. Geol. participated in a July 24-25, 2018 sampling program as part of a Qualified Professional site inspection of the Lanxess Property. In addition to collecting brine samples, in which subsequent analysis at an independent and accredited laboratory confirmed the Li-brine mineralization at the Lanxess Property, the site visit allowed the QP to validate the Property’s brine infrastructure including: brine supply and reinjection wells; the brine pipeline network; feed-brine and tail-feed at LANXESS’ bromine production plants; and the proposed site of Standard Lithium’s Pilot Plant.

Mineral Processing

With respect to mineral processing, Standard Lithium has performed initial bench-scale and subsequent mini-pilot scale testing on tail-brine from the bromine production plants owned by LANXESS. Based on initial technology evaluation, a process has been selected that uses a stable, fine-grained solid sorbent material to selectively extract lithium from a brine stream that has undergone relatively minimal pre-treatment. This treatment process produces a high-purity lithium chloride (LiCl) solution that can then be converted and crystallised using several different existing technologies to produce lithium carbonate and/or lithium hydroxide monohydrate. Data gathered from the mini-pilot test work are sufficiently promising to justify design of a large-scale Pilot Plant, and commitments have been made by Standard Lithium to fund the construction, commissioning and operation of this plant at one of LANXESS’ sites (and as part of the binding LANXESS MOU). It is proposed that the Pilot Plant (deployment targeted for 2019-H1) will operate for approximately one-year producing a variety of end products and enabling data to be collected on the process.

Mineral Resource Estimation

The mineral resource estimate has been completed in accordance with the National Instrument 43-101Standard of Disclosure for Mineral Projects with the mineral resource being estimated using the Canadian Institute of Mining and Metallurgy:

 

 

1.

Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines dated 23 November 2003;

 

 

2.

Definition Standards for Mineral Resources and Mineral Reserves amended and adopted 10 May 2014; and,

 

 

3.

Best Practice Guidelines for Resource and Reserve Estimation for Lithium Brines dated 1 November 2012. The effective date of this Resource Report is 19th November 2018.

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Mineral Resource Estimation - continued

 

Critical steps in the determination of this Inferred Lanxess Li-brine Resource Estimate include:

 

 

1.

Definition of the geometry of the Reynolds Member: Sub-surface data were loaded and multiple cross-sections were generated in the Property area to understand and define the key geological horizons. Surficial grids of the top and base of the Reynolds Member were used to construct a 3-D wireframe of the Reynolds Member that is used to define the Li-brine resource underlying the Lanxess Property. This domain boundary was clipped to the Property boundary and provides the starting point to evaluate the total in-situ volume of brine in the Reynolds Member underlying the Lanxess Property.

 

 

2.

Estimate of total in-situ Reynolds Member brine: The total volume of the aquifer is 30.43 km3. Rather than assuming the ‘average porosity’ accurately represents the in-situ brine within the Reynolds Member aquifer, APEX has adopted a more robust spatial statistics approach to estimate brine volume on a block-by-block basis where each block is assigned a porosity value that best represents the geological substrate. The total in-situ volume of brine within the Reynolds Member domain is calculated by multiplying each block’s estimated porosity value by its volume within the Reynolds Member domain (as specified by the calculated block factor). The total in-situ brine volume within the Reynolds Member domain is 3.52 km3.

 

 

3.

Hydrogeological characterization of the Reynolds Member aquifer: Mr. Kaush Rahkit provides hydrogeological discussion (porosity, permeability, dispersivity, anisotropy, groundwater levels, specific storage and storativity). The evaluation shows the Reynolds Member is best represented by a prolific, large-scale aquifer that is vertically bound by two aquitards and yields significant quantities of brine as supported by a long operational history. The average porosity and permeability on the property is 11.2% and 202 mD, respectively. Using an average Reynolds Member thickness of 56.7 m yields the following general aquifer characteristics:

 

 

a.

hydraulic conductivity of 5.8 x 10-6 m/s;

 

 

b.

transmissivity of the aquifer is 3.3 x 10-4 m2/s; and,

 

 

c.

storativity of the aquifer is 2.2 X 10-5.

 

 

4.

Additionally, LANXESS (and the predecessor companies) have been extracting brine from the aquifer since 1957. Over the last five years (2013 to 2017) approximately 660 million barrels (105 million m3) of brine has been extracted from brine supply wells pumping from the Reynolds Member domain within the Lanxess Property. The average brine extraction rate was consistently around 55,039 m3/day (346,185 barrels per day).

 

 

5.

Determination of the concentration of lithium in the brine: Based on Standard Lithium’s June and July 2018 sampling programs, the average lithium content of the brine supply wells across the entire property (164.9 mg/L Li) is used in the resource estimation presented in this Resource Report.

 

 

6.

Reasonable prospects for eventual economic extraction: The Lanxess Li-brine project has reasonable prospects for eventual economic extraction based on aquifer geometry, hydrogeological characterisation, effective porosity, brine access, brine volume and flow rate, lithium concentration, bench-scale recoverability experiments conducted to date and the assumption of continued, and strong marketing value. There is collective agreement among the multi-disciplinary team of Qualified Persons that the Lanxess Li-brine project has reasonable prospects for eventual economic extraction, and the senior author, Mr. Eccles P. Geol., takes responsibility for this statement.

 

 

7.

The final step is Mineral Resource reporting.

The resource estimate of the Li-brine at the Lanxess Property is classified as an “Inferred“ Mineral Resource and was classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. By definition, “An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.”

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Mineral Resource Estimation – continued

 

A cutoff concentration of 50 mg/L Li was used in this Lanxess Li-Brine Resource estimation, as the value represents the lowest grade, or quality, of mineralized material that is then amalgamated together with brine from multiple brine supply wells (n=23 wells) to form the feed-brine for processing.

Estimation of the Reynolds Member, Smackover Formation has been estimated using the relation: Lithium Resource = Paverage × VAquifer × Caverage, where:

 

 

 

Paverage = Average global block model porosity (11.6%) calculated by using the volume-weighted average porosity of the brine units and their respective unit areas;

 

 

 

VAquifer = Total volume of the Reynolds Member aquifer (30.427 km3); and

 

 

 

Caverage is the average concentration of Li in brine that was collected at the brine supply wells (164.9 mg/L Li).

The main Maiden Inferred Lanxess Li-Brine Resource is estimated at 580,000 tonnes of elemental Li (639,000 tons elemental Li; Table 1). The total lithium carbonate equivalent (“LCE“) for the main resource is 3,086,000 tonnes LCE (3,401,000 tons LCE). Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Table 1. Maiden Inferred Lanxess Lithium-Brine Resource Estimate. The grey-shaded ‘total’ column represents the main resource

 

LOGO

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.

Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs) and United States short tons (2,000 lbs or 907.2 kg).

Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 1,000 unit).

Note 4: In a ‘confined’ aquifer (as reported herein), porosity is a proxy for specific yield; especially given the number of effective porosity measurements evaluated in this report and their positive correlation with LAS log total porosity.

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Mineral Resource Estimation - continued

 

Note 5: The grey-shaded ‘Total’ volume and weights are estimated at volume-weighted average porosities of the block-model (i.e., calculated by using the porosity of the brine units and their respective unit areas). It is assumed that all pore space is occupied by brine.

Note 6: The Lanxess estimation was completed and reported using a cutoff of 50 mg/L Li.

Note 7: A conversion factor of 5.323 is used to convert elemental Li to Li2CO3, or Lithium Carbonate Equivalent (LCE).

Other Relevant Data and Information

Standard Lithium intends on building a Pilot Plant at the Lanxess Property to demonstrate efficacy of the process and has commissioned the following work:

 

 

1.

Zeton Inc. of Burlington Ontario to design and build a large-scale, continuously operated lithium-extraction Pilot Plant;

 

 

2.

Saltworks Technologies Inc. to design and build a selective crystallization Pilot Plant to make battery-grade lithium carbonate in a continuous process; and,

 

 

3.

Hunt Guillot & Associates LLC to design and manage all necessary works to locate and install the pilot plant modules into the currently operating bromine extraction plants.

The Pilot Plant development site is situated within the Lanxess South Plant. Pilot Plant installation is currently targeted for the First Half of 2019.

Recommendations

With respect to recommendations, the logical next steps for Standard Lithium to elevate the Lanxess Li-brine project to a higher level of resource classification are to:

 

 

1.

Develop a commercial agreement to secure future brine access (n.b. this has been mostly completed through signing of the JV Term Sheet);

 

 

2.

Continue with ongoing brine processing test work and development of a modern lithium extraction technology; and

 

 

3.

Continue with ongoing geochemical programs and studies.

The Inferred Mineral Resource classification is conservative given the abundance of data available regarding geology, hydrogeology, porosity, brine grade and production figures for Lanxess Property. Higher levels of classification will be warranted with the development of the Pilot Plant and associated test work results that will generate: detailed discussion of the technical aspects of the processing; assessment of the scalability of the project; and fuller disclosure of the risks and uncertainties as the project evolves.

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project

 

Lanxess Preliminary Economic Assessment – Executive Summary

As described above, on August 01 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package, which is indicated on Figure 4-2, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report.

The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project - continued

 

Recovery Method and Mineral Processing - continued

 

one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Capital and Operating Cost Estimate

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 2 CAPEX Summary

 

Stage of Development

  

Description

   Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
  

Phase 1 Subtotal

     171,171,000  

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
  

Phase 2 Subtotal

     161,178,000  

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
  

Phase 3 Subtotal

     104,813,000  
  

CAPEX TOTAL

     437,162,000  

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 3 below.

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

Arkansas Lithium Project—continued

 

Capital and Operating Cost Estimate—continued

 

CAPEX

Table 3 Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 4.

Table 4 Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units    Values      Comments

Production

  

tpy

     20,900      At completion of Phase 3 production

Plant Operation

  

years

     25      From the start of Phase 1 production

Capital Cost (CAPEX)

  

US$

     437,162,000     

Annual Operating Cost (OPEX)

  

US$

     90,259,000      At completion of Phase 3 production

Average Selling Price

  

US$/t

     13,550     

Annual Revenue

  

US$

     283,195,000     

Discount Rate

  

%

     8     

Net Present Value (NPV) Post-Tax

  

US$

     989,432,000     

Net Present Value (NPV) Pre-Tax

  

US$

     1,304,766,000     

Internal Rate of Return (IRR) Post-Tax

  

%

     36.0     

Internal Rate of Return (IRR) Pre-Tax %

  

%

     41.8     

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

Arkansas Lithium Project—continued

 

Capital and Operating Cost Estimate—continued

 

CAPEX

Post-Tax Sensitivity Analysis:

 

 

 

The sensitivity analysis at discount rate of 8% indicates that the Project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

 

 

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of NPV by +/- 43% and value of IRR by +/- 32%.

 

 

 

The Project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of IRR by +/-10%.

 

 

 

The Project economics are relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

 

 

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

Conclusions and Recommendations

Key Study Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Key Study Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Arkansas Lithium ProjectTetra Property

On December 29th, 2017 the Company entered into an Option Agreement with Tetra Technologies to proceed with the transaction (the “Agreement Date”). Under the terms of the Option Agreement, the Company will be granted the rights in consideration for a series of cash payments, as well as certain ongoing royalties tied to lithium production from the properties.

Details of payments due on the Agreement are as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 before December 29, 2018 (paid);

 

 

 

An additional US$700,000 before December 29, 2019;

 

 

 

An additional US$750,000 before December 29, 2020; and

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is forty-eight (48) months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Optionee shall pay a Royalty of 2.50% of revenue (minimum Royalty $1,000,000USD) to Tetra Technologies Inc.

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Standard’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Resource Report – Executive Summary

The following is a summary of the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs“) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX“), Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Tetra Resource Report and the maiden mineral resource estimate.

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

Arkansas Lithium Project—Tetra Property—continued

 

Tetra Resource Report—Executive Summary—continued

 

The Tetra Resource Report is incorporated by reference herein and for full technical details, the complete text of the Tetra Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Table 2 – Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total (and
main resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource Area
       

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Li resource (as metal) metric tonnes (see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total LCE resource (metric tonnes) (see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Notes:

 

[1]

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

[2]

Numbers may not add up due to rounding.

[3]

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

[4]

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

[5]

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

 

23


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

Arkansas Lithium Project Tetra Property—continued

 

Tetra Resource Report—Executive Summary—continued

 

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

 

24


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

Arkansas Lithium Project —Tetra Property—continued

 

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

California Lithium Project

The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

As described above, the Company entered into an option purchase and assignment agreement with TY & Sons and Nevada Alaska to acquire an interest in the BLD Claims. Under this agreement, as amended, the Company is required to pay to Nevada Alaska US$125,000 by November 30, 2016 (paid) and US$50,000 on each of the four years commencing on July 7, 2017. In addition, the Company is to issue 500,000 common shares to Nevada Alaska by November 30, 2016 (issued) and a further 500,000 common shares on each of the four years commencing on October 1, 2017.

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining. The property is also subject to ongoing BLM and County fees in order to keep the placer claims current and in good standing.

On May 1, 2017 the Company signed a Property Lease Agreement with National Chloride for rights to the adjacent approximate 12,290 acres. Under this agreement, the Company is required to pay US$25,000 (paid) at signing of LOI, US$25,000 (paid) at Agreement date, US$50,000 and issuance of 100,000 Consideration Shares (issued) at or before 6 month anniversary of Agreement date, an additional five US$100,000 cash payment and issuance of 200,000 Consideration Shares on or before each successive Agreement anniversary date, a cash payment of US$250,000 and the issuance of 500,000 Consideration Shares upon successful completion of a pre-feasibility study and a cash

 

25


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

California Lithium Project—continued

 

payment of US$1,000,000 upon the successful completion of a bankable feasibility study on the Property. It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MoU”), with TETRA Technologies, Inc., a NYSE-listed company (“TETRA”) to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, San Bernardino County, CA. As a result, the Company now has access to approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins that allows for exclusive lithium brine exploration and processing (the two projects combined are referred to as the California Lithium Project). The new MoU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA (transaction terms described below). In connection with the entering into of the MoU, and in support of the transaction with TETRA, the Company has made a non-refundable deposit of US$100,000.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the memorandum of understanding with Tetra Technologies Inc. announced by the Company on October 30, 2017. The Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, Ca.

Under the terms of the Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 common shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 common shares. The cash payments and share issuances will be made to TETRA, a non-affiliated NYSE-listed company, which is the underlying owner of the properties.

Lithium Brine Processing Project

The Company has engaged several third parties to perform brine processing testing on bulk brine samples gathered from the Company’s Projects. Work is being completed on three main fronts: 1) pre-treating the Company’s brines using modern filtration technologies; 2) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; and, 3) purifying and crystallisation of concentrated lithium solutions to produce battery quality lithium products. Much of the work is being completed with available off-the-shelf technology widely available and used in the water and wastewater processing industries; some is being performed with third party technology developed and protected by IP held by non-affiliated vendors and OEMs; and some is novel technology where IP is being developed and held by the Company and/or a technical advisor to the Company. This work is ongoing, and a demonstration-scale lithium extraction Pilot Plant has been installed at Lanxess’ operational brine

 

26


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Mineral Properties and Projects—continued

 

Lithium Brine Processing Project—continued

 

processing facility at their South Plant. This installation was completed in mid-October 2019, and it is expected that commissioning of the Pilot Plant will commence during November 2019.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

Selected Annual Information

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2019
$
     June 30,
2018
$
     December 31,
2017
$
 

Total revenue

     —          —          —    

Total assets

     44,391,331        30,920,583        12,600,559  

Working capital surplus (deficiency)

     1,578,892        13,964,324        3,459,827  

Total non-current financial liabilities

     398,453        —          —    

Net loss

     8,578,841        3,745,091        19,911,856  

Net loss per share

     0.11        0.06        0.37  

Results of Operations

Three months ended June 30, 2019 compared to the three months ended June 30, 2018:

The Company incurred a net loss of $498,870 for the quarter ended June 30, 2019 (“Q4-2019”) compared to a net gain of $5,094,520 for the quarter ended June 30, 2018 (“Q2-2018”). The primary reason for the increase in costs was a share-based adjustment that was entered on June 30, 2018. Consulting fees increased to $647,711 during Q4-2019, compared with $189,453 in Q2-2018, due to increased activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports. Management fees decreased to $235,013 during Q4-2019 from $280,635 incurred during Q2-2018 due to decreases in fees for Management. Professional Fees of $32,199 were lower than fees of $52,407 during Q2-2018. This is mainly due to lower legal fees incurred during the period. Filing and transfer agent fees of $24,575 were lower than fees of $44,271 during Q2-2018. The higher fees incurred during Q2-2018 relate to regulatory fees paid to the TSXV for the review of the TETRA acquisition. Office and administration cost of $76,123 were higher than the costs of $45,908 incurred during the comparative quarter due to higher miscellaneous office costs. Corporate development, advertising and investor relations costs of $Nil and $262,053 were incurred during Q4-2019 as compared to $7,500 and $211,780 during Q2-2018. The increase is costs relates to additional analyst coverage during the period. Travel costs of $85,037 incurred during Q4-2019 were higher than costs of $42,749 incurred during Q2-2018. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. The share-based compensation during the period was $266,291 as compared to $(6,320,938) was recognised in Q2-2018 as share-based compensation. It should be noted that the Q1-2018 quarter included the costs related to a proposed grant of shares under Restricted Share Unit plan. Subsequent to the period ended March 31, 2018, the Board of Directors did not approve and implement the plan. The Company’s Lithium Research and Pilot Plant Development Projects incurred costs of $(1,543,597) during the quarter ended Q4-2019 as compared to

 

27


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Results of Operations

 

Three months ended June 30, 2019 compared to the three months ended June 30, 2018:—continued

 

$399,466 during Q2-2018. The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $275,223 of cost associated with a preliminary economic assessment and $80,079 of costs related to the patent applications.

Year ended June 30, 2019 compared to the six months ended June 30, 2018:

The Company incurred a net loss of $8,578,841 for the year ended June 30, 2019 (“FY2019”) compared to a net loss of $3,745,091 for the six months ended June 30, 2018 transition year (“TY2018”). The primary reason for the increase in costs was the comparative period covered a 6 months transition year. Consulting fees increased to $1,281,415 in FY2019, compared with $329,843 in TY2018, due to increased activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports. Management fees increased to $1,109,382 during FY2019 from $481,674 incurred during TY2018 due to increases in fees for Management. Professional Fees of $184,849 increased from $76,994 during TY2018 due to higher legal and audit fees related to the completion of audit review during Q2-2019 and Q3-2019. Filing and transfer agent fees incurred during FY2019 where $103,422 as compared to $69,744 during, due to fees paid to the TSX Venture Exchange and the Nasdaq. Office and administration fees of $242,302 during FY2019 were consistent with fees of $104,129 incurred during TY2018. Corporate development, advertising and investor relations costs of $5,000 and $1,528,862 were incurred during FY2019 as compared to $26,000 and $451,736 during TY2018. Travel costs of $246,827 were incurred during FY2019 compared to $112,442 incurred during TY2018. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. The share-based compensation during the period was $3,325,91556 as compared to $1,488,695 during TY2018 as share-based compensation. The Company’s Lithium Research and Pilot Plant Development Projects incurred costs of $4,252 during FY2019 as compared to $625,301 during TY2018. The increase in cost relates to the increase in consultants used to complete the data collection during the FY2019. During FY2019, the Company incurred $329,715 of cost associated with a preliminary economic assessment and $149,259 related to the patent applications.

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

     Jun 30,
2019
$
    Mar 31,
2019
$
    Dec 31,
2018
$
    Sep 30,
2018
$
    Jun 30,
2018
$
    Mar 31,
2018
$
    Dec 31,
2017
$
    Sep 30,
2017
$
 

Revenue for the Period

     —         —         —         —         —         —         —         —    

Net (Loss)/Gain for the Period

     (498,870     (1,880,795     (1,735,978     (4,463,198     5,054,920       (8,800,011     (5,951,916     (10,794,595

Basic & Diluted Loss per Share

     (0.01     (0.02     (0.01     (0.06     (0.07     (0.13     (0.10     (0.20
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

28


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Liquidity and Capital Resources

As of June 30, 2019, the Company had working capital of $1,578,892 compared to a working capital of $13,964,324 as of June 30, 2018. Cash and cash equivalents at June 30, 2019 totaled $6,849,114 compared to $13,513,182 at June 30, 2018. During the year ended June 30, 2019 the Company had net cash outflow of $6,664,068.

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company at a price of $2.10 per unit, for gross proceeds of $21,656,924. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 common shares and granted 721,897 compensation options for one unit until February 16, 2020 at an exercise price of $2.10 in conjunction with the private placement.

On May 1, 2018, the Company issued 200,000 common shares with a fair value of $286,000 to National Chloride.

On May 29, 2018, the Company issued 200,000 common shares with a fair value of $294,000 to TETRA Technologies. Inc.

During the period ended June 30, 2018, the Company issued a total of 214,216 common shares for the exercise of stock options. The Company received proceeds of $218,500 and re-classified $290,556 from Stock option reserve to Share capital upon exercise.

During the period ended June 30, 2018, the Company issued a total of 1,300,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $325,000 upon exercise.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Company Inc.

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc.

On December 13, 2018, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset.

On March 21, 2019, the Company closed a broker short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’ commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,797 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 3 years. The units were issued with a four month and one day hold period.

 

29


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Liquidity and Capital Resources—continued

 

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride (See Note 4 of the June 30, 2019 audited consolidated financial statements).

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. (See Note 4 of the June 30, 2019 audited consolidated financial statements).

During the year ended June 30, 2019, the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

Management has determined that the cash resources will be sufficient to continue operations in the short term but that additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     June 30,
2019
     June 30,
2018
 

Non-Executive Chairman due to Paloduro Investments Inc.

   $ 87,500      $ —    

President and Chief Operating Officer due to Green Core Consulting Ltd.

     300,000        130,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     300,000        130,000  

Director due to Anthony Alvaro or Varo Corp Capital Partners Inc.

     240,000        100,000  

Chief Financial Officer due to Kara Norman

     102,600        40,913  

VP of Exploration due to Raymond Spanjers

     79,282        76,761  

Share-based payment

     2,102,790        4,938,417  
  

 

 

    

 

 

 
   $ 3,212,172      $ 5,416,091  
  

 

 

    

 

 

 

As at June 30, 2019 there is $161,843 (June 30, 2018: $152,555) in accounts payable and accrued liabilities owing to officers of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

Effective December 1, 2016, the Company completed a share consolidation on the basis of five existing common shares for one post-consolidation common share. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

 

30


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Outstanding Share Data—continued

 

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 88,094,076 common shares issued and outstanding, 8,847,681 stock options and 14,886,996 warrants outstanding. Of the warrants outstanding, 3,025,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 5,156,411 are exercisable at $2.60 per share, expiring on February 16, 2020, 6,564,925 are exercisable to acquire 1 common share at $1.30 expiring February 21, 2022, 797,336 are exercisable to acquire 1 common share at $1.00 expiring on March 21, 2021 and 213,000 are exercisable to acquire 1 common share at $1.30 expiring on April 10, 2022.

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        2.36        1.05        1,250,000        1.05  

0.96

     2,590,000        2.64        0.96        2,590,000        0.96  

1.02

     435,784        0.79        1.02        435,784        1.02  

2.10

     721,897        0.31        2.10        721,897        2.10  

2.10

     500,000        3.33        2.10        500,000        2.10  

1.21

     300,000        3.69        1.21        300,000        1.21  

1.40

     1,900,000        3.86        1.40        1,900,000        1.40  

1.00

     750,000        2.44        1.00        750,000        1.00  

1.00

     150,000        2.64        1.00        150,000        1.00  

0.83

     100,000        2.73        0.83        100,000        0.83  

0.75

     150,000        3.98        0.75        150,000        0.75  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,847,681        2.51        1.24        8,847,681        1.24  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

 

31


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Financial Instruments and Risk Management—continued

 

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended June 30, 2019 and June 30, 2018.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2018

   Level 1      Level 2      Level 3      Total  

Cash

   $ 13,513,182      $ —        $ —        $ 13,513,182  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

32


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Financial Instruments and Risk Management—continued

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at June 30, 2019, the Company has a working capital surplus of $1,578,892.

 

(iv)

Foreign Exchange Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     June 30, 2019      June 30, 2018  

Cash

   $ 248,860      $ 88,007  

Accounts payable

     (4,509,929      (407,421
  

 

 

    

 

 

 

At June 30, 2019, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3087. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $476,000 in the Company’s comprehensive loss for the year.

Non-Cash Transactions

 

Non-cash Financing and Investing Activities

   June 30,
2019
$
     June 30,
2018
$
 

Shares issued for exploration and evaluation assets

     1,626,000        580,000  

Shares issued for finder’s fees

     —          609,486  

Shares issued for intangible asset

     475,000        —    

Shares issuable for intangible asset

     475,000        —    

Exploration and evaluation expenditures included in accounts payable

     166,064        309,312  
  

 

 

    

 

 

 

Commitments

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at June 30, 2019:

 

     Period ended
June 30,
2019
 

2020

   $ 100,475  

2021

     33,492  
  

 

 

 
   $ 133,967  
  

 

 

 

 

33


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Recent Accounting Pronouncements

Accounting standards issued, but not effective, up to the date of issuance of the Company’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applies at a future date. The company intends to adopt these standards when they become effective.

New accounting standards effective for annual periods on or after January 1, 2019

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17. The Company is currently finalizing the impact of IFRS 16 on its consolidated financial statements. As at July 1, 2019, it is estimated that total liabilities would increase by $118,000 and assets would increase by approximately $118,000. The Company is continuing to assess the overall impact of the new standard, including the required changes to the disclosures in its consolidated financial statements.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty. The adoption of this standard is not expected to have a material effect on the Company’s future results and financial position.

Risk Factors

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

 

34


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital through future sales of Common Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a

 

35


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Exploration and Development—continued

 

combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material.

 

36


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Environmental Risks—continued

 

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), FMC Corporation (NYSE:FMC), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co., Ltd.and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of Standard Lithium Common Shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s Common Share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s Common Shares include the following:

 

37


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Volatility of the Market Price of the Company’s Common Shares—continued

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of Common Shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s Common Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. The Company cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Common Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

 

38


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Industry Competition and International Trade Restrictions

 

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

 

39


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition, and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This

 

40


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2019

 

 

Risk Factors—continued

 

Insurance—continued

 

lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

 

41

Exhibit 99.9

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Kara Norman, the Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Standard Lithium Ltd. (the “issuer”) for the financial year ended June 30, 2019.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 25, 2019

”Kara Norman”

Kara Norman

Chief Financial Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.10

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Standard Lithium Ltd. (the “issuer”) for the financial year ended June 30, 2019.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: October 25, 2019

 

”Robert Mintak”

Robert Mintak

Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.11

 

LOGO

STANDARD LITHIUM SECURES C$5.0 MILLION CONVERTIBLE LOAN FINANCING

October 30, 2019 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) is pleased to announce that it has entered into a C$5,000,000 loan and guarantee agreement (the “Loan”) with LANXESS Corporation (the “Lender”). The Loan has been fully advanced to Standard Lithium as US$3,750,000, based on an agreed exchange rate, and will be used in the ongoing development of a demonstration plant in southern Arkansas, for the demonstration of Standard Lithium’s proprietary process for the extraction of lithium from brine solutions (the “Demonstration Plant”).

The principal amount of the Loan will be convertible at the option of the Lender at a rate such that for each C$0.80 of principal converted, the Lender will receive one common share of Standard Lithium (each, a “Common Share”) and one-half of a warrant to purchase an additional Common Share with an exercise price of C$1.20 per Common Share and a term of three years (each whole warrant, a “Warrant”). Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 Common Shares and 3,125,625 Warrants. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that Standard Lithium has a positive consolidated operating cash flow, as shown on its financial statements, Standard Lithium will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of Standard Lithium is positive. From and after the date on which the consolidated operating cash flow of Standard Lithium is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.


The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, the Lender may elect an earlier maturity date on 60 days’ notice to Standard Lithium. The Loan is secured by a charge on the shares of Standard Lithium’s direct and indirect subsidiaries (collectively, the “Subsidiaries”) Arkansas Lithium Corp. (which operates the Demonstration Plant), Vernal Minerals Corp. (a holding company which owns the shares of Arkansas Lithium Corp.), and 2661881 Ontario Limited (which owns intellectual property rights to be used in the operation of the Demonstration Plant), as well as by a security interest in the tangible and intangible property of Standard Lithium and the Subsidiaries.

About Standard Lithium Ltd.

Standard Lithium is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory, and permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations utilizing the Company’s proprietary selective extraction technology. The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC - Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777, standardlithium@lhai.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third-party information, continued access to mineral properties or infrastructure,


fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.12

FORM 51-102F3

Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1 OF

NATIONAL INSTRUMENT NO. 51-102

 

Item 1.

Reporting Issuer

Standard Lithium Ltd.(the “Company”or “Standard Lithium”)

Suite 835, 1100 Melville Street

Vancouver, BC

V6E 4A6

 

Item 2.

Date of Material Change

October 29, 2019

 

Item 3.

Press Release

The Company issued a press release on October 30, 2019 relating to the material change, which was disseminated through GlobeNewswire and subsequently filed on SEDAR.

 

Item 4.

Summary of Material Change

The Company has entered into a C$5,000,000 loan and guarantee agreement (the “Loan”) with LANXESS Corporation (the “Lender”). The Loan has been fully advanced to Standard Lithium as US$3,750,000, based on an agreed exchange rate, and will be used in the ongoing development of a demonstration plant in southern Arkansas, for the demonstration of Standard Lithium’s proprietary process for the extraction of lithium from brine solutions. The principal amount of the Loan will be convertible at the option of the Lender into common shares and warrants of the Company.

 

Item 5.

Full Description of Material Change

The Company has entered into a C$5,000,000 loan and guarantee agreement (the “Loan”) with LANXESS Corporation (the “Lender”). The Loan has been fully advanced to Standard Lithium as US$3,750,000, based on an agreed exchange rate, and will be used in the ongoing development of a demonstration plant in southern Arkansas, for the demonstration of Standard Lithium’s proprietary process for the extraction of lithium from brine solutions (the “Demonstration Plant”).

The principal amount of the Loan will be convertible at the option of the Lender at a rate such that for each C$0.80 of principal converted, the Lender will receive one common share of Standard Lithium (each, a “Common Share”) and one-half of a warrant to purchase an additional Common Share with an exercise price of C$1.20 per Common Share and a term of three years (each whole warrant, a “Warrant”). Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 Common Shares and 3,125,625 Warrants. All securities issued upon conversion of the Loan will be subject to a four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that Standard Lithium has a positive consolidated operating cash flow, as shown on its financial statements, Standard Lithium will pay a fee


to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of Standard Lithium is positive. From and after the date on which the consolidated operating cash flow of Standard Lithium is positive, the annual interest rate increases to 7.5% . Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, the Lender may elect an earlier maturity date on 60 days’ notice to Standard Lithium. The Loan is secured by a charge on the shares of Standard Lithium’s direct and indirect subsidiaries (collectively, the “Subsidiaries”) Arkansas Lithium Corp. (which operates the Demonstration Plant), Vernal Minerals Corp. (a holding company which owns the shares of Arkansas Lithium Corp.), and 2661881 Ontario Limited (which owns intellectual property rights to be used in the operation of the Demonstration Plant), as well as by a security interest in the tangible and intangible property of Standard Lithium and the Subsidiaries.

 

Item 6.

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

The report is not being filed on a confidential basis.

 

Item 7.

Omitted Information

No information has been omitted.

 

Item 8.

Executive Officer

Robert Mintak, Chief Executive Officer

Telephone: 604.409.8154

 

Item 9.

Date of Report

October 30, 2019

Exhibit 99.13

 

LOGO

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars—unaudited)

Three months ended September 30, 2019 and 2018


STANDARD LITHIUM LTD.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by CPA Canada for a review of interim financial statements by the entity’s auditor.

 

2


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at September 30, 2019 and June 30, 2019

(Expressed in Canadian dollars)

 

     September 30,
2019
(unaudited)
    June 30,
2019
(audited)
 

ASSETS

    

Current assets

    

Cash

   $ 3,118,985     $ 6,849,114  

Receivables

     118,755       90,428  

Prepaid expenses

     335,852       254,524  
  

 

 

   

 

 

 
     3,573,592       7,194,066  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 4)

     82,979       82,002  

Exploration and evaluation assets (Note 3)

     25,815,733       25,381,849  

Intangible asset (Note 5)

     1,910,349       1,910,349  

Asset under construction (Note 6)

     12,874,993       9,823,065  
  

 

 

   

 

 

 
     40,684,054       37,197,265  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 44,257,646     $ 44,391,331  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (Note 9)

   $ 5,952,209     $ 5,615,174  
  

 

 

   

 

 

 

Non-current liabilities

    

Amounts payable (Note 7)

     398,453       398,453  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     6,350,662       6,013,627  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 8)

     57,875,488       57,875,488  

Shares to be issued (Note 5)

     475,000       475,000  

Reserves (Note 8)

     13,622,482       13,544,859  

Deficit

     (34,508,680     (33,655,763

Accumulated other comprehensive income

     442,694       138,120  
  

 

 

   

 

 

 

TOTAL EQUITY

     37,906,984       38,377,704  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 44,257,646     $ 44,391,331  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Note 12)

Subsequent Events (Note 13)

Approved by the Board of Directors and authorized for issue on November 27, 2019.

 

“Robert Mintak”

  

“Dr. Andrew Robinson”

    

Director

  

Director

  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

3


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three months ended September 30, 2019 and 2018

(Expressed in Canadian dollars - unaudited)

 

     Three Months Ended  
     September 30,     September 30,  
     2019     2018  

Administrative Expenses

    

Consulting fees

   $ 145,023     $ 268,152  

Management fees (Note 9)

     232,163       272,235  

Advertising and investor relations

     136,574       581,973  

Corporate development

     —         5,000  

Filing and transfer agent

     22,447       17,958  

Office and administration

     45,673       30,445  

Professional fees

     22,260       30,272  

Share-based payments (Notes 8 and 9)

     77,623       2,825,322  

Research and development

     —         358,570  

Preliminary economic assessment

     55,251       —    

Patent

     46,139       —    

Travel

     7,487       61,885  

Foreign exchange loss (gain)

     62,277       (8,604
  

 

 

   

 

 

 
     852,917       4,443,208  
  

 

 

   

 

 

 

Loss from operations before other items

     (852,917     (4,443,208
  

 

 

   

 

 

 

Other items

    

Write-off acquisition costs (Note 3)

     —         (20,650

Interest and accretion expense

     —         660  
  

 

 

   

 

 

 
     —         (19,990
  

 

 

   

 

 

 

Net loss

     (852,917     (4,463,198
  

 

 

   

 

 

 

Other comprehensive gain/(loss)

    

Items that may be reclassified subsequently to income or loss:

    

Currency translation differences of foreign operations

     304,574       (128,455
  

 

 

   

 

 

 

Total comprehensive loss

   $ (548,343   $ (4,591,653
  

 

 

   

 

 

 

Weighted average number of common shares outstanding – basic and diluted

     81,464,328       68,689,015  

Basic and diluted loss per share

   $ (0.01   $ (0.07
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

4


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

Three months ended September 30, 2019 and 2018

(Expressed in Canadian dollars - unaudited)

 

     Number
of
shares
     Share
capital
     Shares to
be issued
     Reserves      Deficit     Accumulated
Other
Comprehensive
Gain (Loss)
    Total  

Balance, June 30, 2018

     73,527,576      $ 45,187,983      $ —        $ 9,847,553      $ (25,076,922   $ 278,562     $ 30,237,176  

Share-based payment

     —          —          —          2,825,322        —         —         2,825,322  

Warrants exercised

     350,000        87,500        —          —          —         —         87,500  

Net loss for the period

     —          —          —          —          (4,463,198     —         (4,463,198

Currency translation differences
for foreign operations

     —          —          —          —          —         (128,455     (128,455
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, September 30, 2018

     73,877,576        45,275,483        —          12,672,875        (29,540,120     150,107       28,558,345  

Balance, June 30, 2019

     87,594,076      $ 57,875,488      $ 475,000      $ 13,544,859      $ (33,655,763   $ 138,120     $ 38,377,704  

Share-based payment

     —          —          —          77,623        —         —         77,623  

Net loss for the period

     —          —          —          —          (852,917     —         (852,917

Currency translation differences
for foreign operations

     —          —          —          —          —         304,574       304,574  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, September 30, 2019

     87,594,076      $ 57,875,488      $ 475,000      $ 13,622,482      $ (34,508,680   $ 442,694     $ 37,906,984  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

5


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Three months ended September 30, 2019 and 2018

(Expressed in Canadian dollars - unaudited)

 

     Three Months Ended  
     September 30,     September 30,  
     2019     2018  

Cash flows from (used in) operating activities

    

Net loss

   $ (852,917   $ (4,463,198

Add items not affecting cash

    

Share-based payments

     77,623       2,825,322  

Write-off acquisition costs

     —         20,650  

Net changes in non-cash working capital items to operations:

    

Receivables

     (28,327     (113,209

Prepaid expenses

     (81,328     (937,189

Accounts payable and accrued liabilities

     (1,262,638     50,433  
  

 

 

   

 

 

 

Net cash used in operating activities

     (2,147,587     (2,617,191
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Exploration and evaluation assets

     (126,959     (1,106,220

Asset under construction

     (1,455,583     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,582,542     (1,106,220
  

 

 

   

 

 

 

Cash flows from (used in) financing activities

    

Exercise of warrants

     —         87,500  
  

 

 

   

 

 

 

Net cash from financing activities

     —         87,500  
  

 

 

   

 

 

 

Decrease in cash

     (3,730,129     (3,635,911

Cash, beginning of period

     6,849,114       13,513,182  
  

 

 

   

 

 

 

Cash, end of period

   $ 3,118,985     $ 9,877,271  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

6


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

1.

Nature and Continuance of Operations

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”).

The address of the Company’s corporate office and principal place of business is 835, 1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

 

2.

Basis of Presentation

 

 

a)

Statement of compliance

The condensed consolidated interim financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

These condensed consolidated interim financial statements comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2019, which were prepared in accordance with IFRS as issued by the IASB.

 

 

b)

Basis of consolidation

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

7


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation—continued

 

 

c)

Functional and presentation currency

Items included in the condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

 

d)

Basis of measurement

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value.

In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation—continued

 

e)

Changes in accounting standards

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months of less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Company adopted IFRIC 23 effective July 1, 2019 with no material impact to the Company’s consolidated financial statements.

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures

 

     California      Arkansas         
     Property
$
     Property
$
     Total
$
 

Acquisition costs:

        

Balance, June 30, 2018

     6,140,254        5,821,628        11,961,882  

Acquisition of property

     2,096,767        5,103,033        7,199,800  

Reclassification from acquisition to exploration costs

     (53,508      —          (53,508

Effect of movement in foreign exchange rates

     (82,066      (61,326      (143,392
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Acquisition of property

     117,971        1,775        119,746  

Effect of movement in foreign exchange rates

     93,722        129,493        223,215  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2019

     8,313,140        10,994,603        19,307,742  

Exploration Costs:

        

Balance, June 30, 2018

     3,016,458        1,212,003        4,228,461  

Reclassification from acquisition to exploration costs

     53,508        —          53,508  

Site management

     61,621        —          61,621  

Drilling

     915,839        —          915,839  

Other exploration costs

     368,856        863,867        1,232,723  

Effect of movement in foreign exchange rates

     (48,902      (26,183      (75,085
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  

Other exploration costs

     —          13,965        13,965  

Effect of movement in foreign exchange rates

     52,525        24,433        76,958  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2019

     4,419,905        2,088,085        6,507,990  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     12,468,827        12,913,022        25,381,849  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2019

     12,733,045        13,082,688        25,815,733  
  

 

 

    

 

 

    

 

 

 

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

California Property

 

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

California Property – continued

 

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California.

In consideration for the acquisition of the Vendor, the Company will issue 1,000,000 common shares, and will assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition remains subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and wrote-off acquisition costs of $20,650. The Company has no further obligations or liabilities to the Vendor.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

Arkansas Property

 

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities.The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at September 30, 2019.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

4.

Reclamation deposit

 

On September 6, 2017, the Company paid $82,979 (US$62,659) for a reclamation bond to the Bureau of Land Management California State (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake. This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

5.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”).

All cash payments and share issuances become immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the IP Assets. In the event the Company does not make any of the required payments or share issuances, Brown has the right to re-acquire all of the issued share capital of 2661881, at which point the Company’s obligations to make further payments will cease. See Note 14 Subsequent Events item (b) for further details.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

5.

Intangible asset—continued

 

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Total

     1,910,349  
  

 

 

 

The intangible asset represents purchase of intellectual property rights. As at September 30, 2019, the intangible asset was not yet available for use.

 

6.

Asset under construction

The Company is developing a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use and therefore not subject to depreciation as at September 30, 2019.

 

7.

Amounts payable

During the year ended June 30, 2019, the Company issued note payable of $250,000 payable six months after the closing date of the acquisition of 266861 Ontario Limited (Note 7) and will owe $500,000 at a later date as referenced in Note 7(v). Due to these amounts being owed at a later date the Company valued these at the present value and recorded accretion expense as follows:

 

     $  

Beginning balance at June 30, 2018

     —    

Fair value of promissory note payable due six months after closing date

     226,391  

Accretion expense for promissory note payable due six months after closing date

     23,609  

Cash payable on or before the Investment Date

     375,657  

Accretion expense for cash payable on or before the Investment Date

     22,796  
  

 

 

 

Total note payable

     648,453  

Less: amount paid

     (250,000
  

 

 

 

Amounts payable at June 30 and September 30, 2019

     398,453  
  

 

 

 

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Share Capital

 

 

a)

Authorized capital

 

Unlimited number of common voting shares without nominal or par value

Unlimited number of preferred shares without par value issued in one or more series

87,594,076 common shares were issued and outstanding at September 30, 2019.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc. (Note 3).

On December 13, 2018, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 6).

On March 21, 2019, the Company closed a brokered short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’ commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,787 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (April 10, 2022). The Company incurred $10,635 of share issuance costs to complete the financing.

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride (Note 3).

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. (Note 3).

During the year ended June 30, 2019, the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Share Capital - continued

 

 

b)

Warrants

 

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2018

     8,631,411        1.65  

Issued

     6,705,585        1.26  

Exercised

     (450,000      0.25  
  

 

 

    

 

 

 

Balance at June 30 and September 30, 2019

     14,886,996        1.53  
  

 

 

    

 

 

 

The weighted average contractual life of the warrants outstanding is 1.48 years.

 

 

c)

Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 3, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On July 23, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all of the stock options vesting immediately on the date of grant.

On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On April 1, 2019, the Company granted 750,000 stock options to consultants of the Company at an exercise price of $1.00 for a period of three years. All of the stock options vested on June 29, 2019.

On June 13, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.00 for a period of three years with all of the stock options vesting immediately on the date of grant.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Share Capital – continued

 

c)

Options - continued

 

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

 

     July 19,
2019
    June 13,
2019
    April 1,
2019
    September 4,
2018
    July 23,
2018
    July 3,
2018
 

Annualized volatility

     163     165     175     145     68     143

Risk free interest rate

     1.50     1.34     1.58     2.13     2.02     2.05

Dividend rate

     0     0     0     0     0     0

Expected life of options

     3 years       3 year       3 years       5 year       1 year       5 years  

Forfeiture rate

     0     0     0     0     0     0

Share price

   $ 0.91     $ 0.75     $ 0.85     $ 1.40     $ 1.03     $ 1.25  

Stock option transactions are summarized as follows:

 

     Number of options      Weighted
average
exercise price
 

Balance at June 30, 2018

     5,572,681      $  1.24  

Options granted

     3,350,000        1.26  

Options cancelled

     (175,000      1.24  
  

 

 

    

 

 

 

Balance at June 30, 2019

     8,747,681        1.25  

Options granted

     100,000        0.83  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  
  

 

 

    

 

 

 

Balance at September 30, 2019

     8,397,681      $ 1.24  
  

 

 

    

 

 

 

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Share Capital - continued

 

 

c)

Options - continued

 

The following table summarizes stock options outstanding and exercisable at September 30, 2019:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        2.42        1.05        1,250,000        1.05  

0.96

     2,590,000        2.71        0.96        2,590,000        0.96  

1.02

     435,784        0.86        1.02        435,784        1.02  

2.10

     721,897        0.38        2.10        721,897        2.10  

2.10

     500,000        3.40        2.10        500,000        2.10  

1.40

     1,900,000        3.93        1.40        1,900,000        1.40  

1.00

     750,000        2.50        1.00        750,000        1.00  

1.00

     150,000        2.70        1.00        150,000        1.00  

0.83

     100,000        2.80        0.83        100,000        0.83  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,397,681        2.41        1.24        8,397,681        1.24  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

9.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     September 30,
2019
     September 30,
2018
 

Management fees paid or accrued to officers of the Company

   $ 232,163      $ 272,235  

Share-based payment

     —          2,317,921  
  

 

 

    

 

 

 
   $ 232,163      $ 2,590,156  
  

 

 

    

 

 

 

As at September 30, 2019 there is $262,886 (June 30, 2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

10.

Capital Management

 

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

11.

Financial instruments and financial risk management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended September 30, 2019 and June 30, 2019.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

September 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 3,118,985      $ —        $ —        $ 3,118,985  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

11.

Financial instruments and financial risk management - continued

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. At September 30, 2019, the Company has a working capital deficit of $2,378,617.

 

(iv)

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

12.

Commitments

 

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at September 30, 2019:

 

     Period ended
September 30, 2019
 

2020

   $ 75,356  

2021

     33,492  
  

 

 

 

Total

   $  108,848  
  

 

 

 

 

13.

Subsequent Events

 

 

a)

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

 

 

b)

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under Note 6 Intangible Assets items (v) and (vi) to Brown. Under the revised agreement, Standard Lithium will make (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000, and the issuance of 500,000 common shares on or before December 31, 2019. Following completion of the above payments, the Company will have satisfied all payment obligations due and owing with respect to the acquisition of 2661881 as detailed in Note 6 Intangible Assets.

 

 

c)

On October 30, 2019, the Company entered into a $5,000,000 loan and guarantee agreement with LANXESS Corporation. The Loan has been fully advanced to the Company as US$3,750,000, based on an agreed exchange rate, and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas, for the demonstration of the Company’s proprietary process for the extraction of lithium from brine solutions (see Note 7).

The principal amount of the Loan will be convertible at the option of the Lender at a rate such that for each $0.80 of principal converted, the Lender will receive one common share of the Company and one-half of a warrant to purchase an additional Common Share with an exercise price of $1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 Common Shares and 3,125,625 Warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

13.

Subsequent Events – continued

 

 

c)

– continued

 

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

 

24

Exhibit 99.14

 

LOGO

Management’s Discussion and Analysis

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at November 27, 2019 and it should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the three months ended September 30, 2019. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

Forward-Looking Statements

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

Nature of Business and Operations

Standard was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”. The head office is located at Suite 835, 1100 Melville Street, Vancouver, V6E 4A6 Canada. The Company was formerly in the oil and gas business but changed its focus during the 2016 fiscal year. The Company is currently focusing on evaluating, acquiring and developing lithium projects in the USA.

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an

 

2


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations - continued

interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$25,000 deposit paid within one business day of the Agreement Date (paid)

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of Moab Minerals Corp. (“Moab”), a privately-held British Columbia-based mineral exploration company. Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between Moab and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 common shares and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 common shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the TSX Venture Exchange and the common shares were issued on February 21, 2017. The value of the common shares of Moab acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox Property and terminated the purchase agreement with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox Property.

 

3


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations – continued

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

 

4


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations – continued

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which held the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company proposed to issue 1,000,000 common shares, and assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition was subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition would have been subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and recorded a write-off of $20,650. The Company has no further obligations or liabilities to the Vendor.

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas (the “Agreement Date”). Under this Option Agreement, the Company is required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% (minimum Royalty US$1,000,000) to Tetra Technologies.

On May 9, 2018 the Company entered into a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of Lanxess’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial

 

5


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations – continued

US$3,000,000 reservation fee to LANXESS to locate and interconnect a lithium extraction demonstration plant at one of Lanxess’ processing facilities in south Arkansas, secure access to tail brine produced as part of Lanxess bromine extraction business, and provide logistics and other support as may be required to operate the demonstration plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it entered into a license, exploration and option agreement to formalise the memorandum of understanding with Tetra Technologies Inc. announced by the Company on October 30, 2017. The Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, Ca.

Under the terms of the Option Agreement, the Company would initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights would be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 common shares, to be completed over a sixty-month period. Initially, the Company made a payment of US$100,000 and issued 200,000 common shares. The agreement was subsequently revised with an effective date for payments and share issuances to be due on May 2nd going forward. The cash payments and share issuances would be made to TETRA, a non-affiliated NYSE-listed company, which is the underlying owner of the properties. Cash payment and share issuances are as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US $100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before May 2, 2019 (paid)

 

 

 

US$200,000 on or before May 2, 2020

 

 

 

US$200,000 on or before May 2, 2021

 

 

 

US$200,000 on or before May 2, 2022

 

 

 

US$200,000 on or before May 2, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before May 2, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before May 2, 2020

 

 

 

Issue 400,000 common shares on or before May 2, 2021

 

 

 

Issue 400,000 common shares on or before May 2, 2022

 

 

 

Issue 400,000 common shares on or before May 2, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On November 9 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet“) with global specialty chemical company LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in South Arkansas.

 

6


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations – continued

Standard Lithium is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the Smackover Formation. Under the proposed terms of the joint venture, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture, and Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the demonstration plant being developed on the Property, as well as its proprietary extraction processes including all relevant intellectual property rights. Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint venture will include options for Standard Lithium to participate in project funding on similar terms. The final terms of the joint venture and any funding arrangement remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date;(paid)

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”).

All cash payments and share issuances become immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the IP Assets. In the event the Company does not make any of the required payments or share issuances, Brown has the right to re-acquire all of the issued share capital of 2661881, at which point the Company’s obligations to make further payments will cease.

On October 28, 2019, the Company agreed to accelerate the timeframe of the completion of the payments and common share issuance to Brown. Under the revised agreement, Standard Lithium will make (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and a further $250,000, and the issuance of 500,000 common shares on or before December 31, 2019. Following completion of the payments and share issuance, the Company will have satisfied all payment obligations due and owing with respect to the acquisition of 2661881.

 

7


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations – continued

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Total

     1,910,349  
  

 

 

 

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at an exercise price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On August 1, 2019, the Company issued a Preliminary Economic Assessment (“PEA”) for the LANXESS Smackover project in Southern Arkansas. The PEA was dated August 01, 2019 and was filed on the Company’s SEDAR profile. The PEA was completed in accordance with the National Instrument 43-101Standard of Disclosure for Mineral Projects with the mineral resource being estimated using the various Canadian Institute of Mining and Metallurgy best practice guidelines and standards. The main findings of the Lanxess PEA are highlighted in the Section below.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $0.75 for a period of four years with all of the stock options vesting immediately on the date of grant.

During the three months ended September 30, 2019 the Company did not issue any common shares.

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd.

On October 30, 2019, the Company entered into a C$5,000,000 loan and guarantee agreement with LANXESS Corporation. The Loan has been fully advanced to Standard Lithium as US$3,750,000, based on an agreed exchange rate, and will be used in the ongoing development of a demonstration plant in southern Arkansas, for the demonstration of Standard Lithium’s proprietary process for the extraction of lithium from brine solutions. The principal amount of the Loan will be convertible at the option of the Lender at a rate such that for each C$0.80 of principal converted, the Lender will receive one common share of Standard Lithium and one-half of a warrant to purchase an additional Common Share with an exercise price of C$1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 Common Shares and 3,125,625 Warrants. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced. The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that Standard Lithium has a positive consolidated operating cash flow, as shown on its financial statements, Standard Lithium will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of Standard Lithium is positive. From and after the date on which the consolidated operating cash flow of Standard Lithium is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

 

8


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Nature of Business and Operations – continued

Mineral Properties and Projects

 

     California      Arkansas         
     Property
$
     Property
$
     Total
$
 

Acquisition costs:

        

Balance, June 30, 2018

     6,140,254        5,821,628        11,961,882  

Acquisition of property

     2,096,767        5,103,033        7,199,800  

Reclassification from acquisition to exploration costs

     (53,508      —          (53,508

Effect of movement in foreign exchange rates

     (82,066      (61,326      (143,392
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Acquisition of property

     117,971        1,775        119,746  

Effect of movement in foreign exchange rates

     93,722        129,493        223,215  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2019

     8,313,140        10,994,603        19,307,742  

Exploration Costs:

        

Balance, June 30, 2018

     3,016,458        1,212,003        4,228,461  

Reclassification from acquisition to exploration costs

     53,508        —          53,508  

Site management

     61,621        —          61,621  

Drilling

     915,839        —          915,839  

Other exploration costs

     368,856        863,867        1,232,723  

Effect of movement in foreign exchange rates

     (48,902      (26,183      (75,085
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  

Other exploration costs

     —          13,965        13,965  

Effect of movement in foreign exchange rates

     52,525        24,433        76,958  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2019

     4,419,905        2,088,085        6,507,990  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     12,468,827        12,913,022        25,381,849  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2019

     12,733,045        13,082,688        25,815,733  
  

 

 

    

 

 

    

 

 

 

 

9


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Arkansas Lithium Project

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases. The Company is also conducting a mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas.

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

Also, as described above, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas. Subsequent to this on November 19, the Company issued the Resource Report for the LANXESS brine project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Lanxess Resource Report – Executive Summary

The following is the extracted summary section from the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs“) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX“), Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Resource Report and the maiden mineral inferred resource estimate.

The Lanxess Resource Report is incorporated by reference herein and for full technical details, the complete text of the Lanxess Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Lanxess Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Lanxess Resource Report and is qualified in its entirety with reference to the full text of the Lanxess Resource Report.

 

10


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Arkansas Lithium Project - continued

Property Location and Description

The Lanxess Smackover Lithium-Brine Property (the “Lanxess Property”) is located south and west of the City of El Dorado in Union County, Arkansas, United States. The Lanxess Property encompasses Townships 16-19 South and Ranges 15-18 West of the 5th Meridian, and the Lanxess Property centre is at: Universal Transverse Mercator 520600 Easting, 3670000 Northing, Zone 15N, North American Datum 83. The Lanxess Property has a vast brine infrastructure system that is owned 100% by LANXESS.

The Lanxess Property land package includes some 10,000 leases owned by LANXESS that cover 150,081.81 acres over an area of approximately 775 km2 (>300 square miles). Note: The authors of this Technical Report have not reviewed all 10,000 leases owned by LANXESS. The legal and survey validation of the leases is not in our expertise and we are relying on Standard Lithium and LANXESS land-persons and lawyers to review and validate. Though with a declaration of net mineral acreage for brine production provided by LANXESS, the authors have no reason to question the validity or the good-standing of the leases through which LANXESS (and former companies) have been producing bromine from the brine since the 1950’s.

Accessibility and Infrastructure

Of LANXESS’ total land package, 142,881.81 acres are ‘unitized’ and approximately 7,200 acres occur outside the unit boundaries. In Arkansas, a ‘unit’ is an area of operation appointed by the Arkansas Oil and Gas Commission (“AOGC“) whereby volumes of brine extraction and reinjection are continuously balanced on a per-unit basis. The Lanxess Property is sub-divided into 3 contiguous ‘units’ based on the 3 unitized areas of shared bromine operation: South, Central and West unit areas. LANXESS-owned infrastructure at the Property includes: 3 bromine plants (1/unit area), all of which are in operation and producing bromine; 400 km of pipelines (250 miles); and 61 brine supply and reinjection wells.

Standard Lithium and LANXESS have signed the binding LANXESS MOU in which Standard Lithium has paid LANXESS an initial Reservation of Rights Fee of US$3,000,000, to secure access to the tail-brine. Assuming the various milestones are adhered to, the LANXESS MOU is exclusive and binding for a period of 5 years (i.e., until approximately May 2023). The LANXESS JV Term Sheet has also been signed which describes the general form of a future joint venture at the Lanxess Property.

In the Lanxess Resource Report, the geological, and resource modelling and estimation, focus is on the Reynolds Member of the upper Jurassic Smackover Formation and its associated ‘Reynolds Member aquifer’. At the Lanxess Property, the Reynolds Member aquifer is situated at a depth of approximately 2,300 m (or about 7,500 feet) beneath the Earth’s surface. LANXESS currently pumps brine via brine supply wells situated throughout the Lanxess Property to its 3-unit production plants to extract bromine. The spent de-brominated brine is then pumped back down into the Smackover Formation aquifer through reinjection wells. Standard Lithium intends on Demonstration Plant testing of tail-brine to see if lithium can be extracted from the brine.

 

11


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Arkansas Lithium Project - continued

Accessibility and Infrastructure - continued

As with any development project there exists potential risks and uncertainties. Standard Lithium will attempt to reduce risk/uncertainty through effective project management, engaging technical experts and developing contingency plans. With respect to access, title, or the right or ability to perform work on the property, the following risks and uncertainties have been identified at this stage of project development:

 

 

 

Lithium brine royalty assessment by the AOGC is not completed in a timely manner and/or the royalty rates overly impact project economics.

 

 

 

Commissioning and/or operation of full-scale Demonstration Plant does not conform to technical criteria as determined through the bench and mini-pilot lithium extraction testing performed to date.

History

According to brine production records maintained by the AOGC, LANXESS processed 660 million barrels (105 million m3) of brine from the Smackover Formation at the Lanxess Property to produce bromine and bromine-related chemicals between January 2013 and March 2018. Given this brine-focused production history, together with the region’s hydrocarbon history that was also sourced from the Smackover Formation, a significant amount of information was either publicly available or was provided to the authors. These data and material provide background, supporting and relevant information that were of benefit to the authors in the preparation of the Resource Report. For example:

 

 

 

157 historical Li-brine analyses were provided by LANXESS. Minimum, maximum and average lithium values yielded 32 mg/L, 588 mg/L and 240 mg/L Li, respectively. The issuer and the senior author have been unable to verify the analytical protocol and methods that were adopted by LANXESS, and therefore, these data are not considered to be current and were not used in the preparation of the mineral resource estimate presented in this Resource Report.

 

 

 

The AOGC has maintained oil and gas, and brine, well data and production records for the State of Arkansas. These data are on-line and easily searchable. For example, and with respect to brine, current and historical brine production records are available dating back to 1979. The records provide annual and monthly statistics for counties, brine fields and individual brine supply wells.

 

 

 

Geologically, subsurface well log and electronic geophysical data were available that include: 699 and 198 wells that penetrated to the top and base of the Reynolds Member, respectively. Thirty-one wells had density logs and/or porosity logs within the Reynolds Member. In addition to the well log files, 620 line-km (385 line-miles) of proprietary 2D seismic data were used to create integrated seismic sub-surface maps.

 

 

 

Proprietary independent laboratory core reports that measured effective porosity and permeability of 2,329 core plug samples from brine supply wells and injection wells within the Reynolds Member at the Lanxess Property.

Exploration

Standard Lithium conducted 2017 and 2018 brine geochemical exploration programs at the Lanxess Property. The distribution of the brine samples collected includes all brine distribution sample points on the Lanxess Property (i.e., 24 of 26 brine supply wells, and feed-brine and tail-brine from the South, Central and West bromine plants). In 2018, brine was collected from identical brine access points in two separate June and July sampling programs. The analytical work was conducted by independent, accredited commercial laboratories (WetLab in Sparks, Nevada and ALS-Houston, Texas). Brine from the brine supply wells (n=24 wells), contained an average lithium concentration of 164.9 mg/L Li. The average lithium concentration of the feed-brine and tail-brine from all 3 bromine plants was 163.5 and 150.0 mg/L Li, respectively.

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Exploration – continued

Electronic well data were used to define the Reynolds Member type section and to formulate the upper and lower stratigraphic surfaces of the Reynolds Member domain. The subsurface geological modelling utilized electronic geophysical log data from:

 

 

 

699 wells to make stratigraphic picks to delineate the top of the Reynolds Member domain; and,

 

 

 

198 wells to make stratigraphic picks to delineate the base of the Reynolds Member domain.

Complementary to mapping the Reynolds Member using the well log data, the authors used proprietary seismic data within the boundary of the Lanxess Property to support the regional dip of the reflectors and overall delineation of the Reynolds Member domain.

Qualified Professional Site Inspection

The senior author Roy Eccles P. Geol. participated in a July 24-25, 2018 sampling program as part of a Qualified Professional site inspection of the Lanxess Property. In addition to collecting brine samples, in which subsequent analysis at an independent and accredited laboratory confirmed the Li-brine mineralization at the Lanxess Property, the site visit allowed the QP to validate the Property’s brine infrastructure including: brine supply and reinjection wells; the brine pipeline network; feed-brine and tail-feed at LANXESS’ bromine production plants; and the proposed site of Standard Lithium’s Demonstration Plant.

Mineral Processing

With respect to mineral processing, Standard Lithium has performed initial bench-scale and subsequent mini-pilot scale testing on tail-brine from the bromine production plants owned by LANXESS. Based on initial technology evaluation, a process has been selected that uses a stable, fine-grained solid sorbent material to selectively extract lithium from a brine stream that has undergone relatively minimal pre-treatment. This treatment process produces a high-purity lithium chloride (LiCl) solution that can then be converted and crystallised using several different existing technologies to produce lithium carbonate and/or lithium hydroxide monohydrate. Data gathered from the mini-pilot test work are sufficiently promising to justify design of a large-scale Demonstration Plant, and commitments have been made by Standard Lithium to fund the construction, commissioning and operation of this plant at one of LANXESS’ sites (and as part of the binding LANXESS MOU). It is proposed that the Demonstration Plant (deployment targeted for 2019-H1) will operate for approximately one-year producing a variety of end products and enabling data to be collected on the process.

Mineral Resource Estimation

The mineral resource estimate has been completed in accordance with the National Instrument 43-101Standard of Disclosure for Mineral Projects with the mineral resource being estimated using the Canadian Institute of Mining and Metallurgy:

 

 

1.

Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines dated 23 November 2003;

 

 

2.

Definition Standards for Mineral Resources and Mineral Reserves amended and adopted 10 May 2014; and,

 

 

3.

Best Practice Guidelines for Resource and Reserve Estimation for Lithium Brines dated 1 November 2012. The effective date of this Resource Report is 19th November 2018.

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Mineral Resource Estimation - continued

Critical steps in the determination of this Inferred Lanxess Li-brine Resource Estimate include:

 

 

1.

Definition of the geometry of the Reynolds Member: Sub-surface data were loaded and multiple cross-sections were generated in the Property area to understand and define the key geological horizons. Surficial grids of the top and base of the Reynolds Member were used to construct a 3-D wireframe of the Reynolds Member that is used to define the Li-brine resource underlying the Lanxess Property. This domain boundary was clipped to the Property boundary and provides the starting point to evaluate the total in-situ volume of brine in the Reynolds Member underlying the Lanxess Property.

 

 

2.

Estimate of total in-situ Reynolds Member brine: The total volume of the aquifer is 30.43 km3. Rather than assuming the ‘average porosity’ accurately represents the in-situ brine within the Reynolds Member aquifer, APEX has adopted a more robust spatial statistics approach to estimate brine volume on a block-by-block basis where each block is assigned a porosity value that best represents the geological substrate. The total in-situ volume of brine within the Reynolds Member domain is calculated by multiplying each block’s estimated porosity value by its volume within the Reynolds Member domain (as specified by the calculated block factor). The total in-situ brine volume within the Reynolds Member domain is 3.52 km3.

 

 

3.

Hydrogeological characterization of the Reynolds Member aquifer: Mr. Kaush Rahkit provides hydrogeological discussion (porosity, permeability, dispersivity, anisotropy, groundwater levels, specific storage and storativity). The evaluation shows the Reynolds Member is best represented by a prolific, large-scale aquifer that is vertically bound by two aquitards and yields significant quantities of brine as supported by a long operational history. The average porosity and permeability on the property is 11.2% and 202 mD, respectively. Using an average Reynolds Member thickness of 56.7 m yields the following general aquifer characteristics:

 

 

a.

hydraulic conductivity of 5.8 x 10-6 m/s;

 

 

b.

transmissivity of the aquifer is 3.3 x 10-4 m2/s; and,

 

 

c.

storativity of the aquifer is 2.2 X 10-5.

 

 

4.

Additionally, LANXESS (and the predecessor companies) have been extracting brine from the aquifer since 1957. Over the last five years (2013 to 2017) approximately 660 million barrels (105 million m3) of brine has been extracted from brine supply wells pumping from the Reynolds Member domain within the Lanxess Property. The average brine extraction rate was consistently around 55,039 m3/day (346,185 barrels per day).

 

 

5.

Determination of the concentration of lithium in the brine: Based on Standard Lithium’s June and July 2018 sampling programs, the average lithium content of the brine supply wells across the entire property (164.9 mg/L Li) is used in the resource estimation presented in this Resource Report.

 

 

6.

Reasonable prospects for eventual economic extraction: The Lanxess Li-brine project has reasonable prospects for eventual economic extraction based on aquifer geometry, hydrogeological characterisation, effective porosity, brine access, brine volume and flow rate, lithium concentration, bench-scale recoverability experiments conducted to date and the assumption of continued, and strong marketing value. There is collective agreement among the multi-disciplinary team of Qualified Persons that the Lanxess Li-brine project has reasonable prospects for eventual economic extraction, and the senior author, Mr. Eccles P. Geol., takes responsibility for this statement.

 

 

7.

The final step is Mineral Resource reporting.

The resource estimate of the Li-brine at the Lanxess Property is classified as an “Inferred“ Mineral Resource and was classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. By definition, “An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.”

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Mineral Resource Estimation – continued

A cutoff concentration of 50 mg/L Li was used in this Lanxess Li-Brine Resource estimation, as the value represents the lowest grade, or quality, of mineralized material that is then amalgamated together with brine from multiple brine supply wells (n=23 wells) to form the feed-brine for processing.

Estimation of the Reynolds Member, Smackover Formation has been estimated using the relation: Lithium Resource = Paverage × VAquifer × Caverage, where:

 

 

 

Paverage = Average global block model porosity (11.6%) calculated by using the volume-weighted average porosity of the brine units and their respective unit areas;

 

 

 

VAquifer = Total volume of the Reynolds Member aquifer (30.427 km3); and

 

 

 

Caverage is the average concentration of Li in brine that was collected at the brine supply wells (164.9 mg/L Li).

The main Maiden Inferred Lanxess Li-Brine Resource is estimated at 580,000 tonnes of elemental Li (639,000 tons elemental Li; Table 1). The total lithium carbonate equivalent (“LCE“) for the main resource is 3,086,000 tonnes LCE (3,401,000 tons LCE). Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Table 1. Maiden Inferred Lanxess Lithium-Brine Resource Estimate. The grey-shaded ‘total’ column represents the main resource

 

                       Total  
                       (and main  

Reporting parameter

   South Unit     Central Unit     West Unit     resource)  

Aquifer volume (km3)

     5.828       8.289       16.310       30.427  

Brine volume (km3)

     0.689       0.995       1.835       3.515  

Mean lithium concentration (mg/L)

     164.9       164.9       164.9       164.9  

Average Porosity

     11.8     12.0     11.2     11.6

Total elemental Li resource (tonnes)

     114,000       164,000       303,000       580,000  

Total elemental Li resource (tons)

     125,000       181,000       333,000       639,000  

Total LCE (tonnes)

     605,000       873,000       1,610,000       3,086,000  

Total LCE (tons)

     666,000       963,000       1,775,000       3,401,000  

Note 1: Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing or other relevant issues.

Note 2: The weights are reported in metric tonnes (1,000 kg or 2,204.6 lbs) and United States short tons (2,000 lbs or 907.2 kg).

Note 3: Numbers may not add up due to rounding of the resource values percentages (rounded to the nearest 1,000 unit).

Note 4: In a ‘confined’ aquifer (as reported herein), porosity is a proxy for specific yield; especially given the number of effective porosity measurements evaluated in this report and their positive correlation with LAS log total porosity.

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Mineral Resource Estimation - continued

Note 5: The grey-shaded ‘Total’ volume and weights are estimated at volume-weighted average porosities of the block-model (i.e., calculated by using the porosity of the brine units and their respective unit areas). It is assumed that all pore space is occupied by brine.

Note 6: The Lanxess estimation was completed and reported using a cutoff of 50 mg/L Li.

Note 7: A conversion factor of 5.323 is used to convert elemental Li to Li2CO3, or Lithium Carbonate Equivalent (LCE).

Other Relevant Data and Information

Standard Lithium intends on building a Demonstration Plant at the Lanxess Property to demonstrate efficacy of the process and has commissioned the following work:

 

 

1.

Zeton Inc. of Burlington Ontario to design and build a large-scale, continuously operated lithium-extraction Demonstration Plant;

 

 

2.

Saltworks Technologies Inc. to design and build a selective crystallization Demonstration Plant to make battery-grade lithium carbonate in a continuous process; and,

 

 

3.

Hunt Guillot & Associates LLC to design and manage all necessary works to locate and install the Demonstration plant modules into the currently operating bromine extraction plants.

The Demonstration Plant development site is situated within the Lanxess South Plant. Demonstration Plant installation is currently targeted for the First Half of 2019.

Recommendations

With respect to recommendations, the logical next steps for Standard Lithium to elevate the Lanxess Li-brine project to a higher level of resource classification are to:

 

 

1.

Develop a commercial agreement to secure future brine access (n.b. this has been mostly completed through signing of the JV Term Sheet);

 

 

2.

Continue with ongoing brine processing test work and development of a modern lithium extraction technology; and

 

 

3.

Continue with ongoing geochemical programs and studies.

The Inferred Mineral Resource classification is conservative given the abundance of data available regarding geology, hydrogeology, porosity, brine grade and production figures for Lanxess Property. Higher levels of classification will be warranted with the development of the Demonstration Plant and associated test work results that will generate: detailed discussion of the technical aspects of the processing; assessment of the scalability of the project; and fuller disclosure of the risks and uncertainties as the project evolves.

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Arkansas Lithium Project

Lanxess Preliminary Economic Assessment – Executive Summary

As described above, on August 01 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package, which is indicated on Figure 4-2, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report.

The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Arkansas Lithium Project - continued

Recovery Method and Mineral Processing - continued

one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Capital and Operating Cost Estimate

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 2 CAPEX Summary

 

Stage of Development    Description    Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
  

Phase 1 Subtotal

     171,171,000  

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
  

Phase 2 Subtotal

     161,178,000  

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
  

Phase 3 Subtotal

     104,813,000  
  

CAPEX TOTAL

     437,162,000  

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 3 below.

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

Mineral Properties and Projects – continued

Arkansas Lithium Project - continued

Capital and Operating Cost Estimate - continued

CAPEX

Table 3 Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 4.

Table 4 Economic Evaluation - Case 1 (Base Case) Summary

 

Overview

   Units    Values     

Comments

Production

  

tpy

     20,900     

At completion of Phase 3 production

Plant Operation

  

years

     25     

From the start of Phase 1 production

Capital Cost (CAPEX)

  

US$

     437,162,000     

Annual Operating Cost (OPEX)

  

US$

     90,259,000     

At completion of Phase 3 production

Average Selling Price

  

US$/t

     13,550     

Annual Revenue

  

US$

     283,195,000     

Discount Rate

  

%

     8     

Net Present Value (NPV) Post-Tax

  

US$

     989,432,000     

Net Present Value (NPV) Pre-Tax

  

US$

     1,304,766,000     

Internal Rate of Return (IRR) Post-Tax

  

%

     36.0     

Internal Rate of Return (IRR) Pre-Tax %

  

%

     41.8     

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project—continued

 

Capital and Operating Cost Estimate—continued

 

CAPEX

Post-Tax Sensitivity Analysis:

 

 

 

The sensitivity analysis at discount rate of 8% indicates that the Project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

 

 

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of NPV by +/- 43% and value of IRR by +/- 32%.

 

 

 

The Project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of IRR by +/-10%.

 

 

 

The Project economics are relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

 

 

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

Conclusions and Recommendations

Key Study Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Key Study Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Arkansas Lithium Project—Tetra Property

On December 29th, 2017 the Company entered into an Option Agreement with Tetra Technologies to proceed with the transaction (the “Agreement Date”). Under the terms of the Option Agreement, the Company will be granted the rights in consideration for a series of cash payments, as well as certain ongoing royalties tied to lithium production from the properties.

Details of payments due on the Agreement are as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 before December 29, 2018 (paid);

 

 

 

An additional US$700,000 before December 29, 2019;

 

 

 

An additional US$750,000 before December 29, 2020; and

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is forty-eight (48) months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Optionee shall pay a Royalty of 2.50% of revenue (minimum Royalty $1,000,000USD) to Tetra Technologies Inc.

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Standard’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Resource Report – Executive Summary

The following is a summary of the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs“) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX“), Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Tetra Resource Report and the maiden mineral resource estimate.

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project—Tetra Property—continued

 

Tetra Resource Report – Executive Summary—continued

 

The Tetra Resource Report is incorporated by reference herein and for full technical details, the complete text of the Tetra Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Table 2 – Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total
(and main
resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource
Area
       

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes

(see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  

Total LCE resource

(metric tonnes)

(see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  

Notes:

 

[1]

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

[2]

Numbers may not add up due to rounding.

[3]

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

[4]

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

[5]

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project - Tetra Property – continued

 

Tetra Resource Report – Executive Summary – continued

 

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

 

23


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

Arkansas Lithium Project - Tetra Property - continued

 

Tetra Resource Estimation Methodology

 

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

California Lithium Project

The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

As described above, the Company entered into an option purchase and assignment agreement with TY & Sons and Nevada Alaska to acquire an interest in the BLD Claims. Under this agreement, as amended, the Company is required to pay to Nevada Alaska US$125,000 by November 30, 2016 (paid) and US$50,000 on each of the four years commencing on July 7, 2017. In addition, the Company is to issue 500,000 common shares to Nevada Alaska by November 30, 2016 (issued) and a further 500,000 common shares on each of the four years commencing on October 1, 2017.

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining. The property is also subject to ongoing BLM and County fees in order to keep the placer claims current and in good standing.

On May 1, 2017 the Company signed a Property Lease Agreement with National Chloride for rights to the adjacent approximate 12,290 acres. Under this agreement, the Company is required to pay US$25,000 (paid) at signing of LOI, US$25,000 (paid) at Agreement date, US$50,000 and issuance of 100,000 Consideration Shares (issued) at or before 6 month anniversary of Agreement date, an additional five US$100,000 cash payment and issuance of 200,000 Consideration Shares on or before each successive Agreement anniversary date, a cash payment of US$250,000 and the issuance of 500,000 Consideration Shares upon successful completion of a pre-feasibility study and a cash

 

24


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

California Lithium Project - continued

 

payment of US$1,000,000 upon the successful completion of a bankable feasibility study on the Property. It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MoU”), with TETRA Technologies, Inc., a NYSE-listed company (“TETRA”) to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, San Bernardino County, CA. As a result, the Company now has access to approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins that allows for exclusive lithium brine exploration and processing (the two projects combined are referred to as the California Lithium Project). The new MoU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA (transaction terms described below). In connection with the entering into of the MoU, and in support of the transaction with TETRA, the Company has made a non-refundable deposit of US$100,000.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the memorandum of understanding with Tetra Technologies Inc. announced by the Company on October 30, 2017. The Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, Ca.

Under the terms of the Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 common shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 common shares. The cash payments and share issuances will be made to TETRA, a non-affiliated NYSE-listed company, which is the underlying owner of the properties.

Lithium Brine Processing Project

The Company has engaged several third parties to perform brine processing testing on bulk brine samples gathered from the Company’s Projects. Work is being completed on three main fronts: 1) pre-treating the Company’s brines using modern filtration technologies; 2) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; and, 3) purifying and crystallisation of concentrated lithium solutions to produce battery quality lithium products. Much of the work is being completed with available off-the-shelf technology widely available and used in the water and wastewater processing industries; some is being performed with third party technology developed and protected by IP held by non-affiliated vendors and OEMs; and some is novel technology where IP is being developed and held by the Company and/or a technical advisor to the Company. This work is

 

25


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Mineral Properties and Projects – continued

 

Lithium Brine Processing Project- continued

 

ongoing, and a demonstration-scale lithium extraction Demonstration Plant has been installed at Lanxess’ operational brine processing facility at their South Plant. This installation was completed in mid-October 2019, and it is expected that commissioning of the Demonstration Plant will commence during November/December 2019.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

Selected Annual Information

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2019
$
     June 30,
2018
$
     December 31,
2017
$
 

Total revenue

     —          —          —    

Total assets

     44,391,331        30,920,583        12,600,559  

Working capital surplus (deficiency)

     1,578,892        13,964,324        3,459,827  

Total non-current financial liabilities

     398,453        —          —    

Net loss

     8,578,841        3,745,091        19,911,856  

Net loss per share

     0.11        0.06        0.37  

Results of Operations

Three months ended September 30, 2019 compared to the three months ended September 30, 2018:

The Company incurred a net loss of $852,917 for the quarter ended September 30, 2019 (“Q1-2020”) compared to a net loss of $4,463,198 for the quarter ended September 30, 2018 (“Q1-2019”). The primary reason for the decrease in loss was lower share-based payments, consulting fees and advertising and investor relations costs. Consulting fees decreased to $136,574 during Q1-2020, compared with $581,973 in Q1-2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the current period. Management fees decreased to $232,163 during Q1-2020 from $272,235 incurred during Q1-2019 due to decreases in fees for Management and the elimination of a management position. Professional Fees of $22,260 were lower than fees of $30,272 during Q1-2019. This is mainly due to lower legal fees incurred during the period. Filing and transfer agent fees of $22,447 were higher than fees of $17,958 during Q1-2019 primarily due to the addition of the Nasdaq listing costs included in the current period. Office and administration cost of $45,673 were higher than the costs of $30,445 incurred during the comparative quarter due to higher miscellaneous office costs and website development. Corporate development, advertising and investor relations costs of $Nil and $136,574 were incurred during Q1-2020 as compared to $5,000 and $581,973 during Q1-2019. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $7,487 incurred during Q1-2020 were higher lower than costs of $61,885 incurred during Q1-2019. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. The share-based compensation during the period was $77,623 as compared to $2,825,322 recognised in Q1-2019 as share-based compensation. The Company’s Lithium Research and Demonstration Plant Development Projects incurred costs of $Nil during the quarter ended Q1-2020 as compared to

 

26


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Results of Operations - continued

 

Three months ended September 30, 2019 compared to the three months ended September 30, 2018:—continued

 

$358,5270 during Q1-2019 The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $55,251 of cost associated with a preliminary economic assessment and $46,139 of costs related to the patent applications.

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

     Sep 30,
2019
$
    Jun 30,
2019
$
    Mar 31,
2019
$
    Dec 31,
2018
$
    Sep 30,
2018
$
    Jun 30,
2018
$
    Mar 31,
2018
$
    Dec 31,
2017
$
 

Revenue for the Period

     —         —         —         —         —         —         —         —    

Net (Loss)/Gain for the Period

     (852,917     (498,870     (1,880,795     (1,735,978     (4,463,198     5,054,920       (8,800,011     (5,951,916

Basic & Diluted Loss per Share

     (0.01     (0.01     (0.02     (0.01     (0.06     (0.07     (0.13     (0.10

Liquidity and Capital Resources

As of September 30, 2019, the Company had working capital deficit of $2,378,617 compared to a working capital of $10,520,586 as of September 30, 2018. Cash and cash equivalents at September 30, 2019 totaled $3,118,985 compared to $9,877,271 at September30, 2018. During the three months ended September 30, 2019 the Company had net cash outflow of $3,370,129.

During the three months ended September 30, 2019 the Company did not issue any common shares.

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd.

Management has determined that the cash resources will be sufficient to continue operations in the short term but that additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

 

27


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     September 30,
2019
     September 30,
2018
 

Non-Executive Chairman due to Paloduro Investments Inc.

   $ —        $ —    

President and Chief Operating Officer due to Green Core Consulting Ltd.

     75,000        75,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     75,000        75,000  

Director due to Anthony Alvaro or Varo Corp Capital Partners Inc.

     60,000        60,000  

Chief Financial Officer due to Kara Norman

     22,163        22,837  

VP of Exploration due to Raymond Spanjers

     —          39,398  

Share-based payment

     —          2,317,921  
  

 

 

    

 

 

 
   $ 232,163      $ 2,590,156  
  

 

 

    

 

 

 

As at September 30, 2019 there is $262,886 (September 30, 2018: $114,608) in accounts payable and accrued liabilities owing to officers of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

Effective December 1, 2016, the Company completed a share consolidation on the basis of five existing common shares for one post-consolidation common share. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 88,094,076 common shares issued and outstanding, 8,847,681 stock options and 14,886,996 warrants outstanding. Of the warrants outstanding, 3,025,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 5,156,411 are exercisable at $2.60 per share, expiring on February 16, 2020, 6,564,925 are exercisable to acquire 1 common share at $1.30 expiring February 21, 2022, 797,336 are exercisable to acquire 1 common share at $1.00 expiring on March 21, 2021 and 213,000 are exercisable to acquire 1 common share at $1.30 expiring on April 10, 2022.

 

28


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Outstanding Share Data - continued

 

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  
            Weighted      Weighted             Weighted  
            Average      Average             Average  

Exercise

   Number      Remaining      Exercise             Exercise  

Price

   of      Contractual Life      Price      Number      Price  

$                                                     

   Shares      (years)      $      Exercisable      $  

1.05

     1,250,000        2.27        1.05        1,250,000        1.05  

0.96

     2,590,000        2.56        0.96        2,590,000        0.96  

1.02

     435,784        0.71        1.02        435,784        1.02  

2.10

     721,897        0.23        2.10        721,897        2.10  

2.10

     500,000        3.24        2.10        500,000        2.10  

1.40

     1,900,000        3.78        1.40        1,900,000        1.40  

1.00

     750,000        2.35        1.00        750,000        1.00  

1.00

     150,000        2.55        1.00        150,000        1.00  

0.83

     100,000        2.65        0.83        100,000        0.83  

0.75

     150,000        3.89        0.75        150,000        0.75  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,547,681        2.42        1.24        8,547,681        1.24  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended September 30, 2019 and September 30, 2018.

 

29


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Financial Instruments and Risk Management—continued

 

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

September 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 3,118,985      $ —        $ —        $ 3,118,985  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at September 30, 2019, the Company has a working capital deficit of $2,378,617.

 

(iv)

Foreign Exchange Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

30


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Financial Instruments and Risk Management—continued

 

     September 30,
2019
     September 30,
2018
 

Cash

   $ 24,680      $ 59,280  

Accounts payable

     (5,430,000      (724,651
  

 

 

    

 

 

 

At September 30, 2019, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3243. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $540,000 in the Company’s comprehensive loss for the year.

Non-Cash Transactions

 

Non-cash Financing and Investing Activities

   September 30,
2019
$
     September 30,
2018
$
 

Shares issued for exploration and evaluation assets

     —          580,000  

Shares issuable for intangible asset

     475,000        —    

Asset under construction expenditures included in accounts payable

     1,591,956        —    

Exploration and evaluation expenditures included in accounts payable

     3,329        309,312  
  

 

 

    

 

 

 

Commitments

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at June 30, 2019:

 

     Period ended
September 30,
2019
 

2020

   $ 75,356  

2021

     33,492  
  

 

 

 
     $ 108,848  
  

 

 

 

 

31


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Recent Accounting Pronouncements

Accounting standards issued, but not effective, up to the date of issuance of the Company’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applies at a future date. The company intends to adopt these standards when they become effective.

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months of less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Company adopted IFRIC 23 effective July 1, 2019 with no material impact to the Company’s consolidated financial statements.

Risk Factors

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

 

32


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital through future sales of Common Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a

 

33


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Exploration and Development—continued

combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material.

 

34


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Environmental Risks—continued

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), FMC Corporation (NYSE:FMC), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co., Ltd.and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of Standard Lithium Common Shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s Common Share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s Common Shares include the following:

 

35


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Volatility of the Market Price of the Company’s Common Shares—continued

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of Common Shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s Common Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. The Company cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Common Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

 

36


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

 

37


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This

 

38


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2019

 

 

Risk Factors – continued

 

Insurance - continued

lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

 

39

Exhibit 99.15

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kara Norman, Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended September 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 27, 2019

 

“Kara Norman”

Kara Norman

Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

   

 

1

Exhibit 99.16

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended September 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 27, 2019

 

“Robert Mintak”

Robert Mintak

Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

   

 

1

Exhibit 99.17

 

LOGO

STANDARD LITHIUM ENTERING COMMISSIONING PHASE OF ITS LITHIUM

EXTRACTION DEMONSTRATION PLANT AT THE ARKANSAS PROJECT SITE

- First-of-a-kind industrial-scale direct lithium extraction demonstration plant, installed in Southern Arkansas

02nd December, 2019 – El Dorado, Arkansas – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) an innovative technology and lithium development company, is pleased to announce the successful installation of the Company’s industrial-scale Direct Lithium Extraction Demonstration Plant at Lanxess’ South Plant facility in southern Arkansas (the “Site”). Standard Lithium’s project team has also installed the site office/control room, the lithium-specific analytical laboratory, and a steel-framed, all-weather structure that allows year-round operation. The project team is currently completing all utility/service connections, as well as brine and reagent supply and disposal lines. As soon as these connections are finalised, then Standard Lithium’s 20+ person on-site project team will commence the commissioning phase.

Standard Lithium CEO, Robert Mintak commented “the commissioning of our industrial-scale pre-commercial plant will solidify Standard Lithium as one of the most advanced lithium projects in North America. Our recently completed Preliminary Economic Assessment contemplates the production of 20,900 tonnes of battery-quality lithium carbonate from existing brine flow, roughly five times the current domestic U.S. production, and that is without drilling a new well. The successful commissioning and operation of the LiSTR extraction technology will provide the proof of concept required for a commercial build decision and then potentially to become the largest producer of lithium chemicals in the United States.

Standard Lithium’s proprietary LiSTR Direct Lithium Extraction technology will be used to extract lithium from waste brine (tail brine) that is a byproduct of existing bromine production facilities run by Lanxess in south Arkansas, to produce battery-quality lithium chemicals. The industrial-scale pre-commercial plant is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of Lithium Carbonate.

KEY FEATURES OF THIS DISRUPTIVE TECHNOLOGY


 

 

Produces lithium chloride (LiCl) directly from un-concentrated raw brine;

 

 

 

Reduces recovery time from months to less than a day;

 

 

 

Eliminates the massive environmental footprint of evaporation ponds;

 

 

 

Returns virtually all water to the source aquifer;

 

 

 

Not affected by weather conditions;

 

 

 

Vastly increases recovery efficiencies to as much as >90%; and,

 

 

 

Unlocks large-scale unconventional brine resources.

Dr Andy Robinson, Standard Lithium President and COO, commented “the entire Standard Lithium team continues to deliver a very high-quality product on schedule. We’re now in the final stages of installation and connection, and about to enter the commissioning phase. We have a full complement of staff on site ready to start commissioning, overseen by our site manager, Mr. Bruce Seitz. This is an exciting time for Standard Lithium as we rapidly execute our near-term goal of demonstrating that lithium can be efficiently extracted, at an industrial scale, from Lanxess’ tail-brine in Southern Arkansas.

Work at the project location at Lanxess’ South Plant facility in southern Arkansas continues to be on-schedule, with first commissioning works expected to start in early December, and full commissioning to happen soon afterward. The final configuration of the installed modules is shown in Figure 1 below, and an overview of the all-weather enclosure is shown in Figure 2.


LOGO

Figure 1: All modules connected and installed – photo taken Wednesday 27th November 2019

 

LOGO

Figure 2: Overview of the all-weather enclosure – Image taken Friday 29th November 2019


About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

LHA Investor Relations, Mary Magnani, (415) 433-3777; standardlithium@lhai.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to


significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.18

 

STANDARD LITHIUM LTD.    LOGO

Voting Instruction Form (“VIF”) – Annual General and Special Meeting

Appointment of Proxyholder

I/We, being holder(s) of common shares of Standard Lithium Ltd. (the “Company”), hereby appoint Robert Mintak or, failing him, Kara Norman or, failing her, Sam Cole OR

 

 

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Company to be held at 10:00 a.m. (Vancouver Time) on December 30, 2019, at Cassels Brock & Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR all Resolutions. Please use a dark black pencil or pen.

 

1. Number of Director

   FOR    AGAINST

To set the number of Directors at five (5)

     

2. Election of Directors

The election of directors 1 through 5 listed below to hold office until the earlier of (i) the next annual general meeting of shareholders or (ii) until their successors are duly elected or appointed.

 

   FOR    WITHHOLD

1. Robert Mintak

     

2. Andrew Robinson

     

3. Anthony Alvaro

     

4. Jeffrey Barber

     

5. Robert Cross

     

3. Appointment of Auditors

   FOR    WITHHOLD

Appointment of Manning Elliott LLP, as Auditors of the Company for the ensuing year and authorize the Directors to fix their remuneration.

     

 

 

4. Amended By-Laws

   FOR    AGAINST

To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving an amendment to By-Law No. 1, as more fully described in the accompanying Information Circular.

     

Under Canadian securities law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go the AST website http://ca/astfinancialstatements and input code xxxxxx

 

 

I would like to receive quarterly financial statements

 

 

I would like to receive annual financial statements

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

 

 

Signature(s)

   

 

Date

Please sign exactly as your name(s) appear on this VIF. Please see reverse for instructions. All VIFs must be received by 10:00 a.m. (Vancouver time) on December 24, 2019.

 


LOGO

Voting Instruction Form (“VIF”) – Annual General and Special Meeting of Shareholders of Standard Lithium Ltd. to be held on Monday, December 30, 2019 (the “Meeting”)

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. Your voting instructions will be recorded on receipt of the VIF.

9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of and are entitled to instruct us with respect to the voting of, these securities.

10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

11. This VIF should be read in conjunction with the Information Circular and other proxy materials provided by Management.

 

LOGO

How to Vote

 

INTERNET

 

   

Go to

https://astvotemyproxy.com

 

   

Cast your vote online

 

   

View Meeting documents

 

To vote using your smartphone,

please scan this QR Code

g

   LOGO

To vote Internet you will need your control number. If you vote by Internet, do not return this VIF.

MAIL, FAX or EMAIL

 

   

Complete and return your signed proxy in the envelope provided or send to:

ASTTrust Company (Canada)

P.O. Box 721

Agincourt, ON M1S 0A1

 

   

You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST Trust Company (Canada)

All VIFs must be received by 10:00 a.m. (Pacific time) on Tuesday, December 24, 2019.

 

Exhibit 99.19

STANDARD LITHIUM LTD.

Suite 835, 1100 Melville Street

Vancouver, BC V6E 4A6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the shareholders of Standard Lithium Ltd. (the “Company”) will be held on December 30, 2019 at 10:00 a.m. (Vancouver time) at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 for the following purposes:

 

1.

To receive and consider the audited financial statements of the Company for the financial year ended June 30, 2019 and the auditor’s reports thereon.

 

2.

To re-appoint Manning Elliott LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, at a remuneration to be fixed by the directors.

 

3.

To set the number of directors for the ensuing year at five (5).

 

4.

To elect directors to hold office for the ensuing year.

 

5.

To consider for approval an amendment to general By-Law No. 1 of the Company, as set out in further detail in the accompanying information circular.

 

6.

To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

An information circular accompanies this notice and contains details of matters to be considered at the Meeting.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.

As set out in the notes, the enclosed proxy is solicited by management, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 26th day of November, 2019.

 

By order of the Board of Directors.

STANDARD LITHIUM LTD.

/signed/ Robert Mintak

Robert Mintak

Chief Executive Officer

Exhibit 99.20

STANDARD LITHIUM LTD.

Suite 835, 1100 Melville Street

Vancouver, BC V6E 4A6

Tel: 604 409-8154

MANAGEMENT INFORMATION CIRCULAR

(containing information as at November 26, 2019 unless otherwise stated)

For the Annual General and Special Meeting

to be held at 10:00 a.m. (Vancouver time) on December 30, 2019

SOLICITATION OF PROXIES

This Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by management (the “Management”) of Standard Lithium Ltd. (the “Company”), for use at the Annual General and Special Meeting (the “Meeting”) of the shareholders (“Shareholders”) of the Company to be held on December 30, 2019, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

The enclosed form of proxy (the “Proxy”) is solicited by Management. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT OF PROXYHOLDERS

The persons named in the Proxy are representatives of the Company.

A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder’s behalf at the Meeting other than the persons named in the accompanying form of proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying form of proxy and insert the name of the Shareholder’s nominee in the blank space provided, or complete another suitable form of proxy.

VOTING BY PROXYHOLDER

Manner of Voting

The common shares of the Company (the “Common Shares”) represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the Common Shares will be voted accordingly. On any poll, the persons named in the Proxy (the “Proxyholders”) will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.

The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.

Revocation of Proxy

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer, and the completed new proxy form, that is dated later than the proxy form you want to revoke, and sent to or deposited by hand with the Company’s registrar and transfer agent, AST Trust


Company (Canada) (“AST”), so they receive it by 10:00 a.m. (Vancouver time) on December 24, 2019, or by sending a notice in writing to the registered office of the Company at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 so that it is received by 10:00 a.m. (Vancouver time) on December 24, 2019; or by a notice in writing, provided to the Chairman of the meeting at the meeting or, if it is adjourned, when the meeting resumes. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting Thresholds Required for Approval

In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a special resolution (a “Special Resolution”), in which case a majority of not less than two-thirds of the votes cast will be required.

ADVICE TO REGISTERED SHAREHOLDERS

Shareholders whose names appear on the records of the Company as the registered holders of Common Shares in the capital of the Company (the “Registered Shareholders”) may choose to vote by proxy whether or not they are able to attend the Meeting in person.

Registered Shareholders can vote by proxy or in person in one of the following ways:

Internet

Go to www.astvotemyproxy.com and follow the instructions on screen. You will need your control number, which appears below your name and address on the proxy form.

Fax and Email

Complete both sides of the proxy form, sign and date it and fax both sides to our transfer agent, AST, Attention: Proxy Department, to 416.368.2502 or toll free in Canada and the United States to 1.866.781.3111 or scan and email to proxy@canstockta.com.

Mail

Complete, sign and date the form and return it in the envelope provided, or send it to: AST, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada.

Returning your proxy form

To be effective, we must receive your completed proxy form or voting instruction no later than 10:00 a.m. (Vancouver time) on December 24, 2019.

If the meeting is postponed or adjourned, we must receive your completed form of proxy by 5:00 p.m. (Vancouver time), two full business days before any adjourned or postponed meeting at which the proxy is to be used. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion and he is under no obligation to accept or reject a late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name.

Shareholders who do not hold their shares in their own name (the “Beneficial Shareholders”) should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting.

If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder’s intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary’s

 

2


clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.

These proxy-related materials are being sent to both Registered Shareholders and Beneficial Shareholders of the Company. If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. In this event, by choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a Proxyholder for a Registered Shareholder and vote their shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as Proxyholder for a Registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their shares as a Proxyholder.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities that they own (“OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“NOBOs” for Non-Objecting Beneficial Owners).

Non-Objecting Beneficial Owners

Pursuant to National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (“VIF”) from the Company’s transfer agent, AST. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF. As a result, if you are a non-registered owner of the securities, you can expect to receive a scannable VIF from AST. Please complete and return the VIF to AST in the envelope provided or by facsimile. In addition, telephone voting and internet voting instructions can be found on the VIF. AST will tabulate the results of the VIFs received from the Company’s NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive.

Objecting Beneficial Owners

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.

Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO.

The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge Investor Communications (“Broadridge”). Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the meeting. An OBO receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

 

3


INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of the directors (“Directors”) or officers (“Officers”) of the Company, at any time since the beginning of the Company’s last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of Directors or the appointment of auditors.

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A Shareholder of record at the close of business on November 26, 2019 (the “Record Date”) who either personally attends the Meeting or who has completed and delivered a proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s shares voted at the Meeting, or any postponement or adjournment thereof.

The Company’s authorized capital consists of an unlimited number of Common Shares (the “Common Shares”) without par value and an unlimited number of preferred shares (“Preferred Shares”), without par value. As at the Record Date, the Company has 88,094,076 Common Shares issued and outstanding, with each share carrying the right to one vote. As at the Record Date, no Preferred Shares are issued and outstanding.

Principal Holders of Voting Securities

To the best of the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company.

EXECUTIVE COMPENSATION

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this Circular, a Named Executive Officer (“NEO”) of the Company means each of the following individuals:

 

  a)

the chief executive officer (“CEO”) of the Company;

 

  b)

the chief financial officer (“CFO”) of the Company;

 

  c)

the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer at the end of the most recently completed financial year and whose total compensation was more than $150,000; and

 

  d)

each individual who would be an NEO under paragraph (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year.

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6VStatement of Executive Compensation, and sets forth compensation for each of Robert Mintak, CEO and director, Kara Norman, CFO and Corporate Secretary, Andrew Robinson, current President, chief operating officer (“COO”) and director (together, the “NEOs”) and Anthony Alvaro, Jeffrey Barber and Robert Cross as current directors of the Company.

 

4


Director and NEO Compensation, Excluding Options and Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the two most recently completed financial years:

 

Table of Compensation Excluding Compensation Securities

 

Name and

position

   Year     Salary,
consulting fee,
retainer

or
commission
($)
     Bonus
($)
     Committee
or

meeting fees
($)
     Value of
perquisites
     Pension
value
($)
     Value of all
other
compensation

($)
     Total
compensation
($)
 

Robert Mintak, CEO

and Director

    
2019
2018
 
(1) 
   
300,000
132,000
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
300,000
132,000
 
 

Kara Norman, CFO

and Corporate Secretary

    
2019
2018
 
(1) 
   
102,600
40,913
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
102,600
40,913
 
 

Andrew Robinson,

President, COO and

Director

    
2019
2018
 
(1) 
   
300,000
132,000
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
300,000
132,000
 
 

Anthony Alvaro,

Director

    
2019
2018
 
(1) 
   
240,000
100,000
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
240,000
100,000
 
 

Jeffrey Barber,

Director

    
2019
2018
 
(1) 
    Nil Nil       
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
     Nil Nil  

Robert Cross, Director

    
2019
2018
 
(1) 
   
87,500
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
87,500
Nil
 
 

 

1.

In 2018, the Company changed its financial year-end from December 31 to June 30. Consequently, the information reported in the table for the most recent period reflects results for the six-month fiscal year from January 1, 2018 to June 30, 2018.

2.

Mr. Cross was elected as director effective September 4, 2018.

 

5


Stock Options and Other Compensation Securities and Instruments

 

Compensation Securities(1)

 

Name and

position

   Type of
compensation
security
     Number of
compensation
securities,
number of
underlying
securities, and
percentage of
class(2)
     Date of issue
or grant
     Issue,
conversion
or exercise
price

($)
     Closing price
of security or
underlying
security on
date of grant
($)(10)(11)
     Closing price
of security or
underlying
security at
year end ($)(3)
     Expiry
Date
 

Robert Mintak, CEO and Director(4)

    
Stock
Options
 
 
    


450,000
5.14%
600,000
12%
 
 
 
 
    

 

04-Sep-18

 

16-Jun-17

 

 

 

    

 

1.40

 

0.96

 

 

 

    

 

1.40

 

0.96

 

 

 

    

 

0.90

 

0.90

 

 

 

    

 

04-Sep-23

 

16-Jun-22

 

 

 

Kara Norman, CFO and Corporate Secretary(5)

    
Stock
Options
 
 
    


100,000
1.14%
200,000
3.43%
 
 
 
 
    

 

21-Feb-18

 

16-Jun-17

 

 

 

    

 

2.10

 

0.96

 

 

 

    

 

2.25

 

0.96

 

 

 

    

 

0.90

 

0.90

 

 

 

    

 

21-Feb-23

 

16-Jun-22

 

 

 

Andrew Robinson, President, COO and Director(6)

    
Stock
Options
 
 
    


450,000
5.14%
600,000
12%
 
 
 
 
    

 

04-Sep-18

 

16-Jun-17

 

 

 

    

 

1.40

 

0.96

 

 

 

    

 

1.40

 

0.96

 

 

 

    

 

0.90

 

0.90

 

 

 

    

 

04-Sep-23

 

16-Jun-22

 

 

 

Anthony Alvaro, Director(7)

    
Stock
Options
 
 
    


450,000
5.14%
750,000
13.72%
 
 
 
 
    

 

04-Sep-18

 

03-Mar-17

 

 

 

    

 

1.40

 

1.05

 

 

 

    

 

1.40

 

1.25

 

 

 

    

 

0.90

 

0.90

 

 

 

    

 

04-Sep-23

 

03-Mar-22

 

 

 

Jeffrey Barber, Director(8)

    
Stock
Options
 
 
    
250,000
2.86%
 
 
     03-Mar-17        1.05        1.25        0.90        03-Mar-22  

Robert Cross, Director(9)

    
Stock
Options
 
 
    


450,000
5.14%
600,000
12%
 
 
 
 
    

 

04-Sep-18

 

16-Jun-17

 

 

 

    

 

1.40

 

0.96

 

 

 

    

 

1.40

 

0.96

 

 

 

    

 

0.90

 

0.90

 

 

 

    

 

04-Sep-23

 

16-Jun-22

 

 

 

 

1.

None of the options were exercised as at year ended June 30, 2019.

 

2.

Percentage based on 8,747,681 options outstanding as at June 30, 2019.

 

3.

Reflects the closing price of the Common Shares on the TSX-Venture Exchange (“Exchange”) on June 28, 2019, the last trading day of 2019.

 

4.

As at June 30, 2019, Mr. Mintak held a total of 1,050,000 Options.

 

5.

As at June 30, 2019, Ms. Norman held a total of 300,000 Options.

 

6.

As at June 30, 2019, Mr. Robinson held a total of 1,050,000 Options.

 

7.

As at June 30, 2019, Mr. Alvaro held a total of 1,200,000 Options.

 

8.

As at June 30, 2019, Mr. Barber held a total of 250,000 Options.

 

9.

As at June 30, 2019, Mr. Cross held a total of 1,050,000 Options.

 

10.

Options granted September 4, 2018 were granted prior to market close, therefore, the closing price of $1.40 from August 31, 2018 was used to value the options. Options granted February 21, 2018 were granted prior to market close, therefore, the closing price of $2.01 from February 20, 2018 was used to value the options. Options granted June 16, 2017 were granted after market close. Options granted March 3, 2017 were granted prior to market close, therefore, the closing price of $1.05 from March 2, 2017 was used to value the options.

 

6


11.

Options granted on September 4, 2018 were set to vest on a 1/3 at grant date, 1/3 at one year from grant date and 1/3 at two years from grant date. Options granted on February 21, 2018 vested on grant date. Options granted on June 16, 2017 were set to vest on a 1/3 at grant date, 1/3 at six months from grant date and 1/3 at one year from grant date. Options granted on March 3, 2017 were set to vest on a 1/3 at grant date, 1/3 at one year from grant date and 1/3 at two years from grant date.

Stock Option Plans and Other Incentive Plans

The Board of Directors (the “Board”) of the Company has adopted a fixed stock option plan (the “Option Plan”) pursuant to which the Board may grant incentive stock options (the “Options”) to purchase Common Shares of the Company to NEOs, Directors and employees of the Company or affiliated corporations and to consultants retained by the Company and a maximum of 14,705,515 Common Shares will be reserved for issuance pursuant to the exercise of Options.

Details of the Option Plan

The purpose of the Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire Common Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

Subject to adjustment as set out in the Option Plan, the maximum aggregate number of Common Shares issuable upon the exercise of all Options granted under the Option Plan and all other security based compensation arrangements of the Company shall not exceed 14,705,515 Common Shares, subject to the following additional limitations:

 

  a)

the aggregate number of Options granted to any one person under the Option Plan within a twelve (12) month period, together with all other security based compensation arrangements of the Company, must not exceed five (5%) percent of the then outstanding number of Common Shares, in the aggregate (on a non-diluted basis);

 

  b)

the Options shall not be granted if the exercise thereof would result in the issuance of more than two (2%) percent of the issued Common Shares, in the aggregate, in any twelve (12) month period to any one consultant of the Company (or any of its subsidiaries);

 

  c)

the Options shall not be granted if the exercise thereof would result in the issuance of more than two (2%) percent of the issued Common Shares in any twelve (12) month period to persons employed to provide investor relations activities;

 

  d)

the Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than one-quarter of the Options vesting in any three (3) month period; and

 

  e)

the number of Common Shares subject to an Option grant to any directors, officers, consultants, and employees of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries (such persons hereinafter collectively referred to as “Participants”) shall be determined by the Board, but no one Participant shall be granted an Option which exceeds the maximum number permitted by the Exchange.

If any Options granted under the Option Plan shall expire or terminate for any reason in accordance with the terms of the Option Plan without being exercised, the un-purchased Common Shares subject thereto shall again be available for the purpose of the Option Plan. Options may be granted to the Participants exercisable at a price determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. The directors of the Company may, by resolution, determine the time period during which any Option may be exercised, provided that this time period does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. In the event of a Participant ceasing to be a director, officer or employee of the Company or a subsidiary of the Company for any reason other than death, including the resignation or retirement of the Participant as a director, officer or employee of the Company or the termination by the Company of the employment of the Participant, prior to the expiry time of an Option, such Option, if vested, shall cease and terminate on the thirtieth (30th) day following the effective date of such cessation. In the event of the death of a Participant, the Option previously granted to them shall be exercisable only within the one (1) year after such death and then only: (i) by the person or persons to whom the Participant’s

 

7


rights under the Option shall pass by the Participant’s will or the laws of descent and distribution; and (ii) if and to the extent that such Participant was entitled to exercise the Option at the date of his or her death.

Subject to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board is authorized to provide for the granting of Options and the exercise and method of exercise of Options granted under the Option Plan. There are presently 8,747,681 Options outstanding under the Option Plan. The Option Plan was most recently approved by Shareholders on December 19, 2018.

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company.

 

   

The Company entered into a consulting agreement dated March 1, 2018 with Andrew Robinson, a director, President and COO of the Company (the “Robinson Agreement”). The Robinson Agreement provides for consulting fees of $25,000 per calendar month and provides that either party may terminate the Agreement by providing the other 30 days prior written notice.

 

   

The Company entered into a consulting agreement dated March 1, 2018 with Robert Mintak (“Mintak”), a director and CEO of the Company (the “Mintak Agreement”). The Mintak Agreement provides for consulting fees of $25,000 per calendar month and provides that either party may terminate the Agreement by providing the other 30 days prior written notice.

 

   

The Company entered into a consulting agreement dated March 17, 2017 with Kara Norman (“Norman”), the CFO and Corporate Secretary of the Company (the “ Norman Agreement”). The Norman Agreement provides for a rate of $75 per hour, a one-time grant of incentive stock options entitling Norman to acquire up to 200,000 Common Shares of the Company and provides that the Company may terminate the Agreement (a) for cause or (b) without cause, but must provide Norman with working notice, payment in lieu of working notice or a combination of the two equal thirty (30) days’ notice.

Oversight and Description of Director and NEO Compensation

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.

Elements of NEO Compensation

As discussed above, the Company provides an Option Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the Option Plan, the Company does not offer any long term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Salaries or Fees

Future base executive compensation, in the form of salaries or consulting fees, will provide a fixed level of compensation for discharging the specific duties and responsibilities of the executive. The Board recognizes that the size of the Company may prohibit executive compensation from matching those of larger companies in the same industry. The Board also believes that long-term equity interests, in the form of options (described above), will compensate for lower base fees. This compensation strategy is similar to the strategies of many other companies within the Company’s peer group.

When determining executive compensation, the Board will review the compensation policies of companies engaged in businesses similar to the Company’s. Although the Company has not obtained any industry reports regarding compensation, at the appropriate time the Board will review publicly available information with respect to

 

8


compensation paid to the executives of companies that are also engaged in the acquisition, exploration and development of mineral properties.

In setting the base compensation levels for individuals, consideration will be given to objective factors such as the level of responsibility, experience and expertise, as well as subjective factors such as leadership and contribution to corporate performance. Fees will be reviewed annually and adjustments may be made based upon corporate and personal performance, market conditions and the level of responsibility attributed to specific executives.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

Compensation of Directors

Compensation of Directors of the Company is reviewed annually and determined by the Board. The level of compensation for Directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for Directors. While the Board considers Option grants to Directors under the Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of Options. Other than the Option Plan, as discussed above, the Company does not offer any long term incentive plans, share compensation plans or any other such benefit programs for Directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of June 30, 2019:

 

Equity Compensation Plan Information

 

Plan Category

   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

(a)
     Weighted-average exercise
price of outstanding
options, warrants and
rights

(b)
     Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in column (a))

(c)
 

Equity compensation plans approved by securityholders

     8,747,681        1.25        5,957,834  

Equity compensation plans not approved by securityholders

     Nil        Nil     

 

Nil

 

  

 

 

    

 

 

    

 

 

 

Total

     8,747,681        1.25        5,957,834  
  

 

 

    

 

 

    

 

 

 

 

1.

Represents the number of Common Shares available for issuance under the Option Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of Options, that is equal to 14,705,515.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or “routine indebtedness”, as that term is defined in Form 51-102F5 of National Instrument 51-102Continuous Disclosure Obligations, none of

 

  a)

the individuals who are, or at any time since the beginning of the last financial year of the Company were, a Director or Officer;

 

  b)

the proposed nominees for election as Directors; or

 

  c)

any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company (a “Subsidiary”), or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee

 

9


support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any Subsidiary.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means:

 

  a)

a Director or Officer;

 

  b)

a director or executive officer of a person or company that is itself an Informed Person or a Subsidiary;

 

  c)

any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and

 

  d)

the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the notes to the Company’s financial statements for the financial years ended June 30, 2018 and 2019, none of

 

  a)

the Informed Persons of the Company;

 

  b)

the proposed nominees for election as a Director; or

 

  c)

any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

MANAGEMENT CONTRACTS

Except as disclosed herein, the Company is not a party to a management contract with any Directors or Officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited financial statements of the Company for the financial year ended June 30, 2019 (the “Financial Statements”) and the auditor’s reports thereon (the “Auditor’s Reports”), will be presented to Shareholders at the Meeting.

The Financial Statements, Auditor’s Reports, and management’s discussion and analysis (“MD&A”) for the financial year ended June 30, 2019 are available under the Company’s profile on SEDAR at www.sedar.com. The Notice of Annual General and Special Meeting of Shareholders, Information Circular, request for Financial Statements (NI 51- 102) and form of proxy will be available from AST or from the office of the Company’s counsel, which is located at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

Appointment of Auditor

The Board proposes to re-appoint Manning Elliott LLP, Chartered Professional Accountants (“Manning Elliott”), as the auditor of the Company to hold office until the close of the next annual general meeting of Shareholders of the Company. The resolution to approve the re-appointment of Manning Elliott will also authorize the Board to fix its remuneration. Manning Elliott was first appointed as the auditor of the Company on December 19, 2017.

To be effective, the resolution to re-appoint Manning Elliott must be approved by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. The Board recommends that Shareholders vote FOR the re-appointment of Manning Elliott.

 

10


In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the appointment of Manning Elliott as the Company’s independent auditor for the ensuing year, and FOR authorizing the Board to fix the auditor’s pay.

Fixing the Number of Directors

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of Directors for the ensuing year at five (5). Although Management is nominating five (5) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR fixing the number of Directors at five (5) for the ensuing year.

Election of Directors

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of directors at five (5). Although Management is nominating five (5) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Company is elected annually and holds office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated, in accordance with the articles of the Company.

In the absence of instructions to the contrary, the shares represented by Proxy will be voted FOR the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

Information Concerning Nominees Submitted by Management

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. Each of the nominees are currently Directors of the Company.

 

11


Name, Province and Country of

ordinary residence(1), and positions

held with the Company

   Principal occupation and, IF NOT an
elected Director, principal occupation
during the past five years(1)
   Date(s) serving as a
Director(2)
   No. of shares
beneficially
owned or
controlled(1)
 

Robert Cross, Non-Executive Chair

British Columbia, Canada

   Independent Investor    Since September 4, 2018      1,634,301  

Andrew Robinson, President, COO and

Director

British Columbia, Canada

   Current principal occupation is Chief
Operating Officer of the Company
   Since June 5, 2017      1,116,500  

Robert Mintak, CEO(3)

British Columbia, Canada

   Current principal occupation is Chief
Executive Officer of the Company
   Since March 21, 2017      1,123,000  

Jeffrey Barber(3)

Alberta, Canada

   Current principal occupation is Chief
Financial Officer of private cannabis
company
   Since January 23, 2017      Nil  

Anthony Alvaro(3)

British Columbia, Canada

   Capital Markets Advisor    Since January 23, 2017      458,600  

 

1.

The information as to the province and country of residence, principal occupation and shares beneficially owned or over which a Director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective Directors individually as of November 26, 2019, being the Record Date.

2.

Directors elected at the Meeting will hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed.

3.

Member of the Audit Committee.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an “order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to directors or executive officers of a relevant company that was in effect for a period of more than 30 consecutive days whether or not the proposed director was named in the order.

Except as set out below, none of the proposed Directors, including any personal holding company of a proposed

Director:

 

  a)

is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

 

  i.

was subject to an order that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

 

  ii.

was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

 

  b)

is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;

 

  c)

has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,

 

12


arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;

 

  d)

has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000, or before December 31, 2000 if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director, or

 

  e)

has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Robert Mintak was Chief Financial Officer of Dussault Apparel Inc. (“DAI”) from September 2007 to December 2012, which was cease traded on March 8, 2010 for failure to file the audited financial statements, management’s discussion and analysis and certifications, for the period ended October 31, 2009, within the prescribed filing period (the “2009 Financials”). DAI subsequently filed the 2009 Financials and the cease trade order was revoked on June 4, 2010.

AMENDED BY-LAWS

At the Meeting, Shareholders will be asked to approve an amendment (the “By-Law Amendment”) to the Company’s By-Law No 1. (the “By-Law No. 1”). The proposed By-Law Amendment repeals and replaces Article 4.9 to permit the Directors to pass resolutions in writing in lieu of a meeting of Directors, where such resolution is signed by all of the Directors entitled to vote on that resolution at a meeting of Directors. A complete copy of the By-Law Amendment will be available for review at the Meeting.

At the Meeting, therefore, Shareholders will be asked to pass the following ordinary resolution, with or without variation, approving the By-Law Amendment:

“BE IT RESOLVED THAT:

 

  (a)

Bylaw No.1 of the Company be amended as determined by the board of directors of the Company to provide that, notwithstanding any of the provisions in By-Law No. 1, but subject to the Business Corporations Act (Federal) or any unanimous shareholder agreement, a resolution in writing, signed by all of the directors of the Company entitled to vote on that resolution at a meeting of directors is valid as if it had been passed at a meeting of directors and copy of every such resolution shall be kept with the minutes of the proceedings of the directors;

 

  (b)

the Company is authorized to decline to implement this resolution if the company’s board of directors deems it appropriate and in the best interests of the Company to do so; and

 

  (c)

any one or more of the directors or officers of the Company are authorized to perform all such acts, deeds and things and execute, under seal of the Company or otherwise, all such documents as may be required to give effect to this resolution.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the By-Law Amendment.

OTHER MATTERS

As of the date of this Circular, management knows of no other matters to be acted upon at the Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

AUDIT COMMITTEE DISCLOSURE

The Charter of the Company’s audit committee and other information required to be disclosed by National Instrument 52-110Audit Committees (“NI 52-110”) is attached to this Circular as Schedule “A”.

 

13


CORPORATE GOVERNANCE DISCLOSURE

The information required to be disclosed by National Instrument 58-101Disclosure of Corporate Governance Practices is attached to this Circular as Schedule “B”.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s Financial Statements and MD&A may be obtained without charge upon request from the Company, at Suite 835, 1100 Melville Street, Vancouver, British Columbia V6E 4A6.

Financial information is provided in the Company’s comparative annual financial statements and Management Discussion and Analysis for its most recently completed financial year ended June 30, 2019.

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Directors.

DATED at Vancouver, British Columbia, this 26h day of November, 2019.

 

STANDARD LITHIUM LTD.

/s/ “Robert Mintak”

Robert Mintak

Chief Executive Officer

 

14


SCHEDULE “A”

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

(VENTURE ISSUERS)

Audit Committee

The Audit Committee is responsible for the Corporation’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Corporation’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Corporation’s external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Corporation’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Corporation’s financial strategies, its financing plans and its use of the equity and debt markets.

Audit and Finance Committee Charter

The following Audit Committee Charter was adopted by the Corporation’s Board and Audit Committee:

Purpose of the Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Corporation is to provide an open avenue of communication between management, the Corporation’s independent auditor and the Board and to assist the Board in its oversight of:

 

   

the integrity, adequacy and timeliness of the Corporation’s financial reporting and disclosure practices;

 

   

the Corporation’s compliance with legal and regulatory requirements related to financial reporting; and

 

   

the independence and performance of the Corporation’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Corporation’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Corporation or of an affiliate of the Corporation. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Corporation or of an affiliate of the Corporation. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Corporation’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Corporation’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Corporation’s financial statements, preparing or issuing an Auditor’s Reports or performing other audit, review or attest services for the Corporation, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

 

A-1


Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

 

  1.

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

 

  2.

Review the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

 

  3.

Review with management and the independent auditor the adequacy and effectiveness of the Corporation’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

 

  4.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

 

  5.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

 

  6.

Review the Corporation’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

 

  7.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Corporation’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

 

  8.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

 

  9.

Pre-approve all non-audit services to be provided to the Corporation by the independent auditor.

 

  10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Corporation and all non-audit work performed for the Corporation by the independent auditor.

 

  11.

Establish and review the Corporation’s procedures for the:

 

   

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

 

   

confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

 

  12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Corporation.

 

  13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the articles of the Corporation.

Composition of the Audit and Finance Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, two of whom are independent (Messrs. Alvaro and Jeffrey) and all of whom are financially literate as defined by NI 52-110.

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

 

A-2


Reliance on Certain Exemptions

During the most recently completed financial year, the Corporation has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee charter provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Corporation believes that the fees negotiated in the past with the auditors of the Corporation were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

External Auditor Service Fees

The following table sets forth the aggregate fees billed to the Corporation by the external auditor for services rendered in the fiscal years ended June 30, 2019 and 2018.

 

     FYE 2019(5)      FYE 2018(5)  

Audit Fees(1)

   $ 31,000      $  25,000  

Audit-Related Fees(2)

   $ 23,450        Nil  

Tax fees(3)

   $ 9,000      $ 10,000  

All Other Fees(4)

     Nil        Nil  

Total Fees:

   $ 63,450      $ 35,000  

 

1.

“Audit fees” include aggregate fees billed by the Corporation’s external auditor in each of the last two fiscal years for audit fees.

2.

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Corporation’s external auditor that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

3.

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Corporation’s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4.

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Corporation’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

5.

In 2018, the Company changed its financial year-end from December 31 to June 30. Consequently, the information reported in the table for the most recent period reflects results for the six-month fiscal year from January 1, 2018 to June 30, 2018.

Exemptions

During the most recently completed financial year, the Corporation relied on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

 

A-3


SCHEDULE “B”

FORM 58-101F2

CORPORATE GOVERNANCE DISCLOSURE

(VENTURE ISSUERS)

Item 1: Board Of Directors

The board of directors of the Company (the “Board”) supervises the CEO and the CFO. Both the CEO and CFO are required to act in accordance with the scope of authority provided to them by the Board.

 

Director

  

Independence

Robert Cross

  

Independent

Andrew Robinson

  

Not independent, as he is the President and Chief Operating Officer of the Company

Robert Mintak

  

Not independent, as he is the Chief Executive Officer of the Company

Jeffrey Barber

  

Independent

Anthony Alvaro

  

Independent

Item 2: Directorships

The following directors of the Company are also currently directors of the following reporting issuers:

 

Director

  

Name of Reporting Issuer

Robert Cross

  

B2Gold Corp.

 

Fortress Technologies Inc. (formerly, Fortress Blockchain Corp.)

Robert Mintak

  

Identillect Technologies Corp. (formerly Quentin Ventures Ltd.)

 

66 Resources Corp.

Anthony Alvaro

  

Terra Nova Resources Inc.

 

Terrace Energy Corp.

Andrew Robinson

  

Lakewood Exploration Inc.

Item 3: Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company’s business and understand the responsibilities of the Board.

The Board does not have a formal program for the continuing education of its directors. The Company expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company’s professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

Item 4: Ethical Business Conduct

The Board has not adopted a formal code of ethics. In the Board’s view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

 

B-1


Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

Item 5: Nomination Of Directors

The identification of potential candidates for nomination as directors of the Company is primarily done by the CEO, but all directors are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals by business contacts.

Item 6: Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Item 7: Other Board Committees

The Board does not have any standing committees other than the Audit Committee.

Item 8: Assessments

The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole.

 

B-2

Exhibit 99.21

 

STANDARD LITHIUM LTD.    LOGO

Form of Proxy – Annual General and Special Meeting

Appointment of Proxyholder

I/We, being holder(s) of common shares of Standard Lithium Ltd. (the “Company”), hereby appoint Robert Mintak or, failing him, Kara Norman or, failing her, Sam Cole OR

 

 

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Company to be held at 10:00 a.m. (Vancouver time) on December 30, 2019, at Cassels Brock & Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR all Resolutions. Please use a dark black pencil or pen.

 

1. Number of Director

   FOR    AGAINST

To set the number of Directors at five (5)

     

2. Election of Directors

     

The election of directors 1 through 5 listed below to hold office until the earlier of (i) the next annual general meeting of shareholders or (ii) until their successors are duly elected or appointed.

   FOR    WITHHOLD

1. Robert Mintak

     

2. Andrew Robinson

     

3. Anthony Alvaro

     

4. Jeffrey Barber

     

5. Robert Cross

     

3. Appointment of Auditors

   FOR    WITHHOLD

Appointment of Manning Elliott LLP, as Auditors of the Company for the ensuing year and authorize the Directors to fix their remuneration.

     

4. Amended By-Laws

   FOR    AGAINST

To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving an amendment to By-Law No. 1, as more fully described in the accompanying Information Circular.

     

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

 

 

Signature(s)

   

 

Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Vancouver time) on Tuesday, December 24, 2019.

 


LOGO

Proxy Form – Annual General and Special Meeting of Shareholders of Standard Lithium Ltd. to be held on December 30, 2019 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy . If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.

 

How to Vote

 

INTERNET

 

   

Go to

www.astvotemyproxy.com

 

   

Cast your vote online

 

   

View Meeting documents

 

To vote using your smartphone,

please scan this QR Code

g

   LOGO

To vote by Internet you will need your control number. If you vote by Internet, do not return this proxy.

MAIL, FAX or EMAIL

 

   

Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company (Canada)

P.O. Box 721

Agincourt, Ontario, M1S 0A1

 

   

You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxy@canstockta.com.

An undated proxy is deemed to be dated on the day it was received by AST Canada.

All proxies must be received by 10:00 a.m. (Vancouver time) on Tuesday, December 24, 2019.

 

Exhibit 99.22

 

LOGO

STANDARD LITHIUM LTD.

ANNUAL INFORMATION FORM

for the Fiscal Year ended June 30, 2019

Dated January 10, 2020

CORPORATE OFFICE

Suite 835, 1100 Melville Street

Vancouver, British Columbia V6E 4A6

REGISTERED OFFICE

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia V6C 3E8


TABLE OF CONTENTS

 

PRELIMINARY NOTES AND CAUTIONARY STATEMENT

     1  

CORPORATE STRUCTURE

     2  

GENERAL DEVELOPMENT OF THE BUSINESS

     3  

DESCRIPTION OF THE BUSINESS

     12  

MINERAL PROPERTIES

     15  

RISK FACTORS

     31  

DIVIDENDS AND DISTRIBUTIONS

     44  

CAPITAL STRUCTURE

     44  

MARKET FOR SECURITIES

     44  

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

     45  

DIRECTORS AND OFFICERS

     46  

PROMOTERS

     48  

AUDIT COMMITTEE

     48  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     49  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     49  

AUDITORS, TRANSFER AGENT AND REGISTRAR

     50  

MATERIAL CONTRACTS

     50  

INTEREST OF EXPERTS

     50  

ADDITIONAL INFORMATION

     51  

SCHEDULE “A” Audit Committee Mandate

     A-1  

 

ii


PRELIMINARY NOTES AND CAUTIONARY STATEMENT

Date of Information

All information in this Annual Information Form (“AIF”) is as of June 30, 2019, unless otherwise indicated.

Cautionary Notes to U.S. Investors Concerning Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. All resource estimates included in this AIF have been prepared in accordance with the guidelines set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this AIF are defined in NI 43-101; however, these terms are not defined terms under United States Securities and Exchange Commission (“SEC”) Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be upgraded to a higher category. Investors are further cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Accordingly, information contained in this AIF and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the rules and regulations thereunder.

Currency

Except where otherwise indicated, all references to currency in this AIF are to Canadian Dollars (“$”).

Forward-Looking Information

Except for statements of historical fact, this AIF contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar terms, or statements that certain events or conditions “might”, “may”, “could” or “will” occur. In particular, forward- looking information in this AIF includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ

 

1


materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the electric vehicle market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under “Risk Factors”, as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Certain Other Information

Certain information in this AIF is obtained from third party sources, including public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated.

CORPORATE STRUCTURE

Name, Address and Incorporation

Standard Lithium Ltd. (“Standard” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

Standard is a specialty chemical company focused on the exploration and development of mineral assets with a stated objective to lead the new wave of lithium production.

The Company’s flagship project is in southern Arkansas, where it is engaged in the testing and proving of commercial viability of lithium extraction from over 150,000 acres of permitted brine operations and also the resource development of over 27,000 net acres of separate brine leases, both located in the Smackover Formation (the “LANXESS Property”). It is also engaged in the exploration and resource development of approximately 45,000 acres at the Bristol and Cadiz Dry Lake lithium projects located in the Mojave Desert in San Bernardino County, California.

Standard is listed on the TSX Venture Exchange (“TSXV”) and trades under the symbol “SLL”, on the Frankfurt Stock Exchange (“FRA”) under the symbol “S5L” and on the OTC-Nasdaq under the symbol “STLHF”. The Company is a reporting issuer in British Columbia and Alberta and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces.

 

2


Such documents are available on SEDAR at www.sedar.com. Standard’s filings through SEDAR are not incorporated by reference in this AIF.

The Company’s corporate office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8.

Intercorporate Relationships

Standard has four subsidiaries, being Moab Minerals Corp. (“MoabSub”) (a holding company which owns the shares of 1093905 Nevada Corp.), Vernal Minerals Corp. (“VernalSub”) (a holding company which owns the shares of Arkansas Lithium Corp., which in turn operates the Demonstration Plant (defined below)), both of which are incorporated under the laws of the Province of British Columbia, 2661881 Ontario Limited (“2661881”) (which owns intellectual property rights to be used in the operation of the Demonstration Plant) and California Lithium Ltd. (“CaliforniaSub”), a Nevada corporation. Standard is the registered and beneficial owner of all the outstanding share capital in all subsidiaries.

The following list sets out the Company’s intercorporate relationships. Each of the below noted subsidiaries are wholly-owned.

Standard Lithium Ltd. (Canada)

 

 

(I)

Moab Minerals Corp. (British Columbia)

 

 

a.

1093905 Nevada Corp. (Nevada)

 

 

(II)

Vernal Minerals Corp. (British Columbia)

 

 

a.

Arkansas Lithium Corp. (Nevada)

 

 

(III)

2661881 Ontario Limited

 

 

(IV)

California Lithium Ltd. (Nevada)

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2016 Developments

In 2016, the Company shifted its focus from oil and gas to acquiring and developing lithium brine projects in the USA.

On November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

In November 2016, the Company completed a consolidation of its common shares (the “Shares”) on a one for five basis.

 

3


On July 7, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSXV, closed on November 17, 2016. As consideration, the Company issued 14,000,000 Shares and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$350,000 and issue an aggregate of 2,500,000 Shares to Nevada Mining as follows:

 

 

 

US$25,000 deposit paid within one business day of the date of the Option Purchase Agreement (paid)

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 Shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 Shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 Shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 Shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 Shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

2017 Developments

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of MoabSub, a privately-held British Columbia-based mineral exploration company (the “Moab SPA”). Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between MoabSub and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 Shares and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 Shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the

 

4


TSXV and the common shares were issued on February 21, 2017. The value of the common shares of MoabSub acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox property and terminated the Moab SPA with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox property.

On May 1, 2017, the Company signed a property lease agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property (the “National Chloride Property”) to the California Property, with approximately 12,290 acres (the “Property Lease Agreement”). Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

 

 

US$25,000 on the date of the Property Lease Agreement (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 Shares on the closing date (issued)

 

 

 

Issue 100,000 Shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2020

 

 

 

Issue 200,000 Shares on or before May 24, 2021

 

 

 

Issue 200,000 Shares on or before May 24, 2022

 

 

 

Issue 500,000 Shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres (the “Amended Property Lease Agreement”). The Amended Property Lease Agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

 

5


On July 26, 2017, the Company entered into a Memorandum of Understanding (“July MOU”) with Tetra Technologies Inc. (“TETRA”) to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the July MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“October MOU”), with TETRA, to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The October MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the October MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company would issue 1,000,000 Shares, and would assume responsibility for all outstanding liabilities of the Vendor. However, as of August 31st 2018, the Company has decided not to complete the transaction. No Shares have been issued and the Company has no further liabilities or obligations to the Vendor and prepaid costs of $20,650 will be written off in Q1-2019.

On December 29, 2017, the Company entered into an option agreement with TETRA to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 30,000 brine acres located in Columbia and Lafayette Counties, Arkansas (the “TETRA 1st Option Agreement”). Under this TETRA 1st Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before January 31, 2020

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the date of the TETRA 1st Option Agreement, beginning with that date that is 48 months following the date of the TETRA 1st Option Agreement, until the earlier of the expiration of the Exploratory Period (as defined therein) or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty (as defined therein).

During the Lease Period, at any time following the commencement of Commercial Production (as defined therein), the Company agreed to pay a Royalty of 2.5% (minimum Royalty US$1,000,000) to TETRA.

 

6


2018 Developments

On February 21, 2018, the Company announced the implementation of a restricted share unit plan along with the grant of an aggregate of 2,100,000 restricted share units thereunder (the “RSUs”). The RSUs were to be granted to directors and officers of the Company, based on a common share value of $2.10, with vesting occurring in three equal tranches every four months for a period of twelve months. On October 25, 2018 the company issued a news release clarifying that the Board of Directors ultimately elected not to implement a restricted share unit plan at this time, and will not be granting the RSUs.

On April 23, 2018, the Company entered into an exploration and option agreement (the “EOA”) with TETRA to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow for exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) to TETRA, and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 Shares to TETRA, as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 Shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 Shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2020

 

 

 

Issue 400,000 Shares on or before April 23, 2021

 

 

 

Issue 400,000 Shares on or before April 23, 2022

 

 

 

Issue 400,000 Shares on or before April 23, 2023

 

 

 

Issue 1,000,000 Shares successful completion of a pre-feasibility study

On May 9, 2018 the Company announced the signing of a memorandum of understanding (“LANXESS MOU”) with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The LANXESS MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production,

 

7


marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The LANXESS MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. The Company has paid an initial US$3,000,000 reservation fee to LANXESS to, locate and interconnect a lithium extraction pilot plant at one of LANXESS processing facilities in south Arkansas, secure access to tail brine produced as part of LANXESS bromine extraction business, and provide logistics and other support as may be required to operate the pilot plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the October MOU (the “TETRA 2nd Option Agreement”). The TETRA 2nd Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, Ca.

Under the terms of the TETRA 2nd Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 Shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 shares. The cash payments and share issuances will be made to TETRA, a non-affiliated NYSE-listed company, which is the underlying owner of the properties.

On July 9, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with vesting terms of 75,000 options at 3 months, 75,000 options at 6 months, 75,000 options at 9 months and 75,000 options at one year. The contract was subsequently terminated on July 1, 2019 and the options were cancelled.

On July 24, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all the stock options vesting immediately on the date of grant.

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

On September 4, 2018, the Company announced the appointment of Robert Cross to its Board of Directors as Non-Executive Chairman. Mr. Cross is an engineer with 25 years of experience as a financier and company builder in the mining and oil & gas sectors. He co-founded and serves as Chairman of B2Gold, a top performing growing gold producer which will achieve almost one million ounces of low cost gold production in 2018. He was also co-founder and Chairman of Bankers Petroleum Ltd., co-founder and Chairman of Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo (1982) and received an MBA from Harvard in 1987.

 

8


On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd.

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc.

On November 9, 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet”) with global specialty chemical company LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation. The Company is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the Smackover Formation.

Under the LANXESS JV Term Sheet, it is proposed that the parties would form a joint venture in which LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure, and the Company would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on LANXESS’ property, as well as its proprietary extraction processes including all relevant intellectual property rights. It is anticipated that, subject to completion of due diligence, the Company would initially hold a 30% equity interest in the joint venture, with the balance held by LANXESS. Subject to the satisfaction of certain conditions, the Company would have the option to increase its interest in the joint venture to 40%.

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint venture will include options for the Company to participate in project funding on similar terms. In connection with development of the joint venture, it is further contemplated that LANXESS will enter into a supply and distribution arrangement in which all merchant market sales of lithium derived from the joint venture will be distributed by LANXESS. The final terms of the joint venture and any funding and distribution arrangements remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study, etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On November 27, 2018, entered into a share purchase agreement with Craig Johnstone Brown (“Brown”) to acquire all of the issued and outstanding share capital of 2661881 Ontario Limited (“BrownCo”), a company owned by Brown, which holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “Brown SPA”). As consideration for the transaction, the Company will complete a series of cash payments and Share issuances to Brown totaling $1,050,000 and 1,000,000 Shares. All cash payments and Share issuances are immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the intellectual property owned by BrownCo. In the event the Company does not make any required payments or Share issuances, Brown has the right to re-acquire all of the issued and outstanding share capital of BrownCo, at which point the Company’s obligations to make further payments will cease. The Company completed the acquisition of BrownCo on December 13, 2018.

 

9


2019 Developments

On January 28, 2019, the Company announced a maiden resource estimate on the 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas held pursuant to the TETRA 1st Option Agreement (the “TETRA Property”).

On February 28, 2019, the Company filed a technical report in respect of the TETRA Property on SEDAR.

On March 20, 2019 the Company engaged Advisian, the consulting arm of WorleyParsons Canada Services Ltd. (“Worley”) to complete a Preliminary Economic Assessment (“PEA”) of its LANXESS Property in the south-central region of Arkansas, USA.

On June 19, 2019, the Company announced the results of its PEA and updated Mineral Resource estimate on its LANXESS Property in the south-central region of Arkansas, USA. See “Mineral Properties – Arkansas Lithium Project”.

Subsequent Events

On October 15, 2019 the Company announced that the final modules of the Company’s “LiSTR” direct lithium extraction demonstration plant (the “Demonstration Plant”) had been transported to and was currently being installed at the Arkansas Lithium Project.

On October 28, 2019 the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under the November 27, 2018 Brown agreement. Under the revised agreement, the Company will make (a) a cash payment of $250,000 on or before November 15, 2019 (paid); and (b) a further $250,000 (paid) and the issuance of 500,000 common shares (issued) on or before December 31, 2019. Following completion of the above payments, the Company will have satisfied all payment obligations due and owing with respect to the acquisition of 2661881 Ontario Limited.

On December 2, 2019 the Company announced the successful installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas and that the Company’s project team had also installed the site office/control room, the lithium-specific analytical laboratory, and a steel-framed, all-weather structure that allows year-round operation. The project team is currently completing all utility/service connections, as well as brine and reagent supply and disposal lines. The Company anticipates that as soon as these connections are finalised, then Company’s 20 plus person on-site project team will commence the commissioning phase.

Selected Financings

The Company has completed the following financings over the last three completed financial years.

In October 2016, the Company completed a financing in the form of a $750,000 convertible debenture issued by the Company to TY & Sons (the “Debenture”). The Debenture had a term of 24 months, was convertible at a price of $0.25 per Share and $0.50 per Share thereafter, bore interest at a rate of 5% per annum and was subject to a forced conversion provision under certain circumstances.

 

10


On January 13, 2017, the Company settled its obligations under the Debenture through the repayment of $720,000 and conversion of the balance of $30,000 into 120,000 Shares.

On January 13, 2017 the Company closed a private placement comprising 20,000,600 Shares issued at a price of $0.25 per Share for gross proceeds of $5,000,150.

On June 22, 2017 the Company closed a private placement comprising 9,894,785 Shares issued at a price of $0.75 per Share for gross proceeds of $7,421,089. The Company paid finder’s fees of $74,841 in cash and issued 590,687 Shares with a fair value of $443,015.

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company (each, a “ Unit”) at a price of $2.10 per Unit, for gross proceeds of $21,656,924 (the “February 2018 Private Placement”). Each Unit consists of one Share and one-half of one Share purchase warrant (each whole warrant, a “Unit Warrant”. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 Shares and granted 721,897 compensation options exercisable for one Unit until February 16, 2020 at an exercise price of $2.10.

On March 21, 2019 the Company closed a bought- deal public offering by way of short form prospectus, comprising 11,390,500 Units at a price of $1.00 per Unit for gross proceeds of $11,390,500 (the “March 2019 Public Offering”). Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, until March 21, 2022.

On April 15, 2019, the Company closed a private placement comprising 426,000 Units at a price of $1.00 per Unit for gross proceeds of $426,000. Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, for a period of three years.

On October 30, 2019 the Company entered into a $5 million loan (the “Loan”) and guarantee agreement with LANXESS Corporation (the “Lender”). US$3.75 million was advanced to the Company, based on an agreed exchange rate, and will be used in the ongoing development of the Demonstration Plant in southern Arkansas, for the demonstration of the Company’s proprietary process for the extraction of lithium from brine solutions.

The principal amount of the Loan will be convertible at the option of the Lender at a rate such that for each $0.80 of principal converted, the Lender will receive one Common Share and one-half of a Warrant with an exercise price of $1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 Common Shares and 3,125,625 Warrants. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that the Company has a positive consolidated operating cash flow, as shown on its financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

 

11


The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, the Lender may elect an earlier maturity date on 60 days’ notice to the Company. The Loan is secured by a charge on the shares of MoabSub, VernalSub and 2661881, as well as by a security interest in the tangible and intangible property of the Company and the Subsidiaries.

DESCRIPTION OF THE BUSINESS

Background

Standard was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company was formerly in the oil and gas business, but changed its focus during the 2016 fiscal year. The Company is currently focusing on acquiring and developing lithium brine projects in the USA.

The Company has two main project locations: (i) the Arkansas Lithium Project; and (ii) the California Lithium Project; these are summarised below.

Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest. The first is pursuant to the TETRA 1st Option Agreement to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000 net acres of brine leases located in Columbia and Lafayette Counties, Arkansas. The second is pursuant to the LANXESS MOU and subsequent LANXESS JV Term Sheet, regarding the testing and proving of commercial viability of lithium extraction from brine that is produced as part of LANXESS’ bromine extraction business at its three facilities in Union County, southern Arkansas. The terms and conditions of the three agreements are described above in the previous section.

All of the Company’s activities in southern Arkansas relate to brine leases that overlie the Smackover Formation in a region with a long history of commercial scale brine processing. Historical published brine data and current unpublished brine data from within and adjacent to the Company’s area of activities lead the Company to believe that lithium-bearing brines are likely present throughout underlying the project area.

With respect to the approximate 27,000 net acres of brine leases in the Columbia and Lafayette Counties, the Company and its consultants are collating and interpreting large amounts of publicly and privately available geological, hydrogeological, geophysical and petrological data. These data are being supplemented by acquiring new data from existing oil and gas extraction

 

12


infrastructure where possible. The Company’s team is currently focussed on compiling all relevant data with the goal of producing a lithium resource estimate before calendar year-end.

The TETRA lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Standard’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

With respect to the LANXESS MOU and LANXESS JV Term Sheet, the Company is undertaking mini-pilot scale process work, using tail brine collected from operating facilities in Southern Arkansas. This work is being conducted in order to assist the design of a full-scale, continuously operated pilot plant. The Company has a contract with Zeton Inc. (“Zeton”) to build the “LiSTR” direct lithium extraction Demonstration Plant. The Demonstration Plant was constructed by Zeton in three phases and the final modules of the Company’s “LiSTR” direct lithium extraction Demonstration Plant have been transported to and installed at LANXESS’ South Plant facility in southern Arkansas. Final assembly and initial QA/QC testing of the Demonstration Plant was completed in early October, 2019.The Demonstration Plant is designed to continuously process an input tailbrine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the LANXESS South Plant facility in southern Arkansas (the “LANXESS South Plant”), which is equivalent to an annual production of between 100- 150 tonnes per annum Lithium Carbonate Equivalent (“LCE”). The Demonstration Plant is based on the Company’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from LANXESS’ tailbrine.

It is a matter of public record that LANXESS operates approximately 150,000 acres of brine leases in Southern Arkansas via three unitised areas. The Company has recently completed a PEA and updated Mineral Resource estimate for this project, and details regarding this are provided in the Mineral Properties section below.

California Lithium Project

See “Mineral Properties – California Lithium Project” below for information on the California Lithium Project.

Lithium Brine Processing Project

The Company has engaged several third parties to perform brine processing testing on bulk brine samples gathered from the Company’s projects. Work is being completed on three main fronts: (i) pre-treating the Company’s brines using modern filtration technologies; (ii) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; and (iii) purifying and crystallisation of concentrated lithium solutions to produce battery-grade lithium products. Much of the work is being completed with available off-the-shelf technology widely available and

 

13


used in the water and wastewater processing industries; some is being performed with third party technology developed and protected by IP held by non-affiliated vendors and OEMs; and some is novel technology where IP is being developed and held by the Company and/or a technical advisor to the Company. This work is ongoing.

Other

The Company is continuing to review its options with respect to the current and other prospective properties.

Specialized Skills and Knowledge

Successful exploration, development and operation of the Company’s lithium projects will require access to personnel in a wide variety of disciplines, including geologists, geophysicists, engineers, drillers, managers, project managers, accounting, financial and administrative staff, and others. Since the project locations are also in jurisdictions familiar with and friendly to resource extraction, management believes that the Company’s access to the skills and experience needed for success is sufficient.

Competitive Conditions

The Company’s activities are directed towards the exploration, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts, and the Company may not be able to successfully raise funds required for any such capital investment. See “Risk Factors – Competition” below.

Business Cycles

Mining is a cyclical industry and commodity prices fluctuate according to global economic trends and conditions. See “Risk Factors – Risk Related to the Cyclical Nature of the Mining Business” below.

Environmental Protection

Our exploration and development activities, as applicable, are subject to various levels of federal, provincial, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

Employees

As of the date of this AIF, the Company did not have any employees and the services of CEO, CFO and President and COO were provided by contractors.

Reorganizations

There have been no corporate reorganizations of the Company.

 

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MINERAL PROPERTIES

Arkansas Lithium Project

Please refer to the technical report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019 (the “Resource Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description and Location;

 

 

 

Accessibility, Climate, Local Resources, Infrastructure and Physiography;

 

 

 

History;

 

 

 

Geological Setting and Mineralization;

 

 

 

Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample Preparation, Analyses and Security;

 

 

 

Data Verification;

 

 

 

Mineral Processing and Metallurgical Testing;

 

 

 

Mineral Resource Estimates;

 

 

 

Mining Methods;

 

 

 

Recovery Methods;

 

 

 

Infrastructure;

 

 

 

Market Studies and Contracts;

 

 

 

Environmental Studies, Permitting and Social or Community Impact;

 

 

 

Capital and Operating Costs;

 

 

 

Economic Analysis;

 

 

 

Adjacent Properties;

 

 

 

Other Relevant Data and Information;

 

 

 

Interpretations and Conclusions; and

 

 

 

Recommendations.

The following is the extracted summary section from the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs”) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX”), Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O.

The Resource Report is incorporated by reference herein and for full technical details, the complete text of the Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Resource Report and is qualified in its entirety with reference to the full text of the Resource Report. Readers should read this summary in conjunction with the Resource Report.

 

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Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, Arkansas, United States. The southern and western edges of the LANXESS Property border the State of Louisiana (LA) and Columbia County, respectively. The LANXESS Property encompasses Townships 16- 19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The LANXESS Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by LANXESS, a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the Arkansas Oil and Gas Commission. The land package, which is indicated on Figure 4-2 of the Resource Report, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

 

 

 

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

 

 

 

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

 

 

 

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors of the Resource Report reclassified the LANXESS lithium-brine (“ Li-Brine”) Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the Resource Report.

The average lithium concentration used in the resource calculation is 168 mg/L lithium (“Li”). Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (“LCE”) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

 

16


Recovery Method and Mineral Processing

The Company’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product - lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results. Readers are cautioned that statements relating to the production process and recovery are based on using a processing technology that has not yet been commercially-proven and there is a risk that actual results, performance, prospects and opportunities could differ materially from those expressed or implied by such forward-looking information.

Mineral Processing and Metallurgical Testing

The Company is continuing the development of a processing route to produce battery-quality lithium chemicals from brine at the Company’s LANXESS Property. The immediate goal of the past and ongoing work is to define the process and engineering parameters required to design and operate a demonstration-scale integrated plant at the LANXESS Property. The objective of the demonstration plant is to further confirm the operating conditions and design criteria for the full-scale commercial plant, which will be operated at the same site using the same feed. It will also enable the examination of some processing options and the optimization of key processing parameters.

Lithium Extraction Mini-Pilot Testing

The bench-scale lithium extraction process equipment, as discussed in the Resource Report, was scaled up by a suitable scaling factor, and was reconstructed at SGS Lakefield Ontario laboratory. The principal purpose of the mini-pilot plant work was to better understand the continuous solid/liquid handling aspects of the process in order to complete the design of the Demonstration Plant.

The brine was used in the mini-pilot plant at ambient temperature, without any prior filtration or pre-treatment. The mini-pilot plant campaign operated during March 2019, and ran continuously for three weeks, 112 hours per week, with only short stoppages to address mechanical issues and to change operating conditions. For the first two weeks, one adsorbent sample was used. This was replaced with a second sample that was tested in the third campaign week. The continuous circuit operated at a feed flowrate of 240 L per hour. This would have required a very large volume of brine to be transported and then disposed of; therefore, initially, lithium chloride, via a master solution, was added to the produced barren brine, which was then recirculated to the loading reactor. For the final shifts in the campaign, fresh feed brine was processed on a

 

17


once-through basis, as would be the case in the on-site operations. Both sodium hydroxide and aqueous ammonia were successfully tested as pH control reagents.

Lithium Chloride Conversion Testing

The concentrated lithium chloride solution, from the stripping stage, undergoes removal of residual hardness (low levels of residual alkali and alkaline earth metals) using industry standard purification methods to produce a high-purity lithium chloride solution. The purified lithium chloride solution produced by polishing is suitable for application of the industry-standard carbonation process. Typically, this involves adding soda-ash (sodium carbonate) to the lithium chloride solution. Heating reduces the solubility of the precipitated lithium carbonate, which is subsequently removed by filtration. The lithium carbonate is further purified through several stages, including further carbonation, bicarbonation and hot washing, followed by sizing, drying and packing, to produce a saleable lithium carbonate product meeting the offtake partner’s specifications. These final product preparation steps are analogous to those currently used in operating lithium brine projects and are typically carried out using equipment and processes provided by Vendors/Original Equipment Manufacturers (OEMs) familiar with the application.

The batch crystallization and purification process was developed by the lithium industry in the 1960s, and was designed for end-uses that did not require very high purities. The global growth in use of lithium chemicals is based predominantly on the adoption of lithium ion batteries, and these end-uses typically require more exacting purity targets.

In order to assess whether alternative crystallization techniques may be helpful in reaching higher levels of purity, the Company is also in the process of examining an alternative precipitation technology with fewer purification steps. As previously announced, the Company has been involved in testing a novel continuous crystallization process. This work has been completed in collaboration with researchers from the University of British Columbia (“UBC”), specifically Professor Jason Hein. This new process, which has been dubbed ‘SiFT’, has the advantage over the conventional purification route in that it can start off with a contaminated (with elements like calcium and magnesium) lithium chloride solution and produce high grade lithium carbonate in fewer process steps and with reduced chemical additions.

Conclusions

The purpose of the continuously-operating Demonstration Plant will be to establish process robustness and to evaluate long-term adsorbent life, while further optimizing operating conditions. Most of the design parameters for the Demonstration Plant have been developed from the bench and mini-pilot plant testing and the Demonstration Plant will further define the design parameters and expected capital and operating costs for the commercial operation.

Capital and Operating Cost Estimate

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget

 

18


price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table Error! No text of specified style in document.-1 CAPEX Summary

 

Stage of Development

  

Description

   Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
   Phase 1 Subtotal      171,171,000  
     

 

 

 

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
   Phase 2 Subtotal      161,178,000  
     

 

 

 

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
   Phase 3 Subtotal      104,813,000  
     

 

 

 
   CAPEX TOTAL      437,162,000  
     

 

 

 

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 1-2.

Table Error! No text of specified style in document.-2 Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

 

19


Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

Note: OPEX per one metric tonne of production is US$4,319.

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 1-3.

Table Error! No text of specified style in document.-3 Economic Evaluation - Case 1 (Base Case) Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

 

20


Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

Post-Tax Sensitivity Analysis:

 

 

 

The sensitivity analysis at discount rate of 8% indicates that the project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

 

 

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of NPV by +/- 43% and value of IRR by +/-32%.

 

 

 

The project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of IRR by +/-10%.

 

 

 

The project economics are relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

 

 

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

Conclusions and Recommendations

Key Study Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the preliminary economic assessment of the LANXESS Property justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the LANXESS Property.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

21


 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Key Study Recommendations

 

 

 

The LANXESS Li-brine mineral resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the mineral resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

California Lithium Project

Please refer to the technical report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA” dated September 13, 2016 with an effective date of September 13, 2016 (the “Technical Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description and Location;

 

 

 

Accessibility;

 

 

 

History;

 

 

 

Geological Settling and Mineralization;

 

 

 

Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample Preparation, Analyses and Security; and

 

 

 

Data Verification.

The following is the extracted summary section from the Technical Report prepared by William Feyerabend, a “qualified person” and “independent” as such terms are defined in NI 43-101 and is subject to any updated information contained elsewhere in this AIF. The Technical Report is incorporated by reference herein and for full technical details, reference should be made to the complete text of the Technical Report. Note that the Technical Report was based on an assessment of only the approximately 4,000 acres of BDL claims that The Company used to gain an initial position in the Bristol Dry Lake area. Several commercial transactions were completed

 

22


subsequent to this initial Technical Report, and therefore information gathered as part of those transactions could not be incorporated into the initial Technical Report.

The following summary does not purport to be, and is not a complete summary of the California Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Technical Report and is qualified in its entirety with reference to the full text of the Technical Report. Readers should read this summary in conjunction with the Technical Report.

Introduction

At the request of the Company, William Feyerabend was retained to prepare the Technical Report specific to the standards dictated by NI 43-101 and Form 43- 101F (Standards of Disclosure for Mineral Projects) with respect to the California Lithium Project located in San Bernardino County, California.

The Technical Report summarizes the results of previous work available in professional publications. That work included various levels of regional and detailed geology and historic drilling by the US Geological Survey.

Historic drilling cannot be field checked from the surface. However, the field examination did confirm claim posts and documents belonging to the BLD groups and geologic evidence that can be interpreted as showing mineral-laden springs have flowed onto the Bristol Lake surface.

This following uses a combination of metric and United States customary units. US dollars are used for budgeting. Canadian dollars as required by legal agreements are designated as such.

Project Description, Location and Access

The California Lithium Property is located in San Bernardino County, California (Figure 1) approximately 150 miles east-northeast of Los Angeles and next to Amboy, a populated place which used to be a popular stop on Highway 66 before it was bypassed by Interstate 40. The nearest commercial centers via I40 are at Barstow 80 miles west and Needles 75 miles east.

 

23


Figure 1: Location Map

 

LOGO

The California Lithium Property’s 55 (fifty five) unpatented placer mining claims are located in Sections 3 and 4, T. 4 N., R. 13 E.; Sections 4, 8, 9, 10, 17 and 25, T. 5 N., R. 12 E., and Sections 30, 31 and 32, T. 5 N., R. 13 E., SBBM (Figures 3, 4 and 5). The central claim latitude/longitude coordinates are approximately N34o51’, W115o71’. The claims are located on Bristol Dry Lake adjacent to Amboy, California.

Figure 3: Claims BLD 1 thru 16

 

LOGO

 

24


Figure 4: Claims BLD 41 thru 63

 

LOGO

Figure 5: Claims BLD 64 thru 79

 

LOGO

The claims cover a total of approximately 4,020 acres on Federal land. They are listed on Table 1 from BLM interactive website LR2000 records.

 

25


Table 1: BLD Claims

 

LOGO

The BLD claims are located on Federal lands controlled by the Bureau of Land Management. As public lands, there is free right of access within the restrictions of special land designations. Both surface and mineral rights are held by the Federal government.

Online records of the San Bernardino County Recorder’s office include Location and Intent to Hold documents for the BLD claims. The BLM website LR2000 (https://rptapp.blm.gov/report_filter.cfm0) shows the claims are in the system, have been assigned CAMC numbers and assessment has been paid for 2017. The claims are ‘active’ which means that the documentation has been filed as required.

See “General Development of the Business – Three Year History – 2016 Developments” above for information on the Option for the California Lithium Project and the Option Purchase Agreement with Ty and Sons.

There are no other known royalties, back-in-payments or other agreements and encumbrances to which the California Lithium Property is subject.

To the best of the author’s knowledge, there are no known environmental liabilities to which the California Lithium Property specifically is subject. To the best of the author’s knowledge, there are no other significant factors and risks that may affect access, title, or the right or ability to perform work on the property.

The designated place of Amboy adjoins Bristol Dry Lake and has paved connections to the west and east on historic route 66 and to the south to Twentynine Palms. Reasonable networks of

 

26


graded and rough roads cross the desert, although there are now restrictions on off-road travel. Access routes need to be established with the Bureau of Land Management.

History

Salt production from Bristol Lake has a long history. There has been some drilling on the playa as part of academic and assessment programs. Most data acquisition was directed to sedimentology and water saline chemistry, but there are four historical lithium analyses cited in Calzia (1991) from two USGS drill holes (Figure 16). Lithium ranges cited by Garrett (2004) are slightly different - 68 to 104 ppm Li.

Figure 16: Historic Drill Holes and Lithium Analyses

 

LOGO

At the time of drilling, those ranges of lithium concentrations were of academic interest. While the lithium numbers of 71 – 110 mg/L (ppm) are now of interest, the methods of sampling and analyses are not known, so the results are historical only.

Two core holes, Bristol 1 and Bristol 2, were drilled in 1953 as part of the U. S. Geological Survey program to study saline deposits in the Mojave Desert. Detailed logging (Bassett et all, 1959) logged dense clays alternating with salt beds. There were seven salt beds greater than five feet thick. The principal production bed is 8 feet deep and the next salt bed is at 153 feet. The clays are commonly silty or sandy and there is a one inch white volcanic crystal tuff at 720 feet, again showing some volcanic activity as the basin developed. Bristol Lake salt brines were used for drilling and there were no analyses of fluids in that program.

Geological Setting and Mineralization

The Mojave Desert (Glazner, Alan F. et al, 2002) for these purposes is defined as that area bounded to the west by the northwest projection of the general trace of the San Andreas Fault, to the north by the Garlock Fault, to the east by the Colorado River and to the south by Mexico.

Thru the Paleozoic (i.e. until 251 million years ago), the area was generally on the hinge-line between carbonate deposition similar to today’s Caribbean and sands, silts and clays deposited

 

27


further in the ocean basin similar to offshore California or Virginia. Intermediate composition volcanism, intrusions and compressional (thrust) faulting with a mix of marine and continental sediments began in the latest Paleozoic and continued thru the end of the Mesozoic Era at 66 million years ago. There followed erosion with very few preserved rocks until about 25 million years ago during latest Oligocene Epoch when the geologic forces changed to extension. The Mojave Desert has extensive volcanic and sedimentary rocks resulting from this change which are preserved in valleys formed by the pull-apart nature of extensional faulting. Extension ceased about 18 million years ago and faulting changed to lateral slip movement sympathetic to the San Andreas and Garlock faults. That faulting created the northwest pattern of mountains and valleys.

Lateral slip faulting generally does not significantly increase vertical ranges between highs and lows. Vertical stability allowed erosion to whittle back the mountains to make the characteristic broad apron of gravels with only the mountain cores poking up. This gives the Mojave Desert its characteristic erosionally “mature” appearance.

The northwest-southeast trending valleys created by this structural framework which are of concern to this report are at Bristol Lake and Cadiz Valley, which are separated by a very slight divide.

The rocks exposed in the mountains surrounding the National Chloride Property are a mix of Precambrian metamorphic rocks, Paleozoic carbonate and siliciclastic sediments and Mesozoic intrusive rocks of granitic to intermediate composition (Figure 20). Unless there is some more specific information about a particular rock unit, these rocks are probably of about normal crustal lithium abundance or slightly enriched in the case of granites. There is nothing in the regional geologic formations to make Bristol or Cadiz Valley stand out and one fully expects only the common occurrence of sodium and calcium salts from evaporation in an enclosed basin.

Figure 20: Surrounding Geology

 

LOGO

The Bristol- Cadiz target area is at the southeast end of a volcanic trend dating from the change in the Mojave region to extensional tectonics. With the exception of the recent Amboy crater and flow, the volcanics outcrop as small flows and dikes which follow the northwest structural grain of the Mojave Desert geology.

 

28


In this tectonic and volcanic setting, a mineralizing system under Bristol Lake which sourced lithium is reasonable. There are also some Miocene sediments exposed with those volcanic rocks, which implies that there has not been a lot of subsidence in the basin since that time. Older basin fill sediments also outcrop in the Bristol Lake area which, with the Miocene sediments, show there has not been a tremendous amount of subsidence in the area for millions of years. There are many areas of the West where extreme extension has created valleys thousands of feet deep where today’s gravels bury yesterday’s gravels and any target is at extreme depth. A stable basin can accumulate fluids and maintain them within reasonable drilling depth. In this sense Bristol Lake is also similar to Clayton Valley, NV. Rosen (2000) from a regional Bougher gravity survey estimated the total depth of the basin to be only 680 meters.

The porosity of geologic units is very important in determining the potential for hosting brine deposits. Enclosed basins with playas have a general pattern of porous coarse gravels and sandstones at the margins grading towards dense clays at the center. In detail, the pattern is complicated by such factors as bedrock types, rainfall, drainages and presence of a lake which are impossible to predict in detail and need to be drill tested to understand. Howard (2002) mapped a ring around the southern half of Bristol Lake and a point at the northern tip of Cadiz Valley as having gypsum with celestite, a blue strontium sulfate mineral. The field exam did not find celestite, but did find scattered gypsum rosettes on the southwest side of the Bristol Lake and scattered gypsum flakes and chalcedonic quartz pea gravel on the southern and southeastern edge.

They are so scattered that no sample was taken because of the time to collect sufficient material, but their occurrence with more sandy material than elsewhere on the clay playa and only along the southern edge suggests they an earlier feature which has been reworked by playa waters and covered to the north by recent clays. The presence of gypsum is not unusual in an enclosed basin, but celestite and chalcedonic quartz are rare and suggest a more complicated geologic history. While not the only possible explanation, they could certainly be products of a time when mineral-laden springs flowed onto the lake.

It is very important to understand the concept of brines hosted in basin sediments because it determines and explains why placer claims are the correct claim type to stake and produce lithium brines from valley sediment fill while lode claims are correct for lithium contained within ‘hard rocks’ such as pegmatites. The production history and case law of lithium brine production is built upon placer claims.

Deposit Types

The appropriate model to apply to the National Chloride Property is the Clayton Valley, NV model of lithium brine occurrences in enclosed basin sediments.

Exploration

There has been no relevant exploration work conducted on behalf of the issuer.

 

29


Drilling

There is only historic drilling on the claim block to test the potential of lithium brines at depth.

Sampling Preparation, Analysis and Security

No samples were taken during the field examination. No surface materials were found which could reasonably reflect the proposed mineralizing system at depth.

Data Verification

The Author spent the day of August 21, 2016 making the field inspection, driving around the playa perimeter and entering onto it at multiple points.

The proposed model for Bristol Lake is of near surface salts derived from normal weathering and erosion of surrounding mountains underlain by lithium-bearing fluids sourced from a hydrothermal system operating under the lake basin. As such, there is no surface sampling which can reflect the lithium target at depth. However the field examination did find the tiny pieces of gypsum and chalcedonic quartz which may be interpreted as products of past mineral springs flowing onto the lake. Those materials were not sampled because of time constraints to collecting tiny pieces into sufficient material for analyses plus the question of exact interpretation of whatever the analyses would be. The field examination did find posts with BLD documents as required by law.

The value to the property is developed from geological logic and historic drilling by the USGS. The drilling cannot be tested from the surface, but the presence of the claim posts with documents and the presence of geological indications of mineral-laden hot springs were shown from the field verification examination. Those, in the Author’s opinion, are adequate for the purposes of this technical report.

Subsequent Exploration, Development, and Production

Following the initial Technical Report for the California Lithium Project (brief summary provided above), and subsequent to the various transactions that allowed the Company to access and explore most parts of the Bristol Dry Lake Playa (see “General Development of the Business – Three Year History” for descriptions of the various commercial agreements established for the overall property), the Company has completed several phases of exploration and process testing work. These have consisted of the following:

 

 

 

Gravity geophysical surveys of both Bristol Dry Lake and Cadiz Dry Lake (see news releases filed on Company’s SEDAR profile dated June 05, 2017 and April 19, 2018). These surveys have highlighted the presence of two deep, infilled basins at the two project sites. At Bristol Dry Lake, the survey showed that the basin was up to two times deeper than previously understood, with a maximum depth of up to 1.2 km beneath the Project area. At Cadiz Dry Lake, the survey showed a maximum depth of just over 0.7 km beneath the Project area.

 

 

 

CSAMT/MT geophysical surveys of Bristol Dry Lake (see news release filed on Company’s SEDAR profile dated August 08, 2017). This survey highlighted the presence of extensive low resistivity zones beneath the Bristol Dry Lake Project, suggesting that lithium brines are present beneath almost all of Standard’s claims. In addition, the survey

 

30


showed extremely low resistivity values (less than 1 ohm-metre), likely correlating with high concentration brines, and also that brines extend south and eastwards across the basin, into areas that are not currently used for brine harvesting activities.

 

 

 

Excavation of surface pits across the property with a backhoe, combined with initial evaporation pond work (see news release filed on Company’s SEDAR profile dated October 10, 2017 and December 11, 2017). Initial grab sampling of very shallow (1.5 to 6 m depth) brines across the property showed an average lithium concentration of 146 mg/L. These brines were pumped into shallow, plastic-lined ponds, were concentrated via passive solar evaporation for a period of four weeks, and yielded final brines with an average lithium concentration of 686 mg/L.

 

 

 

Sampling of production wells from Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated October 30, 2017). Grab samples taken from active brine production wells on the Cadiz Dry Lake Project yielded lithium concentrations between 112 to 139 mg/L.

 

 

 

Initial sampling and exploratory drilling work at Bristol Dry Lake and Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated December 11, 2017 and June 20, 2018). Four exploration boreholes were drilled at Bristol Dry Lake in Q4 of 2017, and reached a maximum depth of 1,195 ft (364 m). Two additional exploratory boreholes were drilled at Bristol in the first half of 2018 (making six in total), and a seventh well was commenced and then subsequently completed in such a manner that it can be re-entered easily.

 

 

 

Numerous brine samples have been collected across the two properties, and elevated lithium concentrations have been noted in all samples collected from exploration boreholes in Bristol Dry Lake, and from production wells in Cadiz Dry Lake. These data have not been published to date but will be released in a technical report for the Property(ies) in the future. Lithium concentrations are consistent with historical data (see Feyeraband 2016 report) and with grab samples as described above. Additional rounds of evaporation pond process testing work have also been completed and these are similarly consistent with the initial data as described above.

RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward- looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties, the California Lithium Project and the Arkansas Lithium Project. Additional risk factors may be included in the Technical Report or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results of operations, plans and prospects.

 

31


Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors, but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited, and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and other personnel. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will incur substantial capital expenditures for the continued exploration and development of its projects in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs and process studies. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares and could impair the Company’s ability to raise capital through future sales of Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at the Company’s projects. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Development of the Arkansas Lithium Project

The Company’s business strategy depends in large part on developing the Arkansas Lithium Project into a commercially viable mine. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly volatile; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of Mineral Resources and Mineral Reserves, environmental protection and capital and operating cost requirements. The capital expenditures and time

 

32


required to develop the three phases of the Arkansas Lithium Project are significant and the Company has not yet secured funding that it believes will be sufficient to cover its share of capital expenditure obligations for the first stage of development of the Arkansas Lithium Project. Accordingly, there can be no assurance that the Company will ever develop this project. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted, such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades and in the analysis of the economic viability of future mine development and mineral extraction. Until actually extracted and processed, the quantity of lithium reserves and grade must be considered as estimates only. In addition, the quantity of reserves and resources may vary depending on commodity prices and various technical and economic assumptions. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small-scale laboratory tests or pilot plants will be duplicated in larger scale tests under on-site conditions or during production. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or,

 

33


regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action. These factors could all have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Construction Risks

As a result of the substantial expenditures involved in development projects, developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of the Company. These include, but are not limited to, weather conditions, ground conditions, performance of the mining fleet and availability of appropriate rock and other material required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce.

Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline to obtain these government approvals is often beyond the control of the Company. A delay in start-up or commercial production would increase capital costs and delay receipt of revenues.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material.

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

 

34


Commodity Price Fluctuations

The prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Shares

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Share price is also likely to be significantly affected by delays experienced in progressing with development plans, a decrease in investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in the Company’s quarterly and annual financial statements. Other factors unrelated to performance that could have an effect on the price of the Shares include the following:

 

 

(a)

the trading volume and general market interest in the Shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

 

(b)

the size of the public float in the Shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these or other factors, the market price of the Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation has been brought against companies following years of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Cost Estimates

The Company prepares estimates of operating costs and/or capital costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including royalties, the price of lithium and by-product metals and the cost of inputs used in exploration activities.

The Company’s actual costs may vary from estimates for a variety of reasons, including labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Future Share Issuances May Affect the Market Price of the Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Shares or the issuance of debt instruments or other securities convertible into Shares. The Company cannot predict the size of future issuances of Shares or the issuance of debt

 

35


instruments or other securities convertible into Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which began in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, the terms that are available to the Company. In the longer term, these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.

Issuance of Debt

From time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service any future debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Financing Risks

The Company’s development and exploration activities may require additional external financing. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company. Furthermore, if the Company raises additional capital by offering equity securities or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production of any or all of the Company’s mineral properties. The cost and terms of such financing may significantly reduce the expected benefits from new developments or render such developments uneconomic.

 

36


Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of properties, such as the properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular year or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company, including delays and cost increases in the advancement of the Company’s projects.

Permitting

The Company’s operations, development projects and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “ permits”) from appropriate governmental authorities. Before any development on any of its properties the Company must receive numerous permits, and continued operations at the Company’s mines is also dependent on maintaining, complying with and renewing required permits or obtaining additional permits.

The Company may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore and develop its properties, commence construction or operation of

 

37


mining facilities and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for the Company’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new legislation. It is possible that previously issued permits may become suspended or revoked for a variety of reasons, including through government or court action.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Title Claims and First Nations Rights

The Company has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights in relation to lands covering the projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties.

Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate its mining properties and its projects or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects.

Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities.

Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in any jurisdictions in which title or other rights are claimed by First Nations and other indigenous peoples, and may affect the timetable and costs of

 

38


development and operation of mineral properties in these jurisdictions. The risk of unforeseen title claims by indigenous peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Community Relations and License to Operate

The Company’s relationship with the host communities where it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or the Company’s exploration or development activities specifically, could have an adverse effect on the Company’s reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, which could have a material adverse impact on the Company’s results of operations, financial condition and prospects. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Acquisition and Integration Risks

As part of its business strategy, the Company has sought and will continue to seek new operating, development and exploration opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, if at all, or that any acquisition or business arrangement completed will ultimately benefit its business. Such acquisitions may be significant in size, may change the scale of the Company’s business and may expose the Company to new geographic, political, operating, financial or geological risks. Further, any acquisition the Company makes will require a significant amount of time and attention of the Company’s management, as well as resources that otherwise could be spent on the operation and development of the Company’s existing business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to realize anticipated synergies and maximize the Company’s financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing

 

39


shareholders to suffer dilution. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that it will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition, and operating results. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration

 

40


and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation.

The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Decommissioning and Reclamation

Environmental regulators are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulators. The Company’s ability to advance its projects could be adversely affected by any inability on its part to obtain or maintain the required financial assurances.

Dividends

The Company has never paid cash dividends on our Shares, and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of our business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Company’s Board of Directors (the “Board” or “Board of Directors”) and will depend on a number of factors, including future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on their investment in the Shares for the foreseeable future.

Time and Cost Estimates

Actual time and costs may vary significantly from estimates for a variety of reasons, both within and beyond the control of the Company. Failure to achieve time estimates and significant increases in costs may adversely affect the Company’s ability to continue exploration, develop the

 

41


Company’s projects and ultimately generate sufficient cash flows. There is no assurance that the Company’s estimates of time and costs will be achievable.

Consumables Availability and Costs

The Company’s planned exploration, development and operating activities, including the profitability thereof, will continue to be affected by the availability and costs of consumables used in connection with the Company’s activities. Of significance, this may include concrete, steel, copper, piping, diesel fuel and electricity. Other inputs such as labor, consultant fees and equipment components are also subject to availability and cost volatility. If inputs are unavailable at reasonable costs, this may delay or indefinitely postpone planned activities. Furthermore, many of the consumables and specialized equipment used in exploration, development and operating activities are subject to significant volatility. There is no assurance that consumables will be available at all or at reasonable costs.

Mineral Resource Uncertainties

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations.

There can be no assurances that any of the mineral resources stated in this AIF or published technical reports of the Company will be realized. Until a deposit is actually extracted and processed, the quantity of mineral resources or reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or reserves. In addition, there is no assurance that mineral recoveries in limited, small scale laboratory tests or pilot plants will be duplicated by larger scale tests or during production. Fluctuations in lithium prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or reserves could have a material adverse effect on the Company.

Lithium Demand

Lithium is considered an industrial mineral and the sales prices for the different lithium compounds are not public. Lithium is not a traded commodity like base and precious metals. Sales agreements are negotiated on an individual and private basis with each different end-user. Therefore, it is possible that the sales prices used in the Resource Report will be different than the actual prices at which the Company is able to sell its lithium compounds. In addition, there are a limited number of producers of lithium compounds and it is possible that these existing producers will try to prevent newcomers from entering the chain of supply by increasing their production capacity and lowering sales prices. Factors such as foreign currency fluctuation, supply and demand, industrial disruption and actual lithium market sale prices could have an adverse impact on operating costs and stock market prices and on the Company’s ability to fund its activities. In each case, the economics of the Arkansas Lithium Project could be materially adversely affected, even to the point of being rendered uneconomic.

 

42


Global Financial Conditions

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on the Company’s liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on the Company’s business.

Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Competition

The Company faces strong competition from other mining companies in connection with the identification and acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to identify, maintain or acquire attractive mining properties on acceptable terms or at all. Consequently, the Company’s prospects, revenues, operations and financial condition could be materially adversely affected.

Taxation

The Company is affected by the tax regimes of various local, regional and national authorities. Revenues, expenditures, income, investments, land use, intercompany transactions and all other business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments and penalties that may be imposed.

 

43


DIVIDENDS AND DISTRIBUTIONS

The Company has not, for any of the three most recently completed financial years or its current financial year, declared or paid any dividends on our Common Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, we anticipate that we will not pay dividends but will retain future earnings and other cash resources for the operation and development of our business. The payment of dividends in the future will depend on our earnings, if any, our financial condition and such other factors as our directors consider appropriate.

CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares (“Preferred Shares”), without par value. As of the date of this AIF, 88,094,076 Shares were issued and outstanding and there were no Preferred Shares issued and outstanding. In addition, as of the date of this AIF, there were 8,747,681 incentive stock options (“Options”), 721,897 compensation options and 14,886,996 Warrants outstanding.

Holders of Shares are entitled to receive notice of any meeting of shareholders of the Company, to attend and to cast one vote per Share at such meetings. Holders of Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis, the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority. The Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

MARKET FOR SECURITIES

Trading Price and Volume

The Shares are listed for trading on the TSXV under the trading symbol “SLL”.

The following table sets forth the high and low prices and total monthly volume of the Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

 

Period(1)

   High      Low      Total Volume  

January 2018

     2.610        2.140        5,943,173  

February 2018

     2.470        1.860        4,272,909  

March 2018

     2.350        1.640        2,428,249  

April 2018

     1.880        1.350        2,669,914  

May 2018

     1.820        1.160        2,822,863  

June 2018

     1.560        1.060        2,794,223  

July 2018

     1.400        1.020        3,137,357  

August 2018

     1.420        0.800        4,207,968  

September 2018

     1.690        1.060        3,254,500  

October 2018

     1.770        1.180        2,812,389  

 

44


Period(1)

   High      Low      Total Volume  

November 2018

     1.530        1.120        2,012,751  

December 2018

     1.240        0.830        1,176,613  

January 2019

     1.320        0.920        2,031,661  

February 2019

     1.440        0.940        3,253,940  

March 2019

     1.000        0.790        4,037,379  

April 2019

     0.990        0.830        2,449,228  

May 2019

     0.880        0.670        2,163,695  

June 2019

     1.000        0.720        1,883,066  

Notes:

 

(1)

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

Prior Sales

The Company issued the following securities during the most recently completed financial year and the current financial year:

 

Date

   Class of Security    Amount Issued   Issue Price  

June 13, 2019

   Options    150,000(1)   $ 1.00  

April 10, 2019

   Warrants    213,000(2)   $ 1.30  

April 1, 2019

   Options    750,000(3)   $ 1.00  

March 21, 2019

   Warrants    5,695,250(4)   $ 1.30  

March 21, 2019

   Warrants    797,336(4)   $ 1.00  

September 4, 2018

   Options    2,000,000(5)   $ 1.40  

July 23, 2018

   Options    150,000(6)   $ 1.03  

July 9, 2018

   Options    300,000(7)   $ 1.21  

Notes:

 

(1)

Issued to a Consultant.

(2)

Issued in connection with the April 2019 Public Offering.

(3)

Issued to Consultants.

(4)

Issued in connection with the March 2019 Public Offering.

(5)

Issued to Directors, Management and Consultants.

(6)

Issued to a Consultant.

(7)

Issued to a Consultant.

Subsequent to June 30, 2019, the Company issued the following:

 

Date

   Class of Security    Amount Issued   Issue Price  

October 16, 2019

   Options    150,000(1)   $ 0.75  

July 19, 2019

   Options    100,000(2)   $ 0.83  

Notes:

 

(1)

Issued to a Consultant.

(2)

Issued to a Consultant.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL

RESTRICTIONS ON TRANSFER

As at the date of this AIF, no Shares are held in escrow or subject to a contractual restriction on transfer.

 

45


DIRECTORS AND OFFICERS

Name, Province or State, Country of Residence and Offices Held

The following table sets forth the name of each of our directors and executive officers, their province or state and country of residence, their position(s) with the Company, their principal occupation during the preceding five years and the date they first became a director of the Company. Each director’s term will expire immediately prior to the following annual meeting of shareholders.

 

Name, Age and

Residence

  

Position(s) with the

Company

  

Principal Occupation

During Past Five Years

  

Director Since

Anthony Alvaro(1)

British Columbia,

Canada

   Director   

Capital Markets Advisor

  

January 23, 2017

Jeffrey Barber(1)

Alberta, Canada

   Director   

Current principal occupation is Chief Financial Officer of DOJA Cannabis Company Limited

  

January 23, 2017

Robert Cross

British Columbia,

Canada

   Director and Non-Executive Chairman   

Corporate Board Member; Chairman of B2Gold Corp.

  

September 4, 2018

Robert Mintak(1)

British Columbia,

Canada

   CEO and Director   

Current principal occupation is Chief Executive Officer of the Company. Board member of Sixty-six Resources & Identillect Corp.

  

March 21, 2017

Andrew Robinson

British Columbia,

Canada

   President, COO and Director   

Current principal occupation is Chief Operating Officer of the Company, Director Lakewood Exploration Inc.

  

June 5, 2017

Kara Norman British

Columbia, Canada

   CFO and Corporate Secretary   

Current principal occupation is Chief Financial Officer of the Company

  

n/a

Note:

 

(1)

Member of Audit Committee.

Shareholdings of Directors and Officers

As of the date of this AIF, the Company’s directors and executive officers beneficially own, control or direct, directly or indirectly, 4,332,401 Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as set out below, none of our directors or executive officers is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any

 

46


exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (a “Cease Trade Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Robert Mintak was Chief Financial Officer of Dussault Apparel Inc. (“DAI”), from September 2007 to December 2012, which was cease traded on March 8, 2010 for failure to file the audited financial statements, management’s discussion and analysis and certifications, for the period ended October 31, 2009, within the prescribed filing period (the “2009 Financials”). DAI subsequently filed the 2009 Financials and the cease trade order was revoked on June 4, 2010.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including ours) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Unless otherwise noted in this AIF, to the best of our knowledge, there are no known existing or potential material conflicts of interest between the Company or its subsidiaries and any of our directors or officers or a director or officer of our subsidiaries. However, certain of our directors and officers are, or may become, directors or officers of other companies, with businesses that may conflict with our business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on behalf of the Company. Pursuant to the BCBCA, directors are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA and our Articles:

 

 

 

A director or executive officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or executive officer of the Company, must promptly disclose the nature and extent of that conflict.

 

 

 

A director who holds a disclosable interest (as that term is used in the BCBCA) in a contract or transaction into which the Company has entered or proposes to enter may

 

47


 

generally not vote on any directors’ resolution to approve the contract or transaction.

Generally, as a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that our Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will abstain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, we will establish a special committee of independent directors to review a matter in which directors, or management, may have a conflict.

PROMOTERS

During the previous three fiscal years, no person or company has been a promoter of the Company or any subsidiary of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, two of whom are independent (Messrs. Alvaro and Barber) and all of whom are financially literate as defined by National Instrument 52-110Audit Committees of the Canadian Securities Administrators (“NI 52-110”).

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Audit Committee Oversight

At no time since the commencement of the Corporation‘s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee charter, attached as Schedule “A”, provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Corporation believes that the fees negotiated in the past with the auditors of the Corporation were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

External Auditor Service Fees (by Category)

The aggregate fees billed by the Company’s external auditors in each of the last three fiscal years for audit fees are as follows:

 

48


Financial Year Ended

   Audit Fees(1)      Audit-Related
Fees(2)
     Tax Fees(3)      All Other Fees  

June 30, 2019

   $ 31,000        23,450      $ 9,000        Nil  

June 30, 2018

   $ 25,000        Nil      $ 10,000        Nil  

December 31, 2017

   $ 25,000        Nil      $ 14,600        Nil  

Notes:

 

(1)

“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

(2)

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company‘s external auditor that are reasonably related to the performance of the audit or review of the Company‘s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3)

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company‘s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4)

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company‘s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings or regulatory actions material to us to which we are a party, or to which we have been a party since our incorporation, or of which any property of the Company is or has been the subject matter of, since the beginning of the financial year ended June 30, 2019, and no such proceedings are known by us to be contemplated. There have been no penalties or sanctions imposed against us by a court relating to provincial or territorial securities legislation or by any securities regulatory authority, there have been no penalties or sanctions imposed by a court or regulatory body against us, and we have not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with any securities regulatory authority since our incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this AIF, no director, senior officer or principal shareholder of the Company and no associate or affiliate of the foregoing have had a material interest, direct or indirect, in any transaction in which the Company has participated within the three-year period prior to the date of this AIF, or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Company.

 

49


AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Company’s auditors are Manning Elliott LLP, Chartered Professional Accountants having an address at 17th Floor, 1030 West Georgia Street, Vancouver, British Columbia, V6E 3S7.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for the Common Shares in Canada is AST Trust Company (Canada), at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the Company has not entered into any material contracts.

INTEREST OF EXPERTS

Experts who have prepared reports for Standard in the financial year ending June 30, 2019 include the following:

Manning Elliott LLP, Chartered Professional Accountants, who prepared the auditors’ report accompanying the audited financial statements of the Company for the most recent year end, report that they are independent in accordance with the Chartered Professional Accountants of British Columbia as at the date of such audit report.

Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM of Worley, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O have acted as qualified persons under NI 43- 101 in connection with the Resource Report and has reviewed and approved the information related to the Arkansas Lithium Project contained in this AIF.

William Feyeraband has acted as a qualified person under NI 43-101 in connection with the Technical Report and has reviewed and approved the information related to the California Lithium Project contained in this AIF.

All other scientific and technical information in this AIF has been reviewed and approved by Steve Ross, Registered Professional Geologist, who is a qualified person under NI 43-101. Mr. Ross is not independent of the Company as he is a Consultant and Project Manager, Exploration and Development.

None of the experts whom are named in this AIF as having prepared reports or having been responsible for reporting exploration results relating to our mineral properties and whose profession or business gives authority to such reports, or any director, officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in our property or of any of our associates or affiliates. As at the date hereof, such persons, and the directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of the Company and they did not receive any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of such report.

 

50


None of such persons, or any director, officer or employee, as applicable, of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of our securities, securities authorized for issuance under equity compensation plans and a statement as to the interest of insiders in material transactions, was contained in the management proxy circular for the annual and special meeting of shareholders held on December 30, 2019. Additional financial information is provided in the audited financial statements and management discussion and analysis for the most recent year-end. The foregoing additional information is available on SEDAR at www.sedar.com the Company’s profile.

 

51


SCHEDULE “A”

AUDIT COMMITTEE MANDATE

Purpose of the Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Corporation is to provide an open avenue of communication between management, the Corporation’s independent auditor and the Board and to assist the Board in its oversight of:

 

 

 

the integrity, adequacy and timeliness of the Corporation’s financial reporting and disclosure practices;

 

 

 

the Corporation’s compliance with legal and regulatory requirements related to financial reporting; and

 

 

 

the independence and performance of the Corporation’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Corporation’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Corporation or of an affiliate of the Corporation. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Corporation or of an affiliate of the Corporation. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Corporation’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Corporation’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Corporation in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Corporation’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

 

1


 

1.

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

 

 

2.

Review the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

 

 

3.

Review with management and the independent auditor the adequacy and effectiveness of the Corporation’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

 

 

4.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

 

 

5.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

 

 

6.

Review the Corporation’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

 

 

7.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Corporation’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

 

 

8.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

 

 

9.

Pre-approve all non-audit services to be provided to the Corporation by the independent auditor.

 

 

10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Corporation and all non-audit work performed for the Corporation by the independent auditor.

 

 

11.

Establish and review the Corporation’s procedures for the:

 

 

 

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

 

 

 

confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

 

 

12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its

 

2


  duties, and to set and pay the compensation of such advisors at the expense of the Corporation.

 

 

13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the articles of the Corporation.

 

3

Exhibit 99.23

FORM 52-109F1 – AIF

CERTIFICATION OF ANNUAL FILINGS

IN CONNECTION WITH VOLUNTARILY FILED AIF

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily filed an AIF.

I, Kara Norman, the Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: January 10, 2020

/s/ “Kara Norman

Kara Norman

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.24

FORM 52-109F1 – AIF

CERTIFICATION OF ANNUAL FILINGS

IN CONNECTION WITH VOLUNTARILY FILED AIF

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily filed an AIF.

I, Robert Mintak, the Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: January 10, 2020

/s/ “Robert Mintak

Robert Mintak

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.25

THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

 

LOGO

STANDARD LITHIUM ANNOUNCES PRIVATE PLACEMENT LED BY STRATEGIC

INVESTOR COMMODITY CAPITAL AND MANAGEMENT PARTICIPATION

January 30th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) is pleased to announce that it will conduct a non-brokered private placement of up to 8,000,000 special warrants (each, a “Special Warrant”), at a price of $0.75 per Special Warrant, for gross proceeds of up to $6,000,000. Long-standing strategic investor, Commodity Capital AG, has committed to invest and maintain their percentage interest in the Company and members of management, and the board of directors of the Company, intend to participate for a significant portion of the offering.

Each Special Warrant will entitle the holder thereof to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined herein) and without payment or additional consideration, one (1) unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one (1) common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of twenty-four months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than C$1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.

Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one-day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. The Company will use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for a final prospectus qualifying the distribution of the Conversion Units, upon exercise of the Special Warrants, on or before 5:00 p.m. (Vancouver time) on March 6, 2020.


The Company intends to use the net proceeds of the private placement to complete commissioning of its extraction demonstration plant in southern Arkansas, as well as to maintain existing property interests and for general working capital purposes.

In connection with completion of the private placement, the Company may pay finders’ fees to eligible parties who assisted in introducing subscribers to the Company. The Special Warrants issued in connection with the private placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. Completion of the private placement remains subject to the approval of the TSX Venture Exchange.

About Standard Lithium Ltd.

Standard Lithium is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory, and permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations utilizing the Company’s proprietary selective extraction technology. The Company is also pursuing the resource development of 27,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

Anthony Alvaro, Director 1-604-260-4793

Kara Norman, CFO 1-604-260-0876

info@standardlithium.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”,


“forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third-party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.26

THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

 

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STANDARD LITHIUM INCREASES PRIVATE PLACEMENT TO $9 MILLION

TO ACCOMMODATE STRONG DEMAND

February 4th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) is pleased to announce that, owing to very strong interest, it will increase the size of its non-brokered private placement of special warrants (each, a “Special Warrant”) to accommodate the additional demand. The Company now intends to offer up to 12,000,000 Special Warrants, at a price of $0.75 per Special Warrant, for gross proceeds of up to $9,000,000.

Each Special Warrant will entitle the holder thereof to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined herein) and without payment or additional consideration, one (1) unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one (1) common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of twenty-four months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than C$1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.

Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one-day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. The Company will use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for a final prospectus qualifying the distribution of the Conversion Units, upon exercise of the Special Warrants, on or before 5:00 p.m. (Vancouver time) on March 6, 2020.

The Company intends to use the net proceeds of the private placement to complete commissioning of its extraction demonstration plant in southern Arkansas, as well as to maintain existing property interests and for general working capital purposes.


In connection with completion of the private placement, the Company may pay finders’ fees to eligible parties who assisted in introducing subscribers to the Company. The Special Warrants issued in connection with the private placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. Completion of the private placement remains subject to the approval of the TSX Venture Exchange.

About Standard Lithium Ltd.

Standard Lithium is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory, and permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations utilizing the Company’s proprietary selective extraction technology. The Company is also pursuing the resource development of 27,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

Anthony Alvaro, Director 1-604-260-4793

Kara Norman, CFO 1-604-260-0876

info@standardlithium.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third-party information, continued access to


mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.27

THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

 

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STANDARD LITHIUM RAISES $12 MILLION IN OVERSUBSCRIBED PRIVATE PLACEMENT

February 21th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) is pleased to announce that due to strong market demand, the previously announced $9 million non-brokered private placement of special warrants (each, a “Special Warrant”) has now closed oversubscribed for gross proceeds of $12,105,165. In connection with closing, the Company has issued 16,140,220 Special Warrants at a price of $0.75 per Special Warrant.

Highlights:

 

 

 

Two strategic investors subscribed for 4,100,000 Special Warrants or $3,075,000

 

 

 

Meaningful participation from the Company’s board of directors and senior management and technical team members

 

 

 

Chief Executive Officer, Robert Mintak, President and Chief Operating Officer, Dr. Andy Robinson, and Director, Anthony Alvaro, subscribed for a total of 1,066,667 Special Warrants or $800,000

Standard Lithium, Chief Executive Officer, Robert Mintak stated “we are very happy with the outcome of this oversubscribed financing and the support for the Company by our significant shareholders. Participation from management, including members of our technical team, and our board of directors reinforces our team’s strong confidence in the project. The funding will allow Standard Lithium to maintain our rapid development momentum and focus on the successful delivery of a number of major near-term milestones including the successful commissioning and continuous operation of our LiSTR direct lithium extraction demonstration plant which will provide the proof of concept required for a final investment decision.

Dr. Andy Robinson, COO and President commented “this funding round demonstrates that management’s strategy is fully aligned with our shareholders and we are confident that our strengthened balance sheet will accelerate the project’s final stages of de-risking and Standard Lithium’s rapid transition from developer towards producer.

Each Special Warrant entitles the holder thereof to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined herein) and without payment or


additional consideration, one (1) unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one (1) common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of twenty-four months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than C$1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Warrants will expire 30 days thereafter.

Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one-day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. The Company will use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for a final prospectus qualifying the distribution of the Conversion Units, upon exercise of the Special Warrants, on or before 5:00 p.m. (Vancouver time) on March 6, 2020.

The Company intends to use the net proceeds of the private placement to complete commissioning of its LiSTR direct lithium extraction demonstration plant in southern Arkansas, as well as to maintain existing property interests and for general working capital purposes.

Insiders of the Company subscribed for an aggregate of 1,066,667 Special Warrants. The issuances of Special Warrants to insiders pursuant to the private placement are considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of insider participation as, at the time the transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.

In connection with completion of the private placement, the Company has paid finders’ fees of $119,268, and issued 452,025 Conversion Warrants, to certain arms-length parties who assisted in introducing subscribers to the Company. All securities issued in connection with the private placement are subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws. The securities issued in connection with the private placement have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent registration or an exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.


About Standard Lithium Ltd.

Standard Lithium is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory, and permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations utilizing the Company’s proprietary selective extraction technology. The Company is also pursuing the resource development of 27,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

Contact Information:

Anthony Alvaro, Director 1-604-260-4793

Kara Norman, CFO 1-604-260-0876

info@standardlithium.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third-party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements


that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.28

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Form 45-106F1 Report of Exempt Distribution BCSC EDER Reference Number 9044046 3 New report Amended report If amended, provide filing date of report that is being amended (YYYY-MM-DD) Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to nil 81-106. Investment fund issuer [3 Issuer (other than an investment fund) Underwriter Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Standard Lithium Ltd. Previous full legal name if the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website www.standardlithium.com (if applicable) If the issuer has a legal entity identify provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) If an underwriter is completing the report, provide the underwriter’s full legal name and firm NRD number. Full legal name Firm NRD number (if applicable) If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter. Street address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable)


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If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. Primary industry Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. NAICS industry code 2 1 2 2 9 9 If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations. Exploration Development O Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. I Mortgages Real estate Commercial/business debt Consumer debt I Private companies â–¡ Crypt assets Number of employees Number of employees: [3 0-49 I I 50-99 I I 100-499 I I 500 or more SEDAR profile number Does the issuer have a SEDAR profile? I I No [ Yes If yes, provide SEDAR profile number 00012543 If the issuer does not have SEDAR profile complete item 5(d)—(h). Head office address Street address Province/State Municipality Postal code/Zip code Country Telephone number Date of formation and financial year-end Date of formation Financial year-end YYYY MM DD MM DD Reporting issuer status Is the issuer a reporting issuer in any jurisdictions of Canada? No I I Yes If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer. All â–¡ AB â–¡ BC â–¡ MB â–¡ NB â–¡ NL â–¡ NT NS â–¡ NU â–¡ ON â–¡ PE â–¡ QC â–¡ SK â–¡ YT Public listing status If the issuer has a CUSIP number, provide below (first 6 digits only) CUSIP number If the issuer is publicly listed, provide the name of the exchange on which the issuer’s equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system. Exchange name Size of issuer’s assets Select the size of the issuer’s assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer’s assets at the distribution end date.


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O $0 to under $5M O $5M to under $25M O $25M to under $100M I I $1 OOM to under $500M I I $500M to under $1B I I $ 1B or over


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Item 6 – investment Fund Issuer Information If the issuer is an investment fund, provide the following information. Investment fund manager information Full legal name Firm NRD number (if applicable) If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager. Street address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one) . I I Money market O Equity â–¡ Fixed income I I Balanced I | Alternative strategies O Crypto asset O Other (describe) Indicate whether one or both of the following apply to the investment fund. I I Invests primarily in other investment fund issuers Is a UCITs Fund1 ’Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. Date of formation and financial year-end of the investment fund Date of formation financial year-end YYYY MM DD MM DD Reporting issuer status of the investment fund Is the investment fund a reporting issuer in any jurisdictions of Canada? I I No I I Yes If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer. All â–¡ AB â–¡ BC â–¡ MB â–¡ NB â–¡ NL â–¡ NT NS â–¡ NU â–¡ ON â–¡ PE â–¡ QC â–¡ SK â–¡ YT Public listing status of the investment fund If the investment fund has a CUSIP number, provide below (first 6 digits only) CUSIP number If the investment fund is publicly listed, provide the name of the exchange on which the investment fund’s securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system. Exchange name Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). $0 to under $5M â–¡ $5M to under $25M â–¡ $25M to under $1 OOM | | $100M to under $500M | | $500M to under $1B | | $1B or over Date of NAV calculation: YYYY MM DD


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Item 7 – Information About the Distribution If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. 0 Canadian dollar I I US dollar I I Euro O Other (describe) Distribution date(s) State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report. Start date 2020 02 20 End date 2020 02 20 YYYY MM DD YYYY MM DD Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. Types of securities distributed provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. Canadian $ (if Vested)’ Description of security lectures^ lo^‘ Highest price Total amount _TT” 16,140,220 special warrants of 16,140,220.00 0.7500 12,105,164.25 ... M T 853606 the Issuer (the “Special W N T 853606 Warrants”)’at a pi of $076 per Special Warrant Details of rights and convertible/exchangeable securities If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security. Convertible exchangeable Underlying ZCanadanExpiry date Conversion security code security code * i    (YYYY- MM-DD) ratio Describe other items (if applicable) Lowest Highest 1.0000 1:1 Each Special Warrant will entitle the holder to receive one unit of the Issuer (the “Units”), with each Unit consisting of C M S W N T 2022-02-20 one common share of the Issuer (a “Share”) and one-half- of-one Share purchase warrant (each whole warrant, a | | | | | || “Warrant”). Summary of the distribution by jurisdiction and exemption State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. For jurisdictions within Canada, state the province or territory, otherwise state the country. PcoX°r Exemption relied on Total amount (Canadian $) Alberta Nl 45-106 2.3 [Accredited investor] 2 176,998.50 British Columbia Nl 45-106 2.5 [Family, friends and business 6 1,119,498.75 associates]


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British Columbia Nl 45-106 2.3 [Accredited investor] 32 2,843,873.25 Ontar o Nl 45-106 2.5 [Family, friends and business 1 37,500.00 1 associates] Ontario Nl 45-106 2.3 [Accredited investor] 9 443,749.50 „—. . Distributions to purchasers outside of local 1 18,750.00 Bangladesh jurisdiction (BC AB. NB) __ o .. . . Distributions to purchasers outside of local 1 99,750.00 jurisdiction (BC, AB, NB) .. Distributions to purchasers outside of local 1 345,000.00 Norway jurisdiction (BC, AB, and NB) .., .. . . Distributions to purchasers outside of local 1 49,999.50 Netherlands jurisdiction (BC, AB, NB) Distributions to purchasers outside of local 1 75,000.00 Costa Rica jurisdiction (BC, AB, NB) , , Distributions to purchasers outside of local 5 3,949,995.00 LUXEMBOURG Distributions to purchasers outside of local 2 437,499.75 Cayman islands jurisdiction (BC, AB, NB) I Distributions to purchasers outside of local 1 210,000.00 UNITED KINGDOM Distributions to purchasers outside of local 4 535,050.00 Germany jurisdiction (BC, AB, NB) .. .. . C. . . Distributions to purchasers outside of local 7 1,747,500.00 united States jurisdiction (BC, AB, NB) Quebec Nl 45-106 2.3 [Accredited investor] 1 15,000.00 Total dollar amount of securities distributed 12,105,164.25 Total number of unique purchasers2* 75 2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser. Net proceeds to the investment fund by jurisdiction If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or country ^naS) Total net proceeds to the investment fund 3“Net proceeds ‘means the gross proceeds realized in the Jurisdiction from the distributions for which the reports being filed, less the gross redemptions that occurred during the distribution period covered by the report. Offering materials—This section applies only in Saskatchewan, Ontario, Quebec, New Brunswick and Nova Scotia. If a distribution has occurred in Saskatchewan, Ontario, Quebec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions. In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC. Date of document or Date previously filed or Description other material win or ro delivered (YYYY-MM-DD) (Y/N) (YYYY-MM-DD)


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Provide information for each person (as defined in Nl 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. Indicate whether any compensation was paid, or will be paid, in connection with the distribution. I I No [✓] Yes If yes, indicate number of persons compensated. 8


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Name of person compensated and registration status Indicate whether the person compensated is a registrant I I No [✓] Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual I Red Cloud Securities Inc. Firm NRD number 6 2 8 1 0 (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Zl No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager â–¡ Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid 36 262 50 : Security code 1 Security code 2 Security code 3 Value of all securities Security codes W N T distributed as compensation1 Describe terms of warrants, options or other rights 48,350 Finder Warrants. Each Warrant entitles the holder to acquire one Share for a period of 24 months following the closing of the Private Placement. Each Warrant entitles the holder to acquire one Share at a price of $1.00 per share. Other compensation2 Describe Total compensation paid 36,262.50 | | Check box if the person will or may receive any deferred compensation (describe the terms below)

 

1

Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.

2

Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant [Z] No | | Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual |\]ere|| Anders Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Z1 No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address 81/80 Land & House, Seewalee 1 Municipality Chaofa Rd., Chalong Muang Province/State Phuket Country Thailand Postal code/Zip code 83130 Email address anerell@hotmail.com Telephone number 66876706628 Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager â–¡ Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid ; Security code 1 Security code 2 Security code 3 Value of all securities Security codes W N T distributed as compensation3 Describe terms of warrants, options or other rights 50,000 Finders Warrants. Each Warrant entitles the holder to acquire one Share for a period of 24 months following the closing of the Private Placement. Each Warrant entitles the holder to acquire one Share at a price of $1.00 per share. Other compensation4 Describe Total compensation paid | | Check box if the person will or may receive any deferred compensation (describe the terms below)

3

Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.

4

Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant [Z] No | | Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual |Reynolds Ijohn Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Z1 No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address 5901 Scenic Drive Municipality Little Rock Province/State Arkansas Country United States Postal code/Zip code 72207 Email address jreyn13962@aol.com Telephone number 5016907141 Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager | | Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts tn Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid 11 250 00 : Security code 1 Security code 2 Security code 3 Value of all securities Security codes distributed as compensation5 Describe terms of warrants, options or other rights Other compensation6 Describe Total compensation paid 11,250.00 | | Check box if the person will or may receive any deferred compensation (describe the terms below) 5 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer, indicate die security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. 6 Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant No | Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Berl Volker Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Z1 No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address 1250 W 90th Street, Apt 18J & 18K Municipality New York Province/State New York Country United States Postal code/Zip code 10024 Email address vberl@newageventures.net Telephone number 2019163911 Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager | | Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid 12 375 00 : Security code 1 Security code 2 Security code 3 Value of all securities Security codes distributed as compensation7 Describe terms of warrants, options or other rights Other compensation8 Describe Total compensation paid 12,375.00 | | Check box if the person will or may receive any deferred compensation (describe the terms below) 7 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer, indicate die security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. 8 Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant I I No [✓] Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual p| Financial Corp. Firm NRD number 5 2 9 0 (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Z1 No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager â–¡ Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid 21 506 25 : Security code 1 Security code 2 Security code 3 Value of all securities Security codes W N T distributed as compensation9 Describe terms of warrants, options or other rights 28,675 Finders Warrants. Each Warrant entitles the holder to acquire one Share for a period of 24 months following the closing of the Private Placement. Each Warrant entitles the holder to acquire one Share at a price of $1.00 per share. Other compensation10 Describe Total compensation paid 21,506.25 | | Check box if the person will or may receive any deferred compensation (describe the terms below) 9 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. 10 Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant I I No [✓] Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual I Canaccord Genuity Corp. Firm NRD number 9 0 0 (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Z1 No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager â–¡ Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid 32 874 98 : Security code 1 Security code 2 Security code 3 Value of all securities Security codes W N T distributed as compensation11 Describe terms of warrants, options or other rights 43,833 Finders Warrants. Each Warrant entitles the holder to acquire one Share for a period of 24 months following the closing of the Private Placement. Each Warrant entitles the holder to acquire one Share at a price of $1.00 per share. Other compensation12 Describe Total compensation paid 32,874.98 | | Check box if the person will or may receive any deferred compensation (describe the terms below) 11 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.

12

Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant I I No [✓] Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual I Haywood Securities Inc. Firm NRD number 1 6 3 0 (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Zl No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address Municipality Province/State Country Postal code/Zip code Email address Telephone number Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. Connect with the issuer or investment fund manager â–¡ Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid 4 999 99 ; Security code 1 Security code 2 Security code 3 Value of all securities Security codes W N T distributed as compensation13 Describe terms of warrants, options or other rights 6,667 Finders Warrants. Each Warrant entitles the holder to acquire one Share for a period of 24 months following the closing of the Private Placement. Each Warrant entitles the holder to acquire one Share at a price of $1.00 per share. Other compensation14 Describe Total compensation paid 4,999.99 | | Check box if the person will or may receive any deferred compensation (describe the terms below) 13 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. 14 Do not include deferred compensation.


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Name of person compensated and registration status Indicate whether the person compensated is a registrant [Z] No | | Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual civelli Carlo Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. [Z1 No | | Yes Business contact information If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated. Street address Plaza Commercial San Fernando, 1st Floor, Office No. 41, Avenida Central/Via Espana, Urb. La Loma, Corregimiento Pueblo Municipality Panama City Province/State Panama Country Panama Postal code/Zip code 0801 Email address civelli@clarionfin.com Telephone number 41794012769 Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of N! 45-106 for the purposes of completing this section. â–¡ Connect with the issuer or investment fund manager â–¡ Insider of the issuer (other than an investment fund) | | Director or officer of the investment fund or investment fund manager | | Employee of the issuer or investment fund manager fz] None of the above Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid Security code 1 Security code 2 Security code 3 Value of all securities Security codes W N T distributed as compensation4 Describe terms of warrants, options or other rights 274,500 Finders Warrants. Each Warrant entitles the holder to acquire one Share for a period of 24 months following the closing of the Private Placement. Each Warrant entitles the holder to acquire one Share at a price of $1.00 per Share. Other compensation5 Describe Total compensation paid | | Check box if the person will or may receive any deferred compensation (describe the terms below) ^Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer, indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. sDo not include deferred compensation.


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If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. Indicate whether the issuer is any of the following (select the one that applies—if more than one applies, select only one). |~Z] Reporting issuer in any jurisdiction of Canada | | Foreign public issuer I I Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada6 Provide name of reporting issuer I I Wholly owned subsidiary of a foreign public issuer6 Provide name of foreign public issuer I I Issuer distributing only eligible foreign securities and the distribution is to permitted clients only7 If the issuer is at least one of the above, do not complete Item 9(a)—(c). Proceed to Item 10. 6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively. 7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in PartB(1) of the Instructions. I I If the issuer is none of the above, check this box and complete Item 9(a)—(c). Directors, executive officers and promoters of the issuer Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory; otherwise state the country. For “Relationship to issuer”, “D”—Director, “0”—Executive Officer, “P”—Promoter. Business location of non-individual or Relationship to issuer Secondary given jurisdiction of Organization or company name Family name First given name Province or country D O P Promoter information If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory; otherwise state the country. For “Relationship to promoter”, “D”—Director, “O”—Executive Officer. . Residential Relationship to promoter Secondary given (select one or both if applicable) Organization or company name Family name First given name names Province or country Residential address of each individual Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.


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Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer’s trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exert distribution. By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. Name of issuer/underwriter/—u- investment fund manager/agent Standard Lithium Ltd. Full legal name Mintaka Robert Family name First given name Secondary given names Title Chief Executive Officer Telephone number 6044098154 Email address r.mintak@standardlithium.com Signature “Robert Mintaka” Date 2020 02 27 YYYY MM DD Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. | | Same as individual certifying the report Full legal name Manilas Brandon Title Solicitor Family name First given name Secondary given names Name of company Cassel Brock & Blackwell LLP Telephone number 7783727841 Email address bmanhas@cassels.com


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The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address (is) listed at the end of this form. The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedules 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Exhibit 99.29

 

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Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

Six months ended December 31, 2019 and 2018


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at December 31, 2019 and June 30, 2019

(Expressed in Canadian dollars)

 

     December 31,     June 30,  
     2019
(unaudited)
    2019
(audited)
 

ASSETS

    

Current assets

    

Cash

   $ 2,684,213     $ 6,849,114  

Receivables

     577,556       90,428  

Prepaid expenses

     386,809       254,524  
  

 

 

   

 

 

 
     3,648,578       7,194,066  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 4)

     81,382       82,002  

Exploration and evaluation assets (Note 3)

     25,691,003       25,381,849  

Intangible asset (Note 5)

     1,910,349       1,910,349  

Asset under construction (Note 6)

     20,477,887       9,823,065  
  

 

 

   

 

 

 
     48,160,621       37,197,265  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 51,809,199     $ 44,391,331  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (Note 10)

   $ 10,156,950     $ 5,615,174  
  

 

 

   

 

 

 

Non-current liabilities

    

Amounts payable (Note 7)

     —         398,453  

Convertible loan (Note 8)

     4,670,358       —    
  

 

 

   

 

 

 

TOTAL LIABILITIES

     14,827,308       6,013,627  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 9)

     58,710,488       57,875,488  

Shares to be issued (Note 5)

     —         475,000  

Reserves (Note 9)

     13,722,585       13,544,859  

Deficit

     (35,386,511     (33,655,763

Accumulated other comprehensive income

     (64,671     138,120  
  

 

 

   

 

 

 

TOTAL EQUITY

     36,981,891       38,377,704  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 51,809,199     $ 44,391,331  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Note 13)

Subsequent Events (Note 14)

Approved by the Board of Directors and authorized for issue on February 28, 2020.

 

“Robert Mintak”

  

“Dr. Andrew Robinson”

    

Director

  

Director

  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three and six months ended December 31, 2019 and 2018

(Expressed in Canadian dollars - unaudited)

 

     Three months ended
December 31,
   

Six months ended

December 31,

 
     2019     2018     2019     2018  

Administrative Expenses

        

Consulting fees

   $ 207,026     $ 184,026     $ 352,049     $ 452,178  

Management fees (Note 10)

     234,337       326,059       466,500       598,295  

Advertising and investor relations

     65,463       427,523       202,037       1,009,496  

Corporate development

     —         —         —         5,000  

Filing and transfer agent

     21,711       32,537       44,158       50,496  

Office and administration

     84,104       71,311       129,777       101,755  

Professional fees

     107,296       69,115       129,556       99,387  

Share-based payments (Notes 9 and 10)

     100,103       148,107       177,726       2,973,429  

Research and development

     —         501,924       —         860,494  

Patent application

     10,870       62,759       57,009       62,759  

Preliminary economic assessment

     32,587       —         87,838       —    

Travel

     50,979       59,090       58,466       120,975  

Foreign exchange

     (138,192     (146,473     (75,915     (155,078
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations before other items

     (776,284     (1,735,978     (1,629,201     (6,179,186
  

 

 

   

 

 

   

 

 

   

 

 

 

Other (expenses) income

        

Debt settlement expense (Note 7)

     (83,414     —         (83,414     —    

Write-off acquisition costs (Note 3)

     —         —         —         (20,650

Interest and accretion expense

     (18,133     —         (18,133     660  
  

 

 

   

 

 

   

 

 

   

 

 

 
     (101,547     —         (101,547     (19,990
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (877,831     (1,735,978     (1,730,748     (6,199,176
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive gain/(loss)

        

Item that may be reclassified subsequently to income or loss:

        

Currency translation differences of foreign operations

     (507,365     1,065,296       (202,791     936,841  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

     (1,385,196     (670,682     (1,933,539     (5,262,335
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted loss per share

   $ (0.01   $ (0.02   $ (0.02   $ (0.09

Weighted average number of common shares outstanding – basic and diluted

     88,110,380       74,619,967       84,864,651       72,095,387  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Equity

Six months ended December 31, 2019 and 2018

(Expressed in Canadian dollars - unaudited)

 

     Number
of
shares
     Share
capital
     Shares to
be issued
    Reserves      Deficit     Accumulated
Other
Comprehensive
Gain (Loss)
    Total  

Balance, June 30, 2018

     73,527,576      $ 45,187,983      $ —       $ 9,847,553      $ (25,076,922   $ 278,562     $ 30,237,176  

Share-based payments

     —          —          —         2,973,429        —         —         2,973,429  

Shares issued for evaluation & exploration assets

     700,000        1,120,000        —         —          —         —         1,120,000  

Shares issued for intangible asset

     500,000        490,000        460,000       —          —         —         950,000  

Warrants exercised

     350,000        87,500        —         —          —         —         87,500  

Net loss for the period

     —          —          —         —          (6,199,176     —         (6,199,176

Currency translation differences for foreign operations

     —          —          —         —          —         936,841       936,841  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2018

     75,077,576        46,885,483        460,000       12,820,982        (31,276,098     1,215,403       30,105,770  

Balance, June 30, 2019

     87,594,076      $ 57,875,488      $ 475,000     $ 13,544,859      $ (33,655,763   $ 138,120     $ 38,377,704  

Share-based payments

     —          —          —         177,726        —         —         177,726  

Shares issued for evaluation & exploration assets

     500,000        360,000          —          —           360,000  

Shares issued for intangible asset

     500,000        475,000        (475,000     —          —           —    

Net loss for the period

     —          —          —         —          (1,730,748     —         (1,730,748

Currency translation differences for foreign operations

     —          —          —         —          —         (202,791     (202,791
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2019

     88,594,076      $ 58,710,488      $ —       $ 13,722,585      $ (35,386,511   $ (64,671   $ 36,981,891  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Six months ended December 31, 2019 and 2018

(Expressed in Canadian dollars - unaudited)

 

     Six Months Ended  
     December 31,     December 31,  
     2019     2018  

Cash flows from (used in) operating activities

    

Net loss

   $ (1,730,748   $ (6,199,176

Add items not affecting cash

    

Share-based payments

     177,726       2,973,429  

Interest accrued

     18,133       —    

Debt settlement expense

     83,414       —    

Write-off acquisition costs

     —         20,650  

Net changes in non-cash working capital items to operations:

    

Receivables

     (487,128     (312,832

Prepaid expenses

     (132,285     (2,114,835

Accounts payable and accrued liabilities

     (859,979     (135,802
  

 

 

   

 

 

 

Net cash used in operating activities

     (2,930,867     (5,768,566
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Exploration and evaluation assets

     (149,316     (3,166,355

Intangible asset

     (500,000     (358,301

Asset under construction

     (5,255,076     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (5,904,392     (3,524,656
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from convertible loan, net of costs

     4,670,358       —    

Exercise of warrants

     —         87,500  
  

 

 

   

 

 

 

Net cash from financing activities

     4,670,358       87,500  
  

 

 

   

 

 

 

Decrease in cash

     (4,164,901     (9,205,722

Cash, beginning of period

     6,849,114       13,513,182  
  

 

 

   

 

 

 

Cash, end of period

   $ 2,684,213     $ 4,307,460  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

1.

Nature and Continuance of Operations

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”).

The address of the Company’s corporate office and principal place of business is 835, 1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at December 31, 2019 had an accumulated deficit of $35,386,511 (June 30, 2019 - $33,655,763). These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

 

2.

Basis of Presentation

 

 

a)

Statement of compliance

The condensed consolidated interim financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2019, which were prepared in accordance with IFRS as issued by the IASB.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation—continued

 

 

b)

Basis of consolidation

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

 

c)

Functional and presentation currency

Items included in the condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation—continued

 

 

d)

Basis of measurement

 

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value.

In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

 

e)

Changes in accounting standards

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Company adopted IFRIC 23 effective July 1, 2019 with no material impact to the Company’s consolidated financial statements.

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures

 

     California     Arkansas        
     Property
$
    Property
$
    Total
$
 

Acquisition costs:

      

Balance, June 30, 2018

     6,140,254       5,821,628       11,961,882  

Acquisition of property

     2,096,767       5,103,033       7,199,800  

Reclassification from acquisition to exploration costs

     (53,508     —         (53,508

Effect of movement in foreign exchange rates

     (82,066     (61,326     (143,392
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     8,101,447       10,863,335       18,964,782  

Acquisition of property

     465,548       5,830       471,378  

Effect of movement in foreign exchange rates

     (60,868     (82,138     (143,006
  

 

 

   

 

 

   

 

 

 

Balance, December 31, 2019

     8,506,127       10,787,027       19,293,154  

Exploration Costs:

      

Balance, June 30, 2018

     3,016,458       1,212,003       4,228,461  

Reclassification from acquisition to exploration costs

     53,508       —         53,508  

Site management

     61,621       —         61,621  

Drilling

     915,839       —         915,839  

Other exploration costs

     368,856       863,867       1,232,723  

Effect of movement in foreign exchange rates

     (48,902     (26,183     (75,085
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     4,367,380       2,049,687       6,417,067  

Other exploration costs

     1,854       26,817       28,671  

Effect of movement in foreign exchange rates

     (32,569     (15,320     (47,889
  

 

 

   

 

 

   

 

 

 

Balance, December 31, 2019

     4,336,665       2,061,184       6,397,849  
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     12,468,827       12,913,022       25,381,849  
  

 

 

   

 

 

   

 

 

 

Balance, December 31, 2019

     12,842,792       12,848,211       25,691,003  
  

 

 

   

 

 

   

 

 

 

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

California Property – continued

 

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California.

In consideration for the acquisition of the Vendor, the Company will issue 1,000,000 common shares, and will assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition remains subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and wrote-off acquisition costs of $20,650. The Company has no further obligations or liabilities to the Vendor.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

Arkansas Property

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before January 31, 2020(1) (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities.The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at December 31, 2019.

 

(1)

On December 6, 2019, the Company entered into an extension agreement with the Vendor to defer the payment deadline of US$700,000 from December 31, 2019 to January 31, 2020.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

4.

Reclamation deposit

 

On September 6, 2017, the Company paid $81,382 (US$62,659) for a reclamation bond to the Bureau of Land Management California State (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake. This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

5.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding common shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (paid); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (issued).

All cash payments and share issuances become immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the IP Assets. In the event the Company does not make any of the required payments or share issuances, Brown has the right to re-acquire all of the issued share capital of 2661881, at which point the Company’s obligations to make further payments will cease.

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under items (v) and (vi) above to Brown by making (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000 (paid), and the issuance of 500,000 common shares (issued) on or before December 31, 2019. As at December 31, 2019, the Company has satisfied all payment and share issuance obligations due and owing with respect to the acquisition of 2661881 as detailed above.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

5.

Intangible asset—continued

 

The fair value of the intangible assets acquired is as follows:

 

                     $    

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Total

     1,910,349  
  

 

 

 

The intangible asset represents purchase of intellectual property rights. As at December 31, 2019, the intangible asset was not yet available for use.

 

6.

Asset under construction

The Company is developing a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use and therefore not subject to depreciation as at December 31, 2019.

 

7.

Amounts payable

During the year ended June 30, 2019, the Company issued a note payable of $250,000 payable six months after the closing date of the acquisition of 266861 Ontario Limited (Note 5) and will owe $500,000 at a later date as referenced in Note 5(v). Due to these amounts being owed at a later date the Company valued these at the present value and recorded accretion expense as follows:

 

                     $    

Beginning balance at June 30, 2018

     —    

Fair value of promissory note payable due six months after closing date

     226,391  

Accretion expense for promissory note payable due six months after closing date

     23,609  

Cash payable on or before the Investment Date

     375,657  

Accretion expense for cash payable on or before the Investment Date

     22,796  
  

 

 

 

Total note payable

     648,453  

Less: amount paid

     (250,000
  

 

 

 

Amounts payable at June 30, 2019

     398,453  

Accretion expense for cash payable on or before the Investment Date

     18,133  

Debt settlement expense

     83,414  

Less: amount paid

     (500,000
  

 

 

 

Amounts payable at December 31, 2019

     —    
  

 

 

 

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Convertible loan

 

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 6).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common shares of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability. The gross proceeds of the Convertible loan were reduced by the transaction costs of US$178,024 resulting in a balance of US$3,571,976 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method. As at December 31, 2019, the balance of the convertible loan was $4,670,358.

 

9.

Share Capital

 

 

a)

Authorized capital

Unlimited number of common voting shares without nominal or par value

Unlimited number of preferred shares without par value issued in one or more series

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital—continued

 

 

a)

Authorized capital—continued

 

88,594,076 common shares were issued and outstanding at December 31, 2019.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc. (Note 3).

On December 13, 2018, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 6).

On March 21, 2019, the Company closed a brokered short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’ commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,787 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (April 10, 2022). The Company incurred $10,635 of share issuance costs to complete the financing.

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride (Note 3).

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. (Note 3).

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 27, 2019, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 5).

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital—continued

 

 

a)

Authorized capital—continued

 

During the year ended June 30, 2019, the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

 

 

b)

Warrants

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2018

     8,631,411        1.65  

Issued

     6,705,585        1.26  

Exercised

     (450,000      0.25  
  

 

 

    

 

 

 

Balance at June 30 and December 31, 2019

     14,886,996        1.53  
  

 

 

    

 

 

 

The weighted average contractual life of the warrants outstanding is 1.23 years.

 

 

c)

Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 3, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On July 23, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all of the stock options vesting immediately on the date of grant.

On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On April 1, 2019, the Company granted 750,000 stock options to consultants of the Company at an exercise price of $1.00 for a period of three years. All of the stock options vested on June 29, 2019.

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital – continued

 

 

c)

Options—continued

 

On June 13, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.00 for a period of three years with all of the stock options vesting immediately on the date of grant.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

 

     October 16,
2019
    July 19,
2019
    Year ended December 31,
2019
 

Annualized volatility

     158     163     68%-175%  

Risk free interest rate

     1.58     1.50     1.34%-2.13%  

Dividend rate

     0     0     0%  

Expected life of options

     4 years       3 year       1-5 years  

Forfeiture rate

     0     0     0%  

Share price

   $ 0.75     $ 0.91     $ 0.75-$1.40  

Stock option transactions are summarized as follows:

 

     Number of options      Weighted
average
exercise price
 

Balance at June 30, 2018

     5,572,681      $ 1.24  

Options granted

     3,350,000        1.26  

Options cancelled

     (175,000      1.24  
  

 

 

    

 

 

 

Balance at June 30, 2019

     8,747,681        1.25  

Options granted

     250,000        0.78  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  
  

 

 

    

 

 

 

Balance at December 31, 2019

     8,547,681      $ 1.24  
  

 

 

    

 

 

 

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital—continued

 

 

c)

Options—continued

 

The following table summarizes stock options outstanding and exercisable at December 31, 2019:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        2.17        1.05        1,250,000        1.05  

0.96

     2,590,000        2.46        0.96        2,590,000        0.96  

1.02

     435,784        0.61        1.02        435,784        1.02  

2.10

     721,897        0.13        2.10        721,897        2.10  

2.10

     500,000        3.15        2.10        500,000        2.10  

1.40

     1,900,000        3.68        1.40        1,900,000        1.40  

1.00

     750,000        2.25        1.00        750,000        1.00  

1.00

     150,000        2.45        1.00        150,000        1.00  

0.83

     100,000        2.55        0.83        100,000        0.83  

0.75

     150,000        3.79        0.75        150,000        0.75  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,547,681        2.32        1.24        8,547,681        1.24  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

10.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     December 31,
2019
     December 31,
2018
 

Management fees paid or accrued to officers of the Company

   $ 466,500      $ 598,295  

Share-based payments

     —          2,317,920  
  

 

 

    

 

 

 
   $ 466,500      $ 2,916,215  
  

 

 

    

 

 

 

As at December 31, 2019 there is $151,715 (June 30, 2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company.

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

10.

Related Party Transactions—continued

 

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

11.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

12.

Financial instruments and financial risk management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended December 31, 2019 and June 30, 2019.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

12.

Financial instruments and financial risk management—continued

 

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

December 31, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 2,684,213      $ —        $ —        $ 2,684,213  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk with respect to its convertible loan, as described in Note 8.

(ii) Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

12.

Financial instruments and financial risk management—continued

 

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. At December 31, 2019, the Company has a working capital deficit of $6,508,372 (June 30, 2019: a working capital surplus of $1,578,892).

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and therefore may not agree with the carrying amounts in the consolidated statement of financial position:

 

As at December 31, 2019

   Up to 1 year      1-5 years      Total  

Accounts payable

     10,156,950        —          10,156,950  

Convertible loan

     146,115      5,454,960        5,601,075  
  

 

 

    

 

 

    

 

 

 
     10,303,065        5,454,960        15,758,025  
  

 

 

    

 

 

    

 

 

 

(iv) Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     December 31, 2019
$
     June 30, 2019
$
 

Cash

     898,785        248,860  

Accounts payable

     (5,756,857      (4,509,929

Convertible loan

     (4,670,358      —    
  

 

 

    

 

 

 

At December 31, 2019, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.2988. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $950,000 in the Company’s comprehensive loss for the period.

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in Canadian Dollars - unaudited)

 

 

13.

Commitments

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at December 31, 2019:

 

     December 31, 2019  

2020

   $ 51,718  

2021

     34,479  
  

 

 

 

Total

   $ 86,197  
  

 

 

 

 

14.

Subsequent Events

Subsequent to December 31, 2019, the Company issued 150,000 common shares with a value of $37,500 upon the exercise of warrants.

On January 13, 2020 the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of three years. All of the stock options vested on the grant date.

On February 21, 2020, the Company closed a non-brokered private placement of 16,140,220 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $119,268 and issued 452,025 Conversion Warrants.

 

25

Exhibit 99.30

 

LOGO

Management’s Discussion and Analysis

FOR THE SIX MONTHS ENDED DECEMBER 31, 2019


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

INTRODUCTION

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at February 28, 2020 and it should be reviewed in conjunction with the unaudited condensed and consolidated interim financial statements and related notes thereto of the Company for the six months ended December 31, 2019. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard Lithium” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium Ltd. (“Standard” or “the Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”, and are quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and the Frankfurt Stock Exchange under the symbol “S5L”. The head office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 Canada.

The Company’s principal focus is the development of lithium-bearing brine resources in North America, and the eventual commercial production of high-purity lithium chemicals. In order to achieve a portfolio of lithium-brine bearing properties, the Company has either directly secured brine leases from public lands or private landowners, or has partnered, in a variety of commercial relationships, with existing brine resource holders. The Company has also

 

2


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

1. SUMMARY OF STANDARD LITHIUM’S BUSINESS—continued

 

developed a suite of Intellectual Property (“IP”) related to novel technologies that can be deployed to either selectively extract lithium from brine, or convert and purify intermediate lithium chemicals to higher purity materials.

This IP suite is protected by a series of patent applications, and where the underlying inventor is an associate of, or consultant to SLL, exclusive rights or sole-licensing agreements are in place to allow SLL unfettered access to the patent(s) and associated know-how.

The Company has two principal project areas; in the Mojave Desert in California, and in southern Arkansas.

Historical information relating to the formation of the various land packages and commercial agreements are available under the Company’s SEDAR profile.

ARKANSAS LITHIUM

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases (“Lanxess Project”). The Company is also conducting mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas (“Tetra Project”).

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

LANXESS PROJECT

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

In addition, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas.

The Company has issued two technical reports for the Lanxess Project. The first Resource Report was filed on the Company’s SEDAR profile on November 19, 2018 and comprised an Inferred Resource estimate for lithium contained in brine underlying the Lanxess property (19th Nov 2018 Inferred Resource report). The second report was a Preliminary Economic Assessment (PEA), filed on August 01, 2019 (link to PEA on SLL’s SEDAR page). The PEA comprised an upgraded Indicated Resource estimate for the property, as well as preliminary capital and operational

 

3


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

LANXESS PROJECT—CONTINUED

 

costing and project economics for a proposed commercial plant at the property. All information contained within the PEA superseded that which had been previously reported for the Lanxess Project.

Lanxess PEA – Executive Summary

As described above, on August 01 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report. The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium. The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product

 

4


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

LANXESS PROJECT—continued

 

lithium recovery is about 90%. The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX Summary

 

Stage of
Development

  

Description

   Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
  

Phase 1 Subtotal

     171,171,000  

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
  

Phase 2 Subtotal

     161,178,000  

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
  

Phase 3 Subtotal

     104,813,000  
  

CAPEX TOTAL

     437,162,000  

 

5


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

LANXESS PROJECT—continued

 

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in the table below.

Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units    Values      Comments

Production

  

tpy

     20,900     

At completion of Phase 3 production

Plant Operation

  

years

     25     

From the start of Phase 1 production

Capital Cost (CAPEX)

  

US$

     437,162,000     

Annual Operating Cost (OPEX)

  

US$

     90,259,000     

At completion of Phase 3 production

Average Selling Price

  

US$/t

     13,550     

Annual Revenue

  

US$

     283,195,000     

Discount Rate

  

%

     8     

Net Present Value (NPV) Post-Tax

  

US$

     989,432,000     

Net Present Value (NPV) Pre-Tax

  

US$

     1,304,766,000     

Internal Rate of Return (IRR) Post-Tax

  

%

     36.0     

Internal Rate of Return (IRR) Pre-Tax %

  

%

     41.8     

 

6


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

LANXESS PROJECT—continued

 

Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Lanxess Project – Current Status

During 2019, the Company designed and constructed a modular demonstration-scale lithium extraction plant in Ontario, Canada. This Demonstration Plant was mobilized and transported to Lanxess’ operational brine processing facility at their South Plant. The initial installation of the plant was completed in mid-October 2019, a semi-permanent structure to enclose the plant and ancillary laboratory, office and control room were installed by December 2019, and all utility and service connections were completed by the end of January 2020. The plant is currently being commissioned and is expected to run continuously throughout calendar-year 2020.

TETRA PROJECT

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000+ net brine acres of leases located in Columbia and Lafayette Counties, Arkansas.

 

7


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

TETRA PROJECT – continued

 

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to the Tetra Project. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Inferred Resource – Executive Summary

On February 28 2019, the Company issued an Inferred Resource NI43-101 report for the Tetra project, and the Executive Summary of this is provided below; the full report is available under the Company’s SEDAR profile (See Tetra Inferred Resource Report on Company’s Sedar page).

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total (and main
resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource
Area
       

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes (see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  

Total LCE resource (metric tonnes) (see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  

Notes:

 

[1]

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

 

8


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

TETRA PROJECT – continued

 

Tetra Arkansas Lithium Brine Project Inferred Resource Statement—continued

Notes:—continued

[2] Numbers may not add up due to rounding.

[3] The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

[4] The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

[5] In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

9


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

 

TETRA PROJECT – continued

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Tetra Project – Current Status

No additional work has been completed by the Company on the Tetra project following completion of the Inferred Resource report outlined above. However, our project partners, Tetra Technologies, have been involved in renewal of brine leases across the Project, where appropriate.

 

10


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

CALIFORNIA LITHIUM

The Company also has a lithium brine development project in the Mojave Desert region of California. This project consists of approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins (collectively known as The Bristol Dry Lake Project). The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

The land package consists of:

 

 

 

Option purchase agreement with Nevada Alaska Mining Inc.;

 

 

 

Property lease agreement with National Chloride; and,

 

 

 

A License, exploration and operation agreement with TETRA Technologies.

Details regarding the various commercial agreements with these companies and the Company’s ongoing commitments can be found in previous versions of the Company’s MD&A.

Some limited investigation and processing works have been completed at the Bristol Dry Lake Project, consisting of geophysical surveys, drilling and sampling, test-pitting and sampling, completion of evaporation pond performance testing and other water level surveys. As of the time of writing of this document, these data have not been integrated into a technical report for the Project, however it is the Company’s intention to complete any necessary investigation works and deliver a technical report in the future.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

2. HIGHLIGHTS FOR THE SIX MONTH PERIOD ENDED DECEMBER 31, 2019

Convertible Loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 6 of the Condensed Consolidated Interim Financial Statements for the period ended December 31, 2019).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common share of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

 

11


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

2. HIGHLIGHTS FOR THE SIX MONTH PERIOD ENDED DECEMBER 31, 2019—CONTINUED

 

Convertible Loan – continued

 

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability. The gross proceeds of the Convertible loan were reduced by the transaction costs of US$178,024 resulting in a balance of US$3,571,976 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method. As at December 31, 2019, the balance of the convertible loan was $4,670,358.

Demonstration Plant Installation

The Company and their contractors completed initial installation of the demonstration-scale lithium extraction plant at Lanxess’ South Plant in Arkansas. This installation was completed in mid-October 2019. During November and December 2019, a semi-permanent all-weather structure was installed to enclose the demonstration plant, and an office/control room and an analytical laboratory were also installed.

Commissioning of the Demonstration Plant is ongoing.

Annual General and Special Meeting

An annual general and special meeting was held on December 30, 2019. Management recommendations were for the following:

 

 

 

The number of Directors (to be maintained at five);

 

 

 

Continuation of the five existing Directors;

 

 

 

Appointment of Manning Elliott LLP as the auditors; and,

 

 

 

Amendment of bylaws.

All of the management recommendations were approved at the AGM.

Annual Information Form (AIF)

An updated AIF for the Fiscal Year 2019 (ended on June 30, 2019) was issued by the Company on January 10, 2020 and can be viewed in its entirety under the Company’s SEDAR profile.

Private Placement

On February 21, 2020, the Company closed a non-brokered private placement of 16,140,220 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

2. HIGHLIGHTS FOR THE SIX MONTH PERIOD ENDED DECEMBER 31, 2019—CONTINUED

 

Private Placement—continued

 

months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $119,268 and issued 452,025 Conversion Warrants.

Share Issuances

During January 2020, the Company issued 50,000 common shares with a value of $12,500 upon the exercise of warrants.

Stock Option Grants

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the options vest on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options of a consultant of the company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of three years. All of the stock options vested on the grant date.

3. SELECTED ANNUAL FINANCIAL INFORMATION

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2019
$
     June 30,
2018
$
     December 31,
2017
$
 

Total revenue

     —          —          —    

Total assets

     44,391,331        30,920,583        12,600,559  

Working capital surplus (deficiency)

     1,578,892        13,964,324        3,459,827  

Total non-current financial liabilities

     398,453        —          —    

Net loss

     8,578,841        3,745,091        19,911,856  

Net loss per share

     0.11        0.06        0.37  

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Results of Operations

Three months ended December 31, 2019 compared to the three months ended December 31, 2018:

The Company incurred a net loss of $877,831 for the quarter ended December 31, 2019 (“Q2-2020”) compared to a net loss of $1,735,978 for the quarter ended December 31, 2018 (“Q2-2019”). The primary reason for the decrease in loss was lower share-based payments, research and development and advertising and investor relations costs. Consulting fees increased to $207,026 during Q2-2020, compared with $184,026 in Q2-2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the current period. Management fees decreased to $234,337 during Q2-2020 from $326,059 incurred during Q2-2019 due to decreases in fees for Management and the elimination of a management position. Professional Fees of $107,296 were higher than fees of $69,115 during Q2-2019. This is mainly due to higher legal fees incurred during the period. Filing and transfer agent fees of $21,711 were lower than fees of $32,537 during Q2-2019 primarily due to lower fees associated with the AGM. Office and administration cost of $84,104 were higher than the costs of $71,311 incurred during the comparative quarter due to higher miscellaneous office costs and website development. Corporate development, advertising and investor relations costs of $Nil and $65,463 were incurred during Q2-2020 as compared to $Nil and $427,523 during Q2-2019. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $50,979 incurred during Q2-2020 were lower than costs of $59,090 incurred during Q2-2019. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. The share-based compensation during the period was $100,103 as compared to $148,107 recognised in Q2-2019 as share-based compensation. The Company’s Lithium Research and Demonstration Plant Development Projects incurred costs of $Nil during the quarter ended Q2-2020 as compared to $501,924 during Q2-2019. The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $32,587 of cost associated with a preliminary economic assessment and $10,870 of costs related to the patent applications during Q2-2020 as compared to $62,759 during Q2-2019. The decrease in cost relates to the advancement of the patent applications and cost now being capitalised. The debt settlement expense of $83,414 relates to the non-cash expense as a result of the accelerated settlement of the acquisition of 2661881 Ontario Ltd.

Six months ended December 30, 2019 compared to the six months ended December 31, 2018:

The Company incurred a net loss of $1,730,748 for the six months ended December 31, 2019 (“YTD2020”) compared to a net loss of $6,199,176 for the six months ended December 31, 2018 (“YTD2019”). The decrease mainly relates to lower advertising and investor relations costs, share-based payments and research and development costs. Consulting fees decreased to $352,049 during YTD2020, compared with $452,178 during YTD2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the current period. Management fees decreased to $466,500 during YTD2020 from $598,295 incurred during YTD2019 due to decreases in fees for Management and the elimination of a management position. Professional Fees of $129,556 were higher than fees of $99,387 during YTD2019. This is mainly due to higher legal fees incurred during the year. Filing and transfer agent fees of $44,158 were lower than fees of $50,496 during YTD2019 primarily due to lower fees associated with the AGM. Office and administration cost of $129,777 were higher than the costs of $101,755 incurred during the comparative quarter due to higher miscellaneous office costs and website development. Corporate development, advertising and investor relations costs of $Nil and $202,037 were incurred during YTD2020 as compared to $5,000 and $1,009,496 during YTD2019. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $58,466 incurred during YTD2020 were lower than costs of $120,975 incurred during YTD2019. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. Generally, there has been a drop in the frequency of travel during YTD2020. The share-based compensation during the period was $177,726 as compared to $2,973,429 recognised in YTD2019 as share-based compensation. The Company’s Lithium Research and Demonstration Plant Development Projects incurred costs of

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Results of Operations—continued

 

Six months ended December 30, 2019 compared to the six months ended December 31, 2018:—continued

 

$Nil during the period YTD2020 as compared to $860,494 during YTD2019. The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $87,838 of cost associated with a preliminary economic assessment and $57,009 of costs related to the patent applications during YTD2020 as compared to $62,759 during YTD2019. The decrease in cost relates to the advancement of the patent applications and cost now being capitalised. The debt settlement expense of $83,414 relates to the non-cash expense as a result of the accelerated settlement of the acquisition of 2661881 Ontario Ltd.

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

Quarter Ended

   Total Revenues      Net (Loss)/Gain      Net (Loss)/Gain
Per share
 

March 31, 2018

   $ Nil      $ (8,800,011    $ (0.13

June 30, 2018

   $ Nil      $ 5,054,920      $ 0.07  

September 30, 2018

   $ Nil      $ (4,463,198    $ (0.06

December 31, 2018

   $ Nil      $ (1,735,978    $ (0.01

March 31, 2019

   $ Nil      $ (1,880,795    $ (0.02

June 30, 2019

   $ Nil      $ (498,870    $ (0.01

September 30, 2019

   $ Nil      $ (852,917    $ (0.01

December 31, 2019

   $ Nil      $ (877,831    $ (0.01

Liquidity and Capital Resources

As of December 31, 2019, the Company had working capital deficit of $6,508,372 compared to a working capital surplus of $7,040,208 as of December 31, 2018. Cash and cash equivalents at December 31, 2019 totaled $2,684,213 compared to $4,307,460 at December 31, 2018. During the six months ended December 31, 2019 the Company had net cash outflow of $4,164,901.

During the six months ended December 31, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd and 500,000 common shares with a fair value of $475,000 for the acquisition of 266181 Ontario Ltd.

Management has determined that the cash resources will be sufficient to continue operations in the short term but that additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Transactions with Related Parties

 

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     December 31,
2019
     December 31,
2018
 

Non-Executive Chairman due to Paloduro Investments Inc.

   $ —        $ 50,000  

President and Chief Operating Officer due to Green Core Consulting Ltd.

     150,000        150,000  

Chief Executive Officer due to Rodhan consulting & Management Services

     150,000        150,000  

Due to Varo Corp Capital Partners Inc.

     120,000        120,000  

Chief Financial Officer due to Kara Norman

     46,500        49,012  

VP of Exploration due to Raymond Spanjers

     —          79,282  

Share-based payment

     —          2,317,921  
  

 

 

    

 

 

 
   $ 466,500      $ 2,916,215  
  

 

 

    

 

 

 

As at December 31, 2019 there is $151,715 (June 30, 2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 88,644,076 common shares issued and outstanding, 8,125,784 stock options and 34,342,940 warrants outstanding. Of the warrants outstanding, 2,975,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 5,695,250 are exercisable to acquire one common share at $1.30 expiring March 21, 2022, 797,335 are exercisable to acquire one common share at $1.00 expiring on March 21, 2021, 213,000 are exercisable to acquire one common share at $1.30 expiring on April 10, 2022, 16,140,220 are exercisable to acquire one common share at $0.75 and will automatically convert at a specified date and 8,522,135 are exercisable to acquire one common share at $1.00 expiring on February 20, 2022. The 8,522,135 warrants issued on February 20, 2020 are subject to acceleration under certain circumstances.

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Outstanding Share Data—continued

 

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        2.01        1.05        1,250,000        1.05  

0.96

     2,590,000        2.30        0.96        2,590,000        0.96  

1.02

     435,784        0.45        1.02        435,784        1.02  

2.10

     500,000        2.98        2.10        500,000        2.10  

1.40

     1,900,000        3.52        1.40        1,900,000        1.40  

1.00

     750,000        2.09        1.00        750,000        1.00  

1.00

     150,000        2.29        1.00        150,000        1.00  

0.83

     100,000        2.39        0.83        100,000        0.83  

0.75

     150,000        3.63        0.75        150,000        0.75  

0.89

     300,000        2.88        0.89        300,000        0.89  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,125,784        2.45        1.15        8,125,784        1.15  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended December 31, 2019 and June 30, 2019.

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Financial Instruments and Risk Management—continued

 

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

December 31, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 2,684,213      $ —        $ —        $ 2,684,213  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk with respect to its convertible loan, as described in Note 8 of the Condensed Consolidated Interim Financial Statements for the period ended December 31, 2019.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at December 31, 2019, the Company has a working capital deficit of $6,508,372.

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Financial Instruments and Risk Management—continued

 

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and therefore may not agree with the carrying amounts in the consolidated statement of financial position:

 

As at December 31, 2019

   Up to 1 year      1 - 5 years      Total  

Accounts payable

     10,156,950        —          10,156,950  

Convertible loan

     146,115      5,454,960        5,601,075  
  

 

 

    

 

 

    

 

 

 
     10,303,065        5,454,960        15,758,025  
  

 

 

    

 

 

    

 

 

 

 

(iv)

Currency Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     December 31, 2019
$
     June 30, 2019
$
 

Cash

     898,785        248,860  

Accounts payable

     (5,756,857      (4,509,929

Convertible loan

     (4,670,358      —    
  

 

 

    

 

 

 

At December 31, 2019, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.2988. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $950,000 in the Company’s comprehensive loss for the year.

Non-Cash Transactions

 

Non-cash Financing and Investing Activities

  

December 31,

2019

    

December 31,

2018

 
     $      $  

Shares issued for exploration and evaluation assets

     360,000        1,120,000  

Shares issuable for intangible asset

     475,000        490,000  

Asset under construction expenditures included in accounts payable

     4,777,250        —    

Exploration and evaluation expenditures included in accounts payable

     2,009        34,822  
  

 

 

    

 

 

 

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Commitments

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at December 31, 2019:

 

     Period ended
December 31,
2019
 

2020

   $  51,718  

2021

     34,479  
  

 

 

 
   $ 86,197  
  

 

 

 

Recent Accounting Pronouncements

Accounting standards issued, but not effective, up to the date of issuance of the Company’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applies at a future date. The company intends to adopt these standards when they become effective.

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months of less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Company adopted IFRIC 23 effective July 1, 2019 with no material impact to the Company’s consolidated financial statements.

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

4. RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly

dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Environmental Risks—continued

 

of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), FMC Corporation (NYSE:FMC), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co., Ltd.and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of the Company’s common shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

 

23


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Volatility of the Market Price of the Company’s Common Shares—continued

 

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

 

24


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

25


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

 

26


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2019

 

 

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

 

27

Exhibit 99.31

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kara Norman, Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended December 31, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: February 28, 2020

“Kara Norman”

Kara Norman

Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

    

 

1

Exhibit 99.32

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended December 31, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: February 28, 2020

“Robert Mintak”

Robert Mintak

Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)   controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)  a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

    

 

1

Exhibit 99.33

 

LOGO

STANDARD LITHIUM MAKES BETTER THAN 99.9% BATTERY QUALITY LITHIUM CARBONATE

March 9th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) an innovative technology and lithium development company, is pleased to report that it has produced its first >99.9% purity (also known as ‘three-nines’) battery quality lithium carbonate using the Company’s proprietary ‘SiFT’ crystallisation technology. This optimisation work was performed at the University of British Columbia (UBC) and was partially funded by a grant of $300,000 awarded to the Company and UBC by Innovate BC (note to the reader: this lithium carbonate crystallisation optimisation work is separate from the ongoing commissioning of the Company’s LiSTR Direct Lithium Extraction demonstration plant in south Arkansas)

The SiFT technology was re-run on solids that had been previously produced (see news release dated 09th Jan 2019), and involved a single additional re-crystallisation step. The resulting lithium carbonate crystals were analysed at UBC using low-detection-limit ion-chromatography techniques (similar to those used in the pharmaceutical industry to determine impurities at low levels). The lithium carbonate samples were analysed for the main suite of cation contaminants that are typically found in commercially sold products, and the results are provided in the table below.

 

Contaminant

   Lithium Carbonate
   Initial   Re-crystallised

Sodium

   2,270 ppm   60 ppm

Calcium

   145 ppm   <36 ppm

Magnesium

   <22 ppm   <22 ppm

Potassium

   <21 ppm   <21 ppm
  

 

 

 

Total Cation
Contaminants

   <2,458 ppm

(<0.246 wt.%)

  <139 ppm

(<0.014 wt.%)

  

 

 

 

As seen in the table, the total cation contaminants in the lithium carbonate were reduced from less than 2,458 ppm (or <0.246 wt.%) to less than 139 ppm (or <0.014 wt.%), resulting in a purity of >99.9 %. Actual purity may be greater than this figure, but additional analyses will be


required to definitively determine the total impurity profile (i.e. to quantify chloride, sulphate and boron concentrations at expected very low levels). Additional work is being completed by UBC, using the grant money, to optimise how the ion-chromatography system can be integrated into the overall SiFT process to provide real-time analytical data during crystallisation.

Dr. Andy Robinson, President and COO of Standard Lithium commented, “this ongoing refinement of our SiFT crystallisation technology is emblematic of Standard Lithium’s drive to bring lithium chemical processing into the 21st Century. We continue to improve the technology, in terms of performance, robustness and scalability. We are also finalising our efforts in terms of IP protection and the delivery of a full-scale crystallisation pilot plant to our South Arkansas Project site. The combination of the Company’s SiFT and LiSTR technologies will provide a new platform for the production of battery quality lithium compounds for current and next generation lithium-ion batteries.”

Quality Assurance

Dr. Ron Molnar, Professional Metallurgical Engineer (Ontario P.E.# 100111288), is a qualified person as defined by NI 43-101, and has reviewed and approved the scientific and technical information that forms the basis for this news release. Dr. Molnar is independent of the Company.

Grant of Options

The Company also announces that, subject to regulatory approval, it has granted a total of 4,450,000 incentive stock options (“Options”) to certain directors and officers of the Company in accordance with the Company’s incentive stock option plan, and as compensation for ongoing services rendered to the Company. The Options vest immediately and are exercisable at a price of $0.76 for a period of thirty-six months.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.


The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

For further information, contact Anthony Alvaro at (604) 240 4793

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.34

 

LOGO

STANDARD LITHIUM PROVIDES DEMONSTRATION PLANT OPERATIONAL

UPDATE RELATED TO COVID-19 MANAGEMENT

March 30th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) provides an update on the current status of the Company’s LiSTR Direct Lithium Extraction Demonstration Plant at Lanxess’ South Plant facility in southern Arkansas (the “Site”) in relation to the ongoing COVID-19 outbreak. The Company is actively monitoring the COVID-19 pandemic and working closely with Lanxess to implement preventative measures at the Company’s Site to safeguard the health of its employees and contractors, while continuing to operate effectively and responsibly in its communities and within the greater south Arkansas brine operations. Some of the measures being put into place include:

 

 

 

Continuing operations at the Site with the minimum staff present on site as required;

 

 

 

Screening all contractors and external visitors to site for risk factors, as well as employees returning on shift change;

 

 

 

Requiring employees who show symptoms or are in close contact with someone with symptoms to stay home from work;

 

 

 

Suspension of all international travel and requiring employees returning from travel outside of the USA or Canada to self-isolate for the government recommended 14-day self-quarantine period;

 

 

 

Implementing work-from-home practices where possible, including ongoing process engineering and optimisation work at the Company’s LiSTR demonstration plant;

 

 

 

Reducing in-person meetings and transitioning to videoconferencing where possible, as well as restricting any large gatherings;

 

 

 

Enhanced cleaning and disinfecting protocols at the Site on hard surfaces and especially at touch-points; and,

 

 

 

Promoting personal preventative measures, such as frequent handwashing, and increasing awareness of social distancing practices.

These safety guidelines follow those outlined by the U.S. Federal Government, State Government of Arkansas, the Government of Canada and the Provincial Governments of British Columbia and Ontario. These guidelines also comply with the site-specific guidance developed


for the operational South Plant. These guidelines will be updated as and when required based both on government advice as well as that of our project partner, Lanxess. The Company will provide updates to the market as appropriate.

Commissioning work at the Site continues with no significant negative impacts to date beyond the implementation of additional education and safety measures however it is too early to predict the potential full impact of the COVID-19 crisis. The Company will provide additional updates regarding successful completion of milestones in the near future.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of


mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.35

 

LOGO

STANDARD LITHIUM LTD.

AMENDED AND RESTATED ANNUAL INFORMATION FORM

Amending and Restating the Annual Information Form dated January 10, 2020

for the Fiscal Year ended June 30, 2019

Dated May 6, 2020

CORPORATE OFFICE

Suite 835, 1100 Melville Street

Vancouver, British Columbia, V6E 4A6

REGISTERED OFFICE

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia, V6C 3E8


TABLE OF CONTENTS

 

PRELIMINARY NOTES AND CAUTIONARY STATEMENT

     1  

CORPORATE STRUCTURE

     2  

GENERAL DEVELOPMENT OF THE BUSINESS

     3  

DESCRIPTION OF THE BUSINESS

     12  

MINERAL PROPERTIES

     16  

RISK FACTORS

     33  

DIVIDENDS AND DISTRIBUTIONS

     47  

CAPITAL STRUCTURE

     47  

MARKET FOR SECURITIES

     47  

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL

  

RESTRICTIONS ON TRANSFER

     49  

DIRECTORS AND OFFICERS

     49  

PROMOTERS

     51  

AUDIT COMMITTEE

     51  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     52  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     52  

AUDITORS, TRANSFER AGENT AND REGISTRAR

     53  

MATERIAL CONTRACTS

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INTEREST OF EXPERTS

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ADDITIONAL INFORMATION

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SCHEDULE “A” Audit Committee Mandate

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PRELIMINARY NOTES AND CAUTIONARY STATEMENT

Date of Information

All information in this Annual Information Form (“AIF”) is as of June 30, 2019, unless otherwise indicated.

Cautionary Notes to U.S. Investors Concerning Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. All resource estimates included in this AIF have been prepared in accordance with the guidelines set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this AIF are defined in NI 43-101; however, these terms are not defined terms under United States Securities and Exchange Commission (“SEC”) Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be upgraded to a higher category. Investors are further cautioned that “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Accordingly, information contained in this AIF and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the rules and regulations thereunder.

Currency

Except where otherwise indicated, all references to currency in this AIF are to Canadian Dollars (“$”).

Forward-Looking Information

Except for statements of historical fact, this AIF contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar terms, or statements that certain events or conditions “might”, “may”, “could” or “will” occur. In particular, forward-looking information in this AIF includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ

 

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materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the electric vehicle market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; the development of the COVID-19 global pandemic, changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under “Risk Factors”, as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Certain Other Information

Certain information in this AIF is obtained from third party sources, including public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated.

CORPORATE STRUCTURE

Name, Address and Incorporation

Standard Lithium Ltd. (“Standard” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

Standard is a specialty chemical company focused on the exploration and development of mineral assets with a stated objective to lead the new wave of lithium production.

The Company’s flagship project is in southern Arkansas, where it is engaged in the testing and proving of commercial viability of lithium extraction from over 150,000 acres of permitted brine operations and also the resource development of over 27,000 net acres of separate brine leases, both located in the Smackover Formation (the “LANXESS Property”). It is also engaged in the exploration and resource development of approximately 45,000 acres at the Bristol and Cadiz Dry Lake lithium projects located in the Mojave Desert in San Bernardino County, California.

Standard is listed on the TSX Venture Exchange (“TSXV”) and trades under the symbol “SLL”, on the Frankfurt Stock Exchange (“FRA”) under the symbol “S5L” and on the OTC-Nasdaq under the symbol “STLHF”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces.

 

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Such documents are available on SEDAR at www.sedar.com. Standard’s filings throughSEDAR are not incorporated by reference in this AIF.

The Company’s corporate office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

Intercorporate Relationships

Standard has four subsidiaries, being Moab Minerals Corp. (“MoabSub”) (a holding company which owns the shares of 1093905 Nevada Corp.), Vernal Minerals Corp. (“VernalSub”) (a holding company which owns the shares of Arkansas Lithium Corp., which in turn operates the Demonstration Plant (defined below)), both of which are incorporated under the laws of the Province of British Columbia, 2661881 Ontario Limited (“2661881”) (which owns intellectual property rights to be used in the operation of the Demonstration Plant) and California Lithium Ltd. (“CaliforniaSub”), a Nevada corporation. Standard is the registered and beneficial owner of all the outstanding share capital in all subsidiaries.

The following list sets out the Company’s intercorporate relationships. Each of the below noted subsidiaries are wholly-owned.

Standard Lithium Ltd. (Canada)

 

  (I)

Moab Minerals Corp. (British Columbia)

a. 1093905 Nevada Corp. (Nevada)

 

  (II)

Vernal Minerals Corp. (British Columbia)

a. Arkansas Lithium Corp. (Nevada)

 

  (III)

2661881 Ontario Limited

 

  (IV)

California Lithium Ltd. (Nevada)

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2016 Developments

In 2016, the Company shifted its focus from oil and gas to acquiring and developing lithium brine projects in the USA.

On November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

In November 2016, the Company completed a consolidation of its common shares (the “Shares”) on a one for five basis.

 

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On July 7, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“ Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSXV, closed on November 17, 2016. As consideration, the Company issued 14,000,000 Shares and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$350,000 and issue an aggregate of 2,500,000 Shares to Nevada Mining as follows:

 

   

US$25,000 deposit paid within one business day of the date of the Option Purchase Agreement (paid)

 

   

US$125,000 on closing of the Option Purchase Agreement (paid)

 

   

US$50,000 on or before July 7, 2017 (paid)

 

   

US$50,000 on or before July 7, 2018 (paid)

 

   

US$50,000 on or before July 7, 2019 (paid)

 

   

US$50,000 on or before July 7, 2020

 

   

Issue 500,000 Shares on closing of the Option Purchase Agreement (issued)

 

   

Issue 500,000 Shares on or before October 1, 2017 (issued)

 

   

Issue 500,000 Shares on or before October 1, 2018 (issued)

 

   

Issue 500,000 Shares on or before October 1, 2019 (issued)

 

   

Issue 500,000 Shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

2017 Developments

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of MoabSub, a privately-held British Columbia-based mineral exploration company (the “Moab SPA”). Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between MoabSub and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 Shares and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 Shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the

 

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TSXV and the common shares were issued on February 21, 2017. The value of the common shares of MoabSub acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox property and terminated the Moab SPA with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox property.

On May 1, 2017, the Company signed a property lease agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property (the “National Chloride Property”) to the California Property, with approximately 12,290 acres (the “Property Lease Agreement”). Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

   

US$25,000 on the date of the Property Lease Agreement (paid)

 

   

US$50,000 on or before November 24, 2017 (paid)

 

   

US$100,000 on or before May 24, 2018 (paid)

 

   

US$100,000 on or before May 24, 2019 (paid)

 

   

US$100,000 on or before May 24, 2020

 

   

US$100,000 on or before May 24, 2021

 

   

US$100,000 on or before May 24, 2022

 

   

US$250,000 upon successful completion of a pre-feasibility study

 

   

US$1,000,000 upon successful completion of a bankable feasibility study

 

   

Issue 100,000 Shares on the closing date (issued)

 

   

Issue 100,000 Shares on or before November 24, 2017 (issued)

 

   

Issue 200,000 Shares on or before May 24, 2018 (issued)

 

   

Issue 200,000 Shares on or before May 24, 2019 (issued)

 

   

Issue 200,000 Shares on or before May 24, 2020

 

   

Issue 200,000 Shares on or before May 24, 2021

 

   

Issue 200,000 Shares on or before May 24, 2022

 

   

Issue 500,000 Shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres (the “Amended Property Lease Agreement”). The Amended Property Lease Agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

 

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On July 26, 2017, the Company entered into a Memorandum of Understanding (“July MOU”) with Tetra Technologies Inc. (“TETRA”) to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 30,000 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the July MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“October MOU”), with TETRA, to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The October MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the October MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company would issue 1,000,000 Shares, and would assume responsibility for all outstanding liabilities of the Vendor. However, as of August 31, 2018, the Company has decided not to complete the transaction. No Shares have been issued, the Company has no further liabilities or obligations to the Vendor and prepaid costs of $20,650 were written-off.

On December 29, 2017, the Company entered into an option agreement with TETRA to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 30,000 brine acres located in Columbia and Lafayette Counties, Arkansas (the “TETRA 1st Option Agreement”). Under this TETRA 1st Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

   

US$500,000 before January 28, 2018 (paid)

 

   

An additional US$600,000 on or before December 29, 2018 (paid)

 

   

An additional US$700,000 on or before January 31, 2020 (paid)

 

   

An additional US$750,000 on or before December 29, 2020

 

   

Additional annual payments of US$1,000,000 on or before each annual anniversary of the date of the TETRA 1st Option Agreement, beginning with that date that is 48 months following the date of the TETRA 1st Option Agreement, until the earlier of the expiration of the Exploratory Period (as defined therein) or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty (as defined therein).

During the Lease Period, at any time following the commencement of Commercial Production (as defined therein), the Company agreed to pay a Royalty of 2.5% (minimum Royalty US$1,000,000) to TETRA.

 

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2018 Developments

On February 21, 2018, the Company announced the implementation of a restricted share unit plan along with the grant of an aggregate of 2,100,000 restricted share units thereunder (the “RSUs”). The RSUs were to be granted to directors and officers of the Company, based on a common share value of $2.10, with vesting occurring in three equal tranches every four months for a period of twelve months. On October 25, 2018 the company issued a news release clarifying that the Board of Directors ultimately elected not to implement a restricted share unit plan at this time, and will not be granting the RSUs.

On April 23, 2018, the Company entered into an exploration and option agreement (the “EOA”) with TETRA to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow for exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) to TETRA, and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 Shares to TETRA, as follows:

 

   

US$100,000 initial payment on April 23, 2018 (paid)

 

   

US$200,000 on or before April 23, 2019 (paid)

 

   

US$200,000 on or before April 23, 2020 (paid)

 

   

US$200,000 on or before April 23, 2021

 

   

US$200,000 on or before April 23, 2022

 

   

US$200,000 on or before April 23, 2023

 

   

US$500,000 upon successful completion of a pre-feasibility study

 

   

US$1,000,000 upon successful completion of a bankable feasibility study

 

   

Issue 200,000 Shares on April 23, 2018 (issued)

 

   

Issue 200,000 Shares on or before October 23, 2018 (issued)

 

   

Issue 400,000 Shares on or before April 23, 2019 (issued)

 

   

Issue 400,000 Shares on or before April 23, 2020 (issued)

 

   

Issue 400,000 Shares on or before April 23, 2021

 

   

Issue 400,000 Shares on or before April 23, 2022

 

   

Issue 400,000 Shares on or before April 23, 2023

 

   

Issue 1,000,000 Shares successful completion of a pre-feasibility study

On May 9, 2018 the Company announced the signing of a memorandum of understanding (“LANXESS MOU”) with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The LANXESS MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production,

 

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marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The LANXESS MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. The Company has paid an initial US$3,000,000 reservation fee to LANXESS to, locate and interconnect a lithium extraction pilot plant at one of LANXESS processing facilities in south Arkansas, secure access to tail brine produced as part of LANXESS bromine extraction business, and provide logistics and other support as may be required to operate the pilot plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the October MOU (the “TETRA 2nd Option Agreement”). The TETRA 2nd Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, California.

Under the terms of the TETRA 2nd Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 Shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 shares. The cash payments and share issuances will be made to TETRA, which is the underlying owner of the properties.

On July 9, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with vesting terms of 75,000 options at 3 months, 75,000 options at 6 months, 75,000 options at 9 months and 75,000 options at one year. The contract was subsequently terminated on July 1, 2019 and the options were cancelled.

On July 24, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all the stock options vesting immediately on the date of grant.

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

On September 4, 2018, the Company announced the appointment of Robert Cross to its Board of Directors as Non-Executive Chairman. Mr. Cross is an engineer with 25 years of experience as a financier and company builder in the mining and oil & gas sectors. He co-founded and serves as Chairman of B2Gold, a top performing growing gold producer which will achieve almost one million ounces of low cost gold production in 2018. He was also co-founder and Chairman of Bankers Petroleum Ltd., co-founder and Chairman of Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo (1982) and received an MBA from Harvard in 1987.

 

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On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska.

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA.

On November 9, 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet”) with LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation. The Company is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the SmackoverFormation.

Under the LANXESS JV Term Sheet, it is proposed that the parties would form a joint venture in which LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure, and the Company would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on LANXESS’ property, as well as its proprietary extraction processes including all relevant intellectual property rights. It is anticipated that, subject to completion of due diligence, the Company would initially hold a 30% equity interest in the joint venture, with the balance held by LANXESS. Subject to the satisfaction of certain conditions, the Company would have the option to increase its interest in the joint venture to 40%.

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint venture will include options for the Company to participate in project funding on similar terms. In connection with development of the joint venture, it is further contemplated that LANXESS will enter into a supply and distribution arrangement in which all merchant market sales of lithium derived from the joint venture will be distributed by LANXESS. The final terms of the joint venture and any funding and distribution arrangements remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study, etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On November 27, 2018, the Company entered into a share purchase agreement with Craig Johnstone Brown (“Brown”) to acquire all of the issued and outstanding share capital of 2661881 Ontario Limited (“BrownCo”), a company owned by Brown, which holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “ Brown SPA”). As consideration for the transaction, the Company will complete a series of cash payments and Share issuances to Brown totaling $1,050,000 and 1,000,000 Shares. All cash payments and Share issuances are immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the intellectual property owned by BrownCo. In the event the Company does not make any required payments or Share issuances, Brown has the right to re-acquire all of the issued and outstanding share capital of BrownCo, at which point the Company’s obligations to make further payments will cease. The Company completed the acquisition of BrownCo on December 13, 2019.

 

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2019 Developments

On January 28, 2019, the Company announced a maiden resource estimate on the 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas held pursuant to the TETRA 1st Option Agreement (the “TETRA Property”).

On February 28, 2019, the Company filed a technical report in respect of the TETRA Property on SEDAR.

On March 20, 2019 the Company engaged Advisian, the consulting arm of WorleyParsons Canada Services Ltd. (“Worley”) to complete a Preliminary Economic Assessment (“PEA”) of its LANXESS Property in the south-central region of Arkansas, USA.

On June 19, 2019, the Company announced the results of its PEA and updated Mineral Resource estimate on its LANXESS Property in the south-central region of Arkansas, USA. See “Mineral Properties – Arkansas Lithium Project”.

Subsequent Events

On October 15, 2019 the Company announced that the final modules of the Company’s “LiSTR” direct lithium extraction demonstration plant (the “Demonstration Plant”) had been transported to and were currently being installed at the Arkansas Lithium Project.

On October 28, 2019 the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under the Brown SPA. Under the revised agreement, the Company will make (a) a cash payment of $250,000 on or before November 15, 2019 (paid); and (b) a further $250,000 (paid) and the issuance of 500,000 common shares (issued) on or before December 31, 2019. Following completion of the above payments, the Company will have satisfied all payment obligations due and owing with respect to the acquisition of BrownCo.

On December 2, 2019 the Company announced the successful installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas and that the Company’s project team had also installed the site office/control room, the lithium-specific analytical laboratory, and a steel-framed, all-weather structure that allows year-round operation. The project team is currently completing all utility/service connections, as well as brine and reagent supply and disposal lines. The Company anticipates that as soon as these connections are finalised, then Company’s 20 plus person on-site project team will commence the commissioning phase.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at an exercise price of $0.76 for a period of three years with all of the stock options vesting immediately on the date of grant.

 

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Selected Financings

The Company has completed the following financings over the last three completed financial years:

In October 2016, the Company completed a financing in the form of a $750,000 convertible debenture issued by the Company to TY & Sons (the “Debenture”). The Debenture had a term of 24 months, was convertible at a price of $0.25 per Share and $0.50 per Share thereafter, bore interest at a rate of 5% per annum and was subject to a forced conversion provision under certain circumstances.

On January 13, 2017, the Company settled its obligations under the Debenture through the repayment of $720,000 and conversion of the balance of $30,000 into 120,000 Shares.

On January 13, 2017 the Company closed a private placement comprising 20,000,600 Shares issued at a price of $0.25 per Share for gross proceeds of $5,000,150.

On June 22, 2017 the Company closed a private placement comprising 9,894,785 Shares issued at a price of $0.75 per Share for gross proceeds of $7,421,089. The Company paid finder’s fees of $74,841 in cash and issued 590,687 Shares with a fair value of $443,015.

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company (each, a “ Unit”) at a price of $2.10 per Unit, for gross proceeds of $21,656,924 (the “February 2018 Private Placement”). Each Unit consists of one Share and one-half of one Share purchase warrant (each whole warrant, a “Unit Warrant”. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 Shares and granted 721,897 compensation options exercisable for one Unit until February 16, 2020 at an exercise price of $2.10.

On March 21, 2019 the Company closed a bought- deal public offering by way of short form prospectus, comprising 11,390,500 Units at a price of $1.00 per Unit for gross proceeds of $11,390,500 (the “March 2019 Public Offering”). Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, until March 21, 2022.

On April 15, 2019, the Company closed a private placement comprising 426,000 Units at a price of $1.00 per Unit for gross proceeds of $426,000. Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, for a period of three years.

On October 30, 2019 the Company entered into a $5,000,000 loan (the “Loan”) and guarantee agreement with LANXESS. US$3.75 million was advanced to the Company, based on an agreed exchange rate, and will be used in the ongoing development of the Demonstration Plant in southern Arkansas, for the demonstration of the Company’s proprietary process for the extraction of lithium from brine solutions.

The principal amount of the Loan will be convertible at the option of LANXESS at a rate such that for each $0.80 of principal converted, the Lender will receive one Common Share and one-half of a Warrant with an exercise price of $1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, LANXESS would receive 6,251,250 Common Shares and 3,125,625 Warrants. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

 

11


The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that the Company has a positive consolidated operating cash flow, as shown on its financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of LANXESS and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, LANXESS may elect an earlier maturity date on 60 days’ notice to the Company. The Loan is secured by a charge on the shares of MoabSub, VernalSub and 2661881, as well as by a security interest in the tangible and intangible property of the Company and the Subsidiaries.

On February 20, 2020 the Company closed a non-brokered public offering by way of special warrant (each, a “Special Warrant”), comprising 16,140,220 Special Warrants at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165 (the “February 2020 Public Offering”). Each Special Warrant entitles the holder to receive, upon voluntary or deemed exercise, and without payment of additional consideration, one unit of the Company (each, a “Conversion Unit”). Each Conversion Unit consists of one Share and one-half of one share purchase warrant (each, a “Unit Warrant”). Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.00 per Share, subject to adjustment in certain events, until February 20, 2022, subject to accelerated expiry in certain circumstances. Each Special Warrant will be deemed exercised on the date that is two business days following the earlier of: (i) the date that is four months and one day from completion of the February 2020 Public Offering; or (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities for a final prospectus qualifying distribution of the Conversion Units. The Company will use its commercially reasonable efforts to obtain a receipt from the securities commissions for a final prospectus qualifying the distribution of the Conversion Units, upon exercise of the special warrants, on or before March 6, 2020.

DESCRIPTION OF THE BUSINESS

Background

The Company was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to thecontinuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company was formerly in the oil and gas business, but changed its focus during the 2016 fiscal year. The Company is currently focusing on acquiring and developing lithium brine projects in the USA.

The Company has two main project locations: (i) the Arkansas Lithium Project; and (ii) the California Lithium Project; these are summarised below.

 

12


Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest. The first is pursuant to the TETRA 1st Option Agreement to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000 net acres of brine leases and deeds located in Columbia and Lafayette Counties, Arkansas. The second is pursuant to the LANXESS MOU and subsequent LANXESS JV Term Sheet, regarding the testing and proving of commercial viability of lithium extraction from brine that is produced as part of LANXESS’ bromine extraction business at its three facilities in Union County, southern Arkansas. The terms and conditions of the three agreements are described above in the previous section.

All of the Company’s activities in southern Arkansas relate to brine leases that overlie the Smackover Formation in a region with a long history of commercial scale brine processing. Historical published brine data and current unpublished brine data from within and adjacent to the Company’s area of activities lead the Company to believe that lithium-bearing brines are likely present throughout underlying the project area.

The TETRA lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Company’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine- bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018, the Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

On November 14, 2018, the Company announced a maiden inferred resource of 3,086,000 tones lithium carbonate equivalent at its Arkansas Lithium Project. The resource is defined across a total footprint of approximately 150,000 acres, which is comprised over 10,000 separate brine leases.

With respect to the LANXESS MOU and LANXESS JV Term Sheet, the Company is undertaking mini-pilot scale process work, using tail brine collected from operating facilities in Southern Arkansas. This work is being conducted in order to assist the design of a full-scale, continuously operated pilot plant. The Company has a contract with Zeton Inc. (“Zeton”) to build the “LiSTR” direct lithium extraction Demonstration Plant. The Demonstration Plant was constructed by Zeton in three phases and the final modules of the Company’s “LiSTR” direct lithium extraction Demonstration Plant have been transported to and installed at LANXESS’ South Plant facility in southern Arkansas. Final assembly and initial QA/QC testing of the Demonstration Plant was completed in early October, 2019.The Demonstration Plant is designed to continuously process an input tailbrine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the LANXESS South Plant facility in southern Arkansas (the “LANXESS South Plant”), which is equivalent to an annual production of between 100- 150 tonnes per annum Lithium Carbonate Equivalent (“LCE”). The Demonstration Plant is based on the Company’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from LANXESS’ tailbrine.

 

13


It is a matter of public record that LANXESS operates approximately 150,000 acres of brine leases in Southern Arkansas via three unitised areas. The Company has recently completed a PEA and updated Mineral Resource estimate for this project, and details regarding this are provided in the Mineral Properties section below.

California Lithium Project

See “Mineral Properties – California Lithium Project” below for information on the California Lithium Project.

Lithium Brine Processing Project

The Company has engaged several third parties to perform brine processing testing on bulk brine samples gathered from the Company’s projects. Work is being completed on three main fronts: (i) pre-treating the Company’s brines using modern filtration technologies; (ii) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; and (iii) purifying and crystallisation of concentrated lithium solutions to produce battery-grade lithium products. Much of the work is being completed with available off-the-shelf technology widely available and used in the water and wastewater processing industries; some is being performed with third party technology developed and protected by IP held by non-affiliated vendors and OEMs; and some is novel technology where IP is being developed and held by the Company and/or a technical advisor to the Company. This work is ongoing.

Other

The Company is continuing to review its options with respect to the current and other prospective properties.

Specialized Skills and Knowledge

Successful exploration, development and operation of the Company’s lithium projects will require access to personnel in a wide variety of disciplines, including geologists, geophysicists, engineers, drillers, managers, project managers, accounting, financial and administrative staff, and others. Since the project locations are also in jurisdictions familiar with and friendly to resource extraction, management believes that the Company’s access to the skills and experience needed for success is sufficient.

Competitive Conditions

The Company’s activities are directed towards the exploration, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts, and the Company may not be able to successfully raise funds required for any such capital investment. See “Risk Factors – Competition” below.

 

14


Business Cycles

Mining is a cyclical industry and commodity prices fluctuate according to global economic trends and conditions. See “Risk Factors – Risk Related to the Cyclical Nature of the Mining Business” below.

Environmental Protection

Our exploration and development activities, as applicable, are subject to various levels of federal, provincial, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

Employees

As of the date of this AIF, the Company did not have any employees and the services of CEO, CFO and President and COO were provided by contractors.

Reorganizations

There have been no corporate reorganizations of the Company.

 

15


MINERAL PROPERTIES

Arkansas Lithium Project

Please refer to the technical report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019 (the “Resource Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

   

Project Description and Location;

 

   

Accessibility, Climate, Local Resources, Infrastructure and Physiography;

 

   

History;

 

   

Geological Setting and Mineralization;

 

   

Deposit Types;

 

   

Exploration;

 

   

Drilling;

 

   

Sample Preparation, Analyses and Security;

 

   

Data Verification;

 

   

Mineral Processing and Metallurgical Testing;

 

   

Mineral Resource Estimates;

 

   

Mining Methods;

 

   

Recovery Methods;

 

   

Infrastructure;

 

   

Market Studies and Contracts;

 

   

Environmental Studies, Permitting and Social or Community Impact;

 

   

Capital and Operating Costs;

 

   

Economic Analysis;

 

   

Adjacent Properties;

 

   

Other Relevant Data and Information;

 

   

Interpretations and Conclusions; and

 

   

Recommendations.

The following is the extracted summary section from the Resource Report, prepared by a multi-disciplinary team of Qualified Persons (“QPs”) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX”), Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O.

The Resource Report is incorporated by reference herein and for full technical details, the complete text of the Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Resource Report and is qualified in its entirety with reference to the full text of the Resource Report. Readers should read this summary in conjunction with the Resource Report.

 

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Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, Arkansas, United States. The southern and western edges of the LANXESS Property border the State of Louisiana (LA) and Columbia County, respectively. The LANXESS Property encompasses Townships 16- 19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The LANXESS Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by LANXESS, a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the Arkansas Oil and Gas Commission. The land package, which is indicated on Figure 4-2 of the Resource Report, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

 

   

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

 

   

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

 

   

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors of the Resource Report reclassified the LANXESS lithium-brine (“ Li-Brine”) Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the Resource Report.

The average lithium concentration used in the resource calculation is 168 mg/L lithium (“Li”).

Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (“LCE”) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

 

17


Recovery Method and Mineral Processing

The Company’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product - lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results. Readers are cautioned that statements relating to the production process and recovery are based on using a processing technology that has not yet been commercially-proven and there is a risk that actual results, performance, prospects and opportunities could differ materially from those expressed or implied by such forward-looking information.

Mineral Processing and Metallurgical Testing

The Company is continuing the development of a processing route to produce battery-quality lithium chemicals from brine at the Company’s LANXESS Property. The immediate goal of the past and ongoing work is to define the process and engineering parameters required to design and operate a demonstration-scale integrated plant at the LANXESS Property. The objective of the demonstration plant is to further confirm the operating conditions and design criteria for the full-scale commercial plant, which will be operated at the same site using the same tail-brine feed. It will also enable the examination of some processing options and the optimization of key processing parameters.

Lithium Extraction Mini-Pilot Testing

The bench-scale lithium extraction process equipment, as discussed in the Resource Report, was scaled up by a suitable scaling factor, and was reconstructed at SGS Lakefield Ontario laboratory. The principal purpose of the mini-pilot plant work was to better understand the continuous solid/liquid handling aspects of the process in order to complete the design of the Demonstration Plant.

The brine was used in the mini-pilot plant at ambient temperature, without any prior filtration or pre-treatment. The mini-pilot plant campaign operated during March 2019, and ran continuously for three weeks, 112 hours per week, with only short stoppages to address mechanical issues and to change operating conditions. For the first two weeks, one adsorbent sample was used. This was replaced with a second sample that was tested in the third campaign week. The continuous circuit operated at a feed flowrate of 240 L per hour. This would have required a very large volume of brine to be transported and then disposed of; therefore, initially, lithium chloride, via a master solution, was added to the produced barren brine, which was then recirculated to the loading reactor. For the final shifts in the campaign, fresh feed brine was processed on a

 

18


once-through basis, as would be the case in the on-site operations. Both sodium hydroxide and aqueous ammonia were successfully tested as pH control reagents.

Lithium Chloride Conversion Testing

The concentrated lithium chloride solution, from the stripping stage, undergoes removal of residual hardness (low levels of residual alkali and alkaline earth metals) using industry standard purification methods to produce a high-purity lithium chloride solution. The purified lithium chloride solution produced by polishing is suitable for application of the industry-standard carbonation process. Typically, this involves adding soda-ash (sodium carbonate) to the lithium chloride solution. Heating reduces the solubility of the precipitated lithium carbonate, which is subsequently removed by filtration. The lithium carbonate is further purified through several stages, including further carbonation, bicarbonation and hot washing, followed by sizing, drying and packing, to produce a saleable lithium carbonate product meeting the offtake partner’s specifications. These final product preparation steps are analogous to those currently used in operating lithium brine projects and are typically carried out using equipment and processes provided by Vendors/Original Equipment Manufacturers (OEMs) familiar with the application.

The batch crystallization and purification process was developed by the lithium industry in the 1960s, and was designed for end-uses that did not require very high purities. The global growth in use of lithium chemicals is based predominantly on the adoption of lithium ion batteries, and these end-uses typically require more exacting purity targets.

In order to assess whether alternative crystallization techniques may be helpful in reaching higher levels of purity, the Company is also in the process of examining an alternative precipitation technology with fewer purification steps. As previously announced, the Company has been involved in testing a novel continuous crystallization process. This work has been completed in collaboration with researchers from the University of British Columbia (“UBC”), specifically Professor Jason Hein. This new process, which has been dubbed ‘SiFT’, has the advantage over the conventional purification route in that it can start off with a contaminated (with elements like calcium and magnesium) lithium chloride solution and produce high grade lithium carbonate in fewer process steps and with reduced chemical additions.

Conclusions

The purpose of the continuously-operating Demonstration Plant will be to establish process robustness and to evaluate long-term adsorbent life, while further optimizing operating conditions. Most of the design parameters for the Demonstration Plant have been developed from the bench and mini-pilot plant testing and the Demonstration Plant will further define the design parameters and expected capital and operating costs for the commercial operation.

Capital and Operating Cost Estimate

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

 

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The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 1 CAPEX Summary

 

Stage of Development

  

Description

   Cost (US$)  

Phase 1

   South Lithium Chloride Plant      106,886,000  
   Central Lithium Carbonate Plant – Train No 1      27,711,000  
   Pipelines      2,340,000  
   Contingency 25%      34,234,000  
  

Phase 1 Subtotal

     171,171,000  

Phase 2

   West Lithium Chloride Plant      99,393,000  
   Central Lithium Carbonate Plant – Train No 2      25,769,000  
   Pipelines      3,780,000  
   Contingency 25%      32,236,000  
  

Phase 2 Subtotal

     161,178,000  

Phase 3

   Central Lithium Chloride Plant      66,589,000  
   Central Lithium Carbonate Plant – Train No 3      17,261,000  
   Contingency 25%      20,963,000  
  

Phase 3 Subtotal

     104,813,000  
     

 

 

 
  

CAPEX TOTAL

     437,162,000  
     

 

 

 

 

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OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 1-2.

Table.-2 Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  
  

 

 

    

 

 

    

 

 

 

Subtotal

     40,953,000        74,326,000        87,849,000  
  

 

 

    

 

 

    

 

 

 

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

Note: OPEX per one metric tonne of production is US$4,319.

 

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Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 1-3.

Table -3 Economic Evaluation - Case 1 (Base Case) Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  
  

 

 

    

 

 

    

 

 

 

Subtotal

     40,953,000        74,326,000        87,849,000  
  

 

 

    

 

 

    

 

 

 

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

 

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Post-Tax Sensitivity Analysis

The sensitivity analysis at discount rate of 8% indicates that the project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

   

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of NPV by +/- 43% and value of IRR by +/-32%.

 

   

The project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of IRR by +/-10%.

 

   

The project economics are relatively insensitive to the increase or decrease of CAPEX. A change in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

   

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

Conclusions and Recommendations

Key Study Conclusions

 

   

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

   

The results of the geological evaluation and resource estimates for the preliminary economic assessment of the LANXESS Property justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

   

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the LANXESS Property.

 

   

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

   

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

   

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the project.

 

   

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Key Study Recommendations

 

   

The LANXESS Li-brine mineral resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

   

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the mineral resource estimate calculation.

 

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The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

   

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

   

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

   

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

California Lithium Project

Please refer to the technical report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA” dated September 13, 2016 with an effective date of September 13, 2016 (the “Technical Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

   

Project Description and Location;

 

   

Accessibility;

 

   

History;

 

   

Geological Settling and Mineralization;

 

   

Deposit Types;

 

   

Exploration;

 

   

Drilling;

 

   

Sample Preparation, Analyses and Security; and

 

   

Data Verification.

The following is the extracted summary section from the Technical Report prepared by William Feyerabend, a “qualified person” and “independent” as such terms are defined in NI 43- 101 and is subject to any updated information contained elsewhere in this AIF. The Technical Report is incorporated by reference herein and for full technical details, reference should be made to the complete text of the Technical Report. Note that the Technical Report was based on an assessment of only the approximately 4,000 acres of BDL claims that The Company used to gain an initial position in the Bristol Dry Lake area. Several commercial transactions were completed subsequent to this initial Technical Report, and therefore information gathered as part of those transactions could not be incorporated into the initial Technical Report.

The following summary does not purport to be, and is not a complete summary of the California Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Technical Report and is qualified in its entirety with reference to the full text of the Technical Report. Readers should read this summary in conjunction with the Technical Report.

Introduction

At the request of the Company, William Feyerabend was retained to prepare the Technical Report specific to the standards dictated by NI 43-101 and Form 43-101F (Standards of Disclosure for Mineral Projects) with respect to the California Lithium Project located in San Bernardino County, California.

 

24


The Technical Report summarizes the results of previous work available in professional publications. That work included various levels of regional and detailed geology and historic drilling by the US Geological Survey.

Historic drilling cannot be field checked from the surface. However, the field examination did confirm claim posts and documents belonging to the BLD groups and geologic evidence that can be interpreted as showing mineral-laden springs have flowed onto the Bristol Lake surface.

This following uses a combination of metric and United States customary units. US dollars are used for budgeting. Canadian dollars as required by legal agreements are designated as such.

Project Description, Location and Access

The California Lithium Property is located in San Bernardino County, California (Figure 1) approximately 150 miles east-northeast of Los Angeles and next to Amboy, a populated place which used to be a popular stop on Highway 66 before it was bypassed by Interstate 40. The nearest commercial centers via I40 are at Barstow 80 miles west and Needles 75 miles east.

Figure 1: Location Map

 

LOGO

The California Lithium Property’s 55 (fifty five) unpatented placer mining claims are located in Sections 3 and 4, T. 4 N., R. 13 E.; Sections 4, 8, 9, 10, 17 and 25, T. 5 N., R. 12 E., and Sections 30, 31 and 32, T. 5 N., R. 13 E., SBBM (Figures 3, 4 and 5). The central claim latitude/longitude coordinates are approximately N34o51’, W115o71’. The claims are located on Bristol Dry Lake adjacent to Amboy, California.

 

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Figure 3: Claims BLD 1 thru 16

 

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Figure 4: Claims BLD 41 thru 63

 

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Figure 5: Claims BLD 64 thru 79

 

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The claims cover a total of approximately 4,020 acres on Federal land. They are listed on Table 1 from BLM interactive website LR2000 records.

Table 1: BLD Claims

 

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The BLD claims are located on Federal lands controlled by the Bureau of Land Management. As public lands, there is free right of access within the restrictions of special land designations. Both surface and mineral rights are held by the Federal government.

Online records of the San Bernardino County Recorder’s office include Location and Intent to Hold documents for the BLD claims. The BLM website LR2000 (https://rptapp.blm.gov/report_filter.cfm0) shows the claims are in the system, have been assigned CAMC numbers and assessment has been paid for 2017. The claims are ‘active’ which means that the documentation has been filed as required.

See “General Development of the Business – Three Year History – 2016 Developments” above for information on the Option for the California Lithium Project and the Option Purchase Agreement with Ty and Sons.

There are no other known royalties, back-in-payments or other agreements and encumbrances to which the California Lithium Property is subject.

To the best of the author’s knowledge, there are no known environmental liabilities to which the California Lithium Property specifically is subject. To the best of the author’s knowledge, there are no other significant factors and risks that may affect access, title, or the right or ability to perform work on the property.

The designated place of Amboy adjoins Bristol Dry Lake and has paved connections to the west and east on historic route 66 and to the south to Twentynine Palms. Reasonable networks of graded and rough roads cross the desert, although there are now restrictions on off-road travel. Access routes need to be established with the Bureau of Land Management.

History

Salt production from Bristol Lake has a long history. There has been some drilling on the playa as part of academic and assessment programs. Most data acquisition was directed to sedimentology and water saline chemistry, but there are four historical lithium analyses cited in Calzia (1991) from two USGS drill holes (Figure 16). Lithium ranges cited by Garrett (2004) are slightly different - 68 to 104 ppm Li.

 

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Figure 16: Historic Drill Holes and Lithium Analyses

 

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At the time of drilling, those ranges of lithium concentrations were of academic interest. While the lithium numbers of 71 – 110 mg/L (ppm) are now of interest, the methods of sampling and analyses are not known, so the results are historical only.

Two core holes, Bristol 1 and Bristol 2, were drilled in 1953 as part of the U. S. Geological Survey program to study saline deposits in the Mojave Desert. Detailed logging (Bassett et all, 1959) logged dense clays alternating with salt beds. There were seven salt beds greater than five feet thick. The principal production bed is 8 feet deep and the next salt bed is at 153 feet. The clays are commonly silty or sandy and there is a one inch white volcanic crystal tuff at 720 feet, again showing some volcanic activity as the basin developed. Bristol Lake salt brines were used for drilling and there were no analyses of fluids in that program.

Geological Setting and Mineralization

The Mojave Desert (Glazner, Alan F. et al, 2002) for these purposes is defined as that area bounded to the west by the northwest projection of the general trace of the San Andreas Fault, to the north by the Garlock Fault, to the east by the Colorado River and to the south byMexico.

Thru the Paleozoic (i.e. until 251 million years ago), the area was generally on the hinge-line between carbonate deposition similar to today’s Caribbean and sands, silts and clays deposited further in the ocean basin similar to offshore California or Virginia. Intermediate composition volcanism, intrusions and compressional (thrust) faulting with a mix of marine and continental sediments began in the latest Paleozoic and continued thru the end of the Mesozoic Era at 66 million years ago. There followed erosion with very few preserved rocks until about 25 million years ago during latest Oligocene Epoch when the geologic forces changed to extension. The Mojave Desert has extensive volcanic and sedimentary rocks resulting from this change which are preserved in valleys formed by the pull-apart nature of extensional faulting. Extension ceased about 18 million years ago and faulting changed to lateral slip movement sympathetic to the San Andreas and Garlock faults. That faulting created the northwest pattern of mountains and valleys.

 

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Lateral slip faulting generally does not significantly increase vertical ranges between highs and lows. Vertical stability allowed erosion to whittle back the mountains to make the characteristic broad apron of gravels with only the mountain cores poking up. This gives the Mojave Desert its characteristic erosionally “mature” appearance.

The northwest-southeast trending valleys created by this structural framework which are of concern to this report are at Bristol Lake and Cadiz Valley, which are separated by a very slight divide.

The rocks exposed in the mountains surrounding the National Chloride Property are a mix of Precambrian metamorphic rocks, Paleozoic carbonate and siliciclastic sediments and Mesozoic intrusive rocks of granitic to intermediate composition (Figure 20). Unless there is some more specific information about a particular rock unit, these rocks are probably of about normal crustal lithium abundance or slightly enriched in the case of granites. There is nothing in the regional geologic formations to make Bristol or Cadiz Valley stand out and one fully expects only the common occurrence of sodium and calcium salts from evaporation in an enclosed basin.

Figure 20: Surrounding Geology

 

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The Bristol- Cadiz target area is at the southeast end of a volcanic trend dating from the change in the Mojave region to extensional tectonics. With the exception of the recent Amboy crater and flow, the volcanics outcrop as small flows and dikes which follow the northwest structural grain of the Mojave Desert geology.

 

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In this tectonic and volcanic setting, a mineralizing system under Bristol Lake which sourced lithium is reasonable. There are also some Miocene sediments exposed with those volcanic rocks, which implies that there has not been a lot of subsidence in the basin since that time. Older basin fill sediments also outcrop in the Bristol Lake area which, with the Miocene sediments, show there has not been a tremendous amount of subsidence in the area for millions of years. There are many areas of the West where extreme extension has created valleys thousands of feet deep where today’s gravels bury yesterday’s gravels and any target is at extreme depth. A stable basin can accumulate fluids and maintain them within reasonable drilling depth. In this sense Bristol Lake is also similar to Clayton Valley, NV. Rosen (2000) from a regional Bougher gravity survey estimated the total depth of the basin to be only 680 meters.

The porosity of geologic units is very important in determining the potential for hosting brine deposits. Enclosed basins with playas have a general pattern of porous coarse gravels and sandstones at the margins grading towards dense clays at the center. In detail, the pattern is complicated by such factors as bedrock types, rainfall, drainages and presence of a lake which are impossible to predict in detail and need to be drill tested to understand. Howard (2002) mapped a ring around the southern half of Bristol Lake and a point at the northern tip of Cadiz Valley as having gypsum with celestite, a blue strontium sulfate mineral. The field exam did not find celestite, but did find scattered gypsum rosettes on the southwest side of the Bristol Lake and scattered gypsum flakes and chalcedonic quartz pea gravel on the southern and southeastern edge.

They are so scattered that no sample was taken because of the time to collect sufficient material, but their occurrence with more sandy material than elsewhere on the clay playa and only along the southern edge suggests they an earlier feature which has been reworked by playa waters and covered to the north by recent clays. The presence of gypsum is not unusual in an enclosed basin, but celestite and chalcedonic quartz are rare and suggest a more complicated geologic history. While not the only possible explanation, they could certainly be products of a time when mineral-laden springs flowed onto the lake.

It is very important to understand the concept of brines hosted in basin sediments because it determines and explains why placer claims are the correct claim type to stake and produce lithium brines from valley sediment fill while lode claims are correct for lithium contained within ‘hard rocks’ such as pegmatites. The production history and case law of lithium brine production is built upon placer claims.

Deposit Types

The appropriate model to apply to the National Chloride Property is the Clayton Valley, NV model of lithium brine occurrences in enclosed basin sediments.

Exploration

There has been no relevant exploration work conducted on behalf of the Company.

 

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Drilling

There is only historic drilling on the claim block to test the potential of lithium brines at depth.

Sampling Preparation, Analysis and Security

No samples were taken during the field examination. No surface materials were found which could reasonably reflect the proposed mineralizing system at depth.

Data Verification

The Author spent the day of August 21, 2016 making the field inspection, driving around the playa perimeter and entering onto it at multiple points.

The proposed model for Bristol Lake is of near surface salts derived from normal weathering and erosion of surrounding mountains underlain by lithium-bearing fluids sourced from a hydrothermal system operating under the lake basin. As such, there is no surface sampling which can reflect the lithium target at depth. However the field examination did find the tiny pieces of gypsum and chalcedonic quartz which may be interpreted as products of past mineral springs flowing onto the lake. Those materials were not sampled because of time constraints to collecting tiny pieces into sufficient material for analyses plus the question of exact interpretation of whatever the analyses would be. The field examination did find posts with BLD documents as required by law.

The value to the property is developed from geological logic and historic drilling by the USGS. The drilling cannot be tested from the surface, but the presence of the claim posts with documents and the presence of geological indications of mineral-laden hot springs were shown from the field verification examination. Those, in the Author’s opinion, are adequate for the purposes of this technical report.

Subsequent Exploration, Development, and Production

Following the initial Technical Report for the California Lithium Project (brief summary provided above), and subsequent to the various transactions that allowed the Company to access and explore most parts of the Bristol Dry Lake Playa (see “General Development of the Business – Three Year History” for descriptions of the various commercial agreements established for the overall property), the Company has completed several phases of exploration and process testing work. These have consisted of the following:

 

   

Gravity geophysical surveys of both Bristol Dry Lake and Cadiz Dry Lake (see news releases filed on Company’s SEDAR profile dated June 05, 2017 and April 19, 2018). These surveys have highlighted the presence of two deep, infilled basins at the two project sites. At Bristol Dry Lake, the survey showed that the basin was up to two times deeper than previously understood, with a maximum depth of up to 1.2 km beneath the Project area. At Cadiz Dry Lake, the survey showed a maximum depth of just over 0.7 km beneath the Project area.

 

   

CSAMT/MT geophysical surveys of Bristol Dry Lake (see news release filed on Company’s SEDAR profile dated August 08, 2017). This survey highlighted the presence of extensive low resistivity zones beneath the Bristol Dry Lake Project, suggesting that lithium brines are present beneath almost all of Standard’s claims. In addition, the survey

 

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showed extremely low resistivity values (less than 1 ohm-metre), likely correlating with high concentration brines, and also that brines extend south and eastwards across the basin, into areas that are not currently used for brine harvesting activities.

 

   

Excavation of surface pits across the property with a backhoe, combined with initial evaporation pond work (see news release filed on Company’s SEDAR profile dated October 10, 2017 and December 11, 2017). Initial grab sampling of very shallow (1.5 to 6 m depth) brines across the property showed an average lithium concentration of 146 mg/L. These brines were pumped into shallow, plastic-lined ponds, were concentrated via passive solar evaporation for a period of four weeks, and yielded final brines with an average lithium concentration of 686 mg/L.

 

   

Sampling of production wells from Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated October 30, 2017). Grab samples taken from active brine production wells on the Cadiz Dry Lake Project yielded lithium concentrations between 112 to 139 mg/L.

 

   

Initial sampling and exploratory drilling work at Bristol Dry Lake and Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated December 11, 2017 and June20, 2018). Four exploration boreholes were drilled at Bristol Dry Lake in Q4 of 2017, and reached a maximum depth of 1,195 ft (364 m). Two additional exploratory boreholes were drilled at Bristol in the first half of 2018 (making six in total), and a seventh well was commenced and then subsequently completed in such a manner that it can be re-entered easily.

 

   

Numerous brine samples have been collected across the two properties, and elevated lithium concentrations have been noted in all samples collected from exploration boreholes in Bristol Dry Lake, and from production wells in Cadiz Dry Lake. These data have not been published to date but will be released in a technical report for the Property(ies) in the future. Lithium concentrations are consistent with historical data (see Feyeraband 2016 report) and with grab samples as described above. Additional rounds of evaporation pond process testing work have also been completed and these are similarly consistent with the initial data as described above.

RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties, the California Lithium Project and the Arkansas Lithium Project. Additional risk factors may be included in the Technical Report or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results of operations, plans and prospects.

 

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Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors, but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited, and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and other personnel. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will incur substantial capital expenditures for the continued exploration and development of its projects in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs and process studies. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares and could impair the Company’s ability to raise capital through future sales of Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at the Company’s projects. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Development of the Arkansas Lithium Project

The Company’s business strategy depends in large part on developing the Arkansas Lithium Project into a commercially viable mine. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly volatile; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of Mineral Resources and Mineral Reserves, environmental protection and capital and operating cost requirements. The capital expenditures and time

 

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required to develop the three phases of the Arkansas Lithium Project are significant and the Company has not yet secured funding that it believes will be sufficient to cover its share of capital expenditure obligations for the first stage of development of the Arkansas Lithium Project. Accordingly, there can be no assurance that the Company will ever develop this project. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted, such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades and in the analysis of the economic viability of future mine development and mineral extraction. Until actually extracted and processed, the quantity of lithium reserves and grade must be considered as estimates only. In addition, the quantity of reserves and resources may vary depending on commodity prices and various technical and economic assumptions. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small-scale laboratory tests or pilot plants will be duplicated in larger scale tests under on-site conditions or during production. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or,

 

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regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action. These factors could all have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Construction Risks

As a result of the substantial expenditures involved in development projects, developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of the Company. These include, but are not limited to, weather conditions, ground conditions, performance of the mining fleet and availability of appropriate rock and other material required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce.

Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline to obtain these government approvals is often beyond the control of the Company. A delay in start-up or commercial production would increase capital costs and delay receipt of revenues.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material.

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

 

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Commodity Price Fluctuations

The prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Shares

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Share price is also likely to be significantly affected by delays experienced in progressing with development plans, a decrease in investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in the Company’s quarterly and annual financial statements. Other factors unrelated to performance that could have an effect on the price of the Shares include the following:

 

  (a)

the trading volume and general market interest in the Shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

  (b)

the size of the public float in the Shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these or other factors, the market price of the Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation has been brought against companies following years of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Cost Estimates

The Company prepares estimates of operating costs and/or capital costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including royalties, the price of lithium and by-product metals and the cost of inputs used in exploration activities.

The Company’s actual costs may vary from estimates for a variety of reasons, including labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Future Share Issuances May Affect the Market Price of the Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Shares or the issuance of debt instruments or other securities convertible into Shares. The Company cannot predict the size of future issuances of Shares or the issuance of debt

 

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instruments or other securities convertible into Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which began in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, the terms that are available to the Company. In the longer term, these factors, combined with the Company’s financial position could have important consequences, including the following:

 

  (a)

increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

  (b)

limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

  (c)

limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

  (d)

placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.

Issuance of Debt

From time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service any future debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Financing Risks

The Company’s development and exploration activities may require additional external financing. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company. Furthermore, if the Company raises additional capital by offering equity securities or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production of any or all of the Company’s mineral properties. The cost and terms of such financing may significantly reduce the expected benefits from new developments or render such developments uneconomic.

 

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Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of properties, such as the properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular year or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company, including delays and cost increases in the advancement of the Company’s projects.

Permitting

The Company’s operations, development projects and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “permits”) from appropriate governmental authorities. Before any development on any of its properties the Company must receive numerous permits, and continued operations at the Company’s mines is also dependent on maintaining, complying with and renewing required permits or obtaining additional permits.

The Company may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore and develop its properties, commence construction or operation of

 

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mining facilities and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for the Company’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new legislation. It is possible that previously issued permits may become suspended or revoked for a variety of reasons, including through government or courtaction.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Title Claims and First Nations Rights

The Company has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights in relation to lands covering the projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties.

Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate its mining properties and its projects or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects.

Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities.

Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in any jurisdictions in which title or other rights are claimed by First Nations and other indigenous peoples, and may affect the timetable and costs of

 

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development and operation of mineral properties in these jurisdictions. The risk of unforeseen title claims by indigenous peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Community Relations and License to Operate

The Company’s relationship with the host communities where it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“ NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or the Company’s exploration or development activities specifically, could have an adverse effect on the Company’s reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, which could have a material adverse impact on the Company’s results of operations, financial condition and prospects. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Acquisition and Integration Risks

As part of its business strategy, the Company has sought and will continue to seek new operating, development and exploration opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, if at all, or that any acquisition or business arrangement completed will ultimately benefit its business. Such acquisitions may be significant in size, may change the scale of the Company’s business and may expose the Company to new geographic, political, operating, financial or geological risks. Further, any acquisition the Company makes will require a significant amount of time and attention of the Company’s management, as well as resources that otherwise could be spent on the operation and development of the Company’s existing business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to realize anticipated synergies and maximize the Company’s financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing

 

41


shareholders to suffer dilution. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that it will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition, and operating results. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration

 

42


and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation.

The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Decommissioning and Reclamation

Environmental regulators are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulators. The Company’s ability to advance its projects could be adversely affected by any inability on its part to obtain or maintain the required financial assurances.

Dividends

The Company has never paid cash dividends on our Shares, and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of our business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Company’s Board of Directors (the “Board” or “Board of Directors”) and will depend on a number of factors, including future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on their investment in the Shares for the foreseeable future.

Time and Cost Estimates

Actual time and costs may vary significantly from estimates for a variety of reasons, both within and beyond the control of the Company. Failure to achieve time estimates and significant increases in costs may adversely affect the Company’s ability to continue exploration, develop the

 

43


Company’s projects and ultimately generate sufficient cash flows. There is no assurance that the Company’s estimates of time and costs will be achievable.

Consumables Availability and Costs

The Company’s planned exploration, development and operating activities, including the profitability thereof, will continue to be affected by the availability and costs of consumables used in connection with the Company’s activities. Of significance, this may include concrete, steel, copper, piping, diesel fuel and electricity. Other inputs such as labor, consultant fees and equipment components are also subject to availability and cost volatility. If inputs are unavailable at reasonable costs, this may delay or indefinitely postpone planned activities. Furthermore, many of the consumables and specialized equipment used in exploration, development and operating activities are subject to significant volatility. There is no assurance that consumables will be available at all or at reasonable costs.

Mineral Resource Uncertainties

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations.

There can be no assurances that any of the mineral resources stated in this AIF or published technical reports of the Company will be realized. Until a deposit is actually extracted and processed, the quantity of mineral resources or reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or reserves. In addition, there is no assurance that mineral recoveries in limited, small scale laboratory tests or pilot plants will be duplicated by larger scale tests or during production. Fluctuations in lithium prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or reserves could have a material adverse effect on the Company.

Lithium Demand

Lithium is considered an industrial mineral and the sales prices for the different lithium compounds are not public. Lithium is not a traded commodity like base and precious metals. Sales agreements are negotiated on an individual and private basis with each different end-user. Therefore, it is possible that the sales prices used in the Resource Report will be different than the actual prices at which the Company is able to sell its lithium compounds. In addition, there are a limited number of producers of lithium compounds and it is possible that these existing producers will try to prevent newcomers from entering the chain of supply by increasing their production capacity and lowering sales prices. Factors such as foreign currency fluctuation, supply and demand, industrial disruption and actual lithium market sale prices could have an adverse impact on operating costs and stock market prices and on the Company’s ability to fund its activities. In each case, the economics of the Arkansas Lithium Project could be materially adversely affected, even to the point of being rendered uneconomic.

 

44


Global Financial Conditions

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on the Company’s liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on the Company’s business.

COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

 

45


Competition

The Company faces strong competition from other mining companies in connection with the identification and acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to identify, maintain or acquire attractive mining properties on acceptable terms or at all. Consequently, the Company’s prospects, revenues, operations and financial condition could be materially adversely affected.

Taxation

The Company is affected by the tax regimes of various local, regional and national authorities. Revenues, expenditures, income, investments, land use, intercompany transactions and all other business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments and penalties that may be imposed.

 

46


DIVIDENDS AND DISTRIBUTIONS

The Company has not, for any of the three most recently completed financial years or its current financial year, declared or paid any dividends on our Common Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, we anticipate that we will not pay dividends but will retain future earnings and other cash resources for the operation and development of our business. The payment of dividends in the future will depend on our earnings, if any, our financial condition and such other factors as our directors consider appropriate.

CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares (“Preferred Shares”), without par value. As of the date of this AIF, 88,094,076 Shares were issued and outstanding and there were no Preferred Shares issued and outstanding. In addition, as of the date of this AIF, there were 8,747,681 incentive stock options (“Options”), 721,897 compensation options,14,886,996 Warrants, and 16,140,220 Special Warrants outstanding.

Holders of Shares are entitled to receive notice of any meeting of shareholders of the Company, to attend and to cast one vote per Share at such meetings. Holders of Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis, the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority. The Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

MARKET FOR SECURITIES

Trading Price and Volume

The Shares are listed for trading on the TSXV under the trading symbol “SLL”.

The following table sets forth the high and low prices and total monthly volume of the Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

 

Period(1)

   High      Low      Total Volume  

January 2018

     2.610        2.140        5,943,173  

February 2018

     2.470        1.860        4,272,909  

March 2018

     2.350        1.640        2,428,249  

April 2018

     1.880        1.350        2,669,914  

May 2018

     1.820        1.160        2,822,863  

June 2018

     1.560        1.060        2,794,223  

July 2018

     1.400        1.020        3,137,357  

August 2018

     1.420        0.800        4,207,968  

September 2018

     1.690        1.060        3,254,500  

October 2018

     1.770        1.180        2,812,389  

 

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Period(1)

   High      Low      Total Volume  

November 2018

     1.530        1.120        2,012,751  

December 2018

     1.240        0.830        1,176,613  

January 2019

     1.320        0.920        2,031,661  

February 2019

     1.440        0.940        3,253,940  

March 2019

     1.000        0.790        4,037,379  

April 2019

     0.990        0.830        2,449,228  

May 2019

     0.880        0.670        2,163,695  

June 2019

     1.000        0.720        1,883,066  

Notes:

 

(1)

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

Prior Sales

The Company issued the following securities during the most recently completed financial year and the current financial year:

 

Date

   Class of Security      Amount Issued     Issue Price  

June 13, 2019

     Options        150,000 (1)    $ 1.00  

April 10, 2019

     Warrants        213,000 (2)    $ 1.30  

April 1, 2019

     Options        750,000 (3)    $ 1.00  

March 21, 2019

     Warrants        5,695,250 (4)    $ 1.30  

March 21, 2019

     Warrants        797,336 (4)    $ 1.00  

September 4, 2018

     Options        2,000,000 (5)    $ 1.40  

July 23, 2018

     Options        150,000 (6)    $ 1.03  

July 9, 2018

     Options        300,000 (7)    $ 1.21  

Notes:

 

(1)

Issued to a Consultant.

(2)

Issued in connection with the April 2019 Public Offering.

(3)

Issued to Consultants.

(4)

Issued in connection with the March 2019 Public Offering.

(5)

Issued to Directors, Management and Consultants.

(6)

Issued to a Consultant.

(7)

Issued to a Consultant.

Subsequent to June 30, 2019, the Company issued the following securities:

 

Date

   Class of Security      Amount Issued     Issue Price  

March 9, 2020

     Options        4,450,000 (1)    $ 0.76  

February 20, 2020

     Warrants        452,025 (2)    $ 1.00  

February 20, 2020

     Special Warrants        16,140,220 (3)    $ 0.75  

January 13, 2020

     Options        300,000 (4)    $ 0.89  

October 16, 2019

     Options        150,000 (5)    $ 0.75  

July 19, 2019

     Options        100,000 (6)    $ 0.83  

Notes:

 

(1)

Issued to a Directors and Officers of the Company.

(2)

Issued to finders in connection with the February 2020 Public Offering.

(3)

Issued in connection with the February 2020 Public Offering.

(4)

Issued to a Consultant.

(5)

Issued to a Consultant.

(6)

Issued to a Consultant.

 

48


ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

As at the date of this AIF, no Shares are held in escrow or subject to a contractual restriction on transfer.

DIRECTORS AND OFFICERS

Name, Province or State, Country of Residence and Offices Held

The following table sets forth the name of each of our directors and executive officers, their province or state and country of residence, their position(s) with the Company, their principal occupation during the preceding five years and the date they first became a director of the Company. Each director’s term will expire immediately prior to the following annual meeting of shareholders.

 

Name, Age and Residence

  

Position(s) with the Company

  

Principal Occupation During Past Five
Years

  

Director Since

Anthony Alvaro(1)

British Columbia, Canada

  

Director

  

Capital Markets Advisor

  

January 23, 2017

Jeffrey Barber(1)

Alberta, Canada

  

Director

  

Current principal occupation is Chief Financial Officer of DOJA Cannabis Company Limited

  

January 23, 2017

Robert Cross

British Columbia, Canada

  

Director and Non-Executive Chairman

  

Corporate Board Member; Chairman of B2Gold Corp.

  

September 4, 2018

Robert Mintak(1)

British Columbia, Canada

  

CEO and Director

  

Current principal occupation is Chief Executive Officer of the Company. Board member of 66 Resources Inc. and Identillect Technologies Corp.

  

March 21, 2017

Andrew Robinson

British Columbia, Canada

  

President, COO and Director

  

Current principal occupation is Chief Operating Officer of the Company, Director Lakewood Exploration Inc.

  

June 5, 2017

Kara Norman

British Columbia, Canada

  

CFO and Corporate Secretary

  

Current principal occupation is Chief Financial Officer of the Company

  

n/a

        
        
        
     

Note:

 

(1)

Member of Audit Committee.

Shareholdings of Directors and Officers

As of the date of this AIF, the Company’s directors and executive officers beneficially own, control or direct, directly or indirectly, 5,399,068 Common Shares.

 

49


Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as set out below, none of our directors or executive officers is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (a “Cease Trade Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Robert Mintak was Chief Financial Officer of Dussault Apparel Inc. (“DAI”), from September 2007 to December 2012, which was cease traded on March 8, 2010 for failure to file the audited financial statements, management’s discussion and analysis and certifications, for the period ended October 31, 2009, within the prescribed filing period (the “2009 Financials”). DAI subsequently filed the 2009 Financials and the cease trade order was revoked on June 4, 2010.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including ours) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Unless otherwise noted in this AIF, to the best of our knowledge, there are no known existing or potential material conflicts of interest between the Company or its subsidiaries and any of our directors or officers or a director or officer of our subsidiaries. However, certain of our directors and officers are, or may become, directors or officers of other companies, with businesses that may conflict with our business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on behalf of the Company. Pursuant to the BCBCA, directors are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA and our Articles:

 

   

A director or executive officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or executive officer of the Company, must promptly disclose the nature and extent of that conflict.

 

50


   

A director who holds a disclosable interest (as that term is used in the BCBCA) in a contract or transaction into which the Company has entered or proposes to enter may generally not vote on any directors’ resolution to approve the contract or transaction.

Generally, as a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that our Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will abstain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, we will establish a special committee of independent directors to review a matter in which directors, or management, may have a conflict.

PROMOTERS

During the previous three fiscal years, no person or company has been a promoter of the Company or any subsidiary of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, two of whom are independent (Messrs. Alvaro and Barber) and all of whom are financially literate as defined by National Instrument 52-110Audit Committees of the Canadian Securities Administrators (“NI 52-110”).

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee charter, attached as Schedule “A”, provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Company were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

 

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External Auditor Service Fees (by Category)

The aggregate fees billed by the Company’s external auditors in each of the last three fiscal years for audit fees are as follows:

 

Financial Year Ended

   Audit Fees(1)      Audit-Related
Fees(2)
     Tax Fees(3)      All Other Fees  

June 30, 2019

   $ 31,000        23,450      $ 9,000        Nil  

June 30, 2018

   $ 25,000        Nil      $ 10,000        Nil  

December 31, 2017

   $ 25,000        Nil      $ 14,600        Nil  

Notes:

 

(1)

“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

(2)

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company‘s external auditor that are reasonably related to the performance of the audit or review of the Company‘s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3)

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company‘s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4)

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company‘s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings or regulatory actions material to us to which we are a party, or to which we have been a party since our incorporation, or of which any property of the Company is or has been the subject matter of, since the beginning of the financial year ended June 30, 2019, and no such proceedings are known by us to be contemplated. There have been no penalties or sanctions imposed against us by a court relating to provincial or territorial securities legislation or by any securities regulatory authority, there have been no penalties or sanctions imposed by a court or regulatory body against us, and we have not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with any securities regulatory authority since our incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this AIF, no director, senior officer or principal shareholder of the Company and no associate or affiliate of the foregoing have had a material interest, direct or indirect, in any transaction in which the Company has participated within the three-year period prior to the date of this AIF, or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Company.

 

52


AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Company’s auditors are Manning Elliott LLP, Chartered Professional Accountants having an address at 17th Floor, 1030 West Georgia Street, Vancouver, British Columbia, V6E 3S7.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for the Common Shares in Canada is AST Trust Company (Canada), at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the Company has not entered into any material contracts.

INTEREST OF EXPERTS

Experts who have prepared reports for Standard in the financial year ending June 30, 2019 include the following:

Manning Elliott LLP, Chartered Professional Accountants, who prepared the auditors’ report accompanying the audited financial statements of the Company for the most recent year end, report that they are independent in accordance with the Chartered Professional Accountants of British Columbia as at the date of such audit report.

Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM of Worley, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O have acted as qualified persons under NI 43-101 in connection withthe Resource Report and has reviewed and approved the information related to the Arkansas Lithium Project contained in this AIF.

William Feyeraband has acted as a qualified person under NI 43-101 in connection with the Technical Report and has reviewed and approved the information related to the California Lithium Project contained in this AIF.

All other scientific and technical information in this AIF has been reviewed and approved by Steve Ross, Registered Professional Geologist, who is a qualified person under NI 43-101. Mr. Ross is not independent of the Company as he is a Consultant and Project Manager, Exploration and Development.

None of the experts whom are named in this AIF as having prepared reports or having been responsible for reporting exploration results relating to our mineral properties and whose profession or business gives authority to such reports, or any director, officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in our property or of any of our associates or affiliates. As at the date hereof, such persons, and the directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of the Company and they did not receive any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of such report.

 

53


None of such persons, or any director, officer or employee, as applicable, of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of our securities, securities authorized for issuance under equity compensation plans and a statement as to the interest of insiders in material transactions, was contained in the management proxy circular for the annual and special meeting of shareholders held on December 30, 2019. Additional financial information is provided in the audited financial statements and management discussion and analysis for the most recent year-end. The foregoing additional information is available on SEDAR at www.sedar.com the Company’s profile.

 

54


SCHEDULE “A”

AUDIT COMMITTEE MANDATE

Purpose of the Committee

The purpose of the Audit Committee (the “ Committee”) of the Board of Directors (the “Board”) of Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

 

   

the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

 

   

the Company’s compliance with legal and regulatory requirements related to financial reporting; and

 

   

the independence and performance of the Company’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

 

1


  1.

Monitor the adequacy of this Charter and recommend any proposed changes to theBoard.

 

  2.

Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

 

  3.

Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

 

  4.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

 

  5.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

 

  6.

Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

 

  7.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

 

  8.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

 

  9.

Pre-approve all non-audit services to be provided to the Company by the independent auditor.

 

  10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

 

  11.

Establish and review the Company’s procedures for the:

 

   

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

 

   

confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

 

  12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its

 

2


duties, and to set and pay the compensation of such advisors at the expense of the Company.

 

  13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the articles of the Company.

 

3

Exhibit 99.36

FORM 52-109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily refiled an amended AIF.

I, Kara Norman, Chief Financial Officer of the issuer, certify the following:

 

  1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2019.

 

  2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

  3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: May 6, 2020.

/signed/ “Kara Norman”

Name:   Kara Norman

Title:    Chief Financial Officer

 

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

  ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.37

FORM 52-109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily refiled an amended AIF.

I, Robert Mintak, Chief Executive Officer of the issuer, certify the following:

 

  1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2019.

 

  2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

  3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: May 6, 2020.

/signed/ “Robert Mintak”

Name:   Robert Mintak

Title:     Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

  ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.38

 

LOGO

STANDARD LITHIUM COMPLETES COMMISSIONING AND COMMENCES FULL-

TIME OPERATION OF ITS LITHIUM EXTRACTION DEMONSTRATION PLANT

May 19th, 2020 – El Dorado, Arkansas – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) an innovative technology and lithium development company, is pleased to announce the successful start-up of the Company’s industrial-scale Direct Lithium Extraction Demonstration Plant at Lanxess’ South Plant facility in southern Arkansas (the “Site”). This first-of-its-kind plant, using Standard Lithium’s proprietary LiSTR Direct Lithium Extraction technology, has been successfully commissioned during the first part of 2020 and is now operating on a 24/7 basis, extracting lithium directly from Lanxess’ tail brine (see news dated 02nd December 2019 for additional details). Standard Lithium’s project team in Arkansas is now commencing a series of systematic optimisation exercises in order to fine-tune the plant and investigate how performance can be improved further.

KEY FEATURES OF THIS DISRUPTIVE TECHNOLOGY

 

 

 

Produces lithium chloride (LiCl) directly from un-concentrated raw brine;

 

 

 

Reduces recovery time from months to less than a day;

 

 

 

Eliminates the massive environmental footprint of evaporation ponds;

 

 

 

Returns virtually all water to the source aquifer;

 

 

 

Not affected by weather conditions;

 

 

 

Vastly increases recovery efficiencies to as much as >90%; and,

 

 

 

Unlocks large-scale unconventional brine resources.

The LiSTR demonstration plant is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of Lithium Carbonate. The highly automated, three-story demonstration plant includes an integrated office and control room, as well as a full, process-specific analytical laboratory.


Dr Anno Borkowsky, responsible for the Lithium Project on the board of LANXESS AG said “From our point of view, all steps have gone very well so far. With Standard Lithium and LANXESS, two strong partners with great experience in the world of chemical engineering have joined forces here. This makes me very confident that we will exploit all the possibilities of this project.”

Dr Andy Robinson, Standard Lithium President and COO, commented “this is an extremely exciting time for Standard Lithium and our project partner, LANXESS. Our team has been working tirelessly over the last few months to fully commission the plant, despite the challenges of working in a necessarily modified and restricted operating environment. COVID-19 related limitations have complicated some of the commissioning activities, but our team, led by Mr. Bruce Seitz has done a fantastic job to safely and effectively get the plant commissioned, and transition it into full-time operation. The plant is now extracting lithium directly from Lanxess’ tail brine, on a continuous 24/7 basis and we look forward to providing additional news regarding its performance.”

Standard Lithium CEO, Robert Mintak commented “Firstly, I would like to acknowledge the impressive efforts made both by our Arkansas and Canadian engineering teams in adapting to the extraordinary challenges of the COVID-19 pandemic. Secondly, the ability of Standard Lithium to execute on its important corporate objectives has been significantly enhanced as a result of a strong relationship with its project partner LANXESS.”

Mr. Mintak added “Direct Lithium Extraction has received a lot of recent media and investor attention. Standard Lithium has taken a project-focussed approach towards demonstrating our LiSTR DLE process. The successful commissioning and operation of the LiSTR extraction technology represents a significant milestone towards proof of concept and a final investment decision for our Arkansas project. Standard Lithium prides itself on a practical approach, and this has paid dividends by developing a truly innovative process that actually works in the real world not just the laboratory. This project milestone represents a major advance towards re-establishing a U.S. domestic supply of battery quality lithium chemicals.”

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory & permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. This Demonstration Plant will


be used to prove commercial feasibility. The environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.39

 

LOGO

STANDARD LITHIUM TO PARTICIPATE IN THE WORLD’S FIRST VIRTUAL ELECTRIC

VEHICLE SUPPLY CHAIN FESTIVAL FROM BENCHMARK MINERALS

May 25th, 2020 – Vancouver, British Columbia– Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) an innovative technology and lithium development company, is pleased to announce its participation at the Benchmark Mineral Intelligence Electric Vehicle Supply Chain Festival 2020. The world’s first online EV Supply Chain Festival is a free to view event and will take place over four days from Tuesday May 26th through Friday May 29th, featuring expert online seminars and conferences for all time zones from Australia through to the West Coast of North America.

Standard Lithium CEO Robert Mintak will speak at the Benchmark World Tour East on Tuesday May 26th, 2020 at 8 am GMT (link to join here) and Benchmark World Tour West on Wednesday, May 27th, at 11am EDT (link to join here).

The Company is also pleased to be included as a featured guest on the first ever live edition of the very popular Global Lithium Podcast, starting at 1 pm EDT on Thursday, May 28th (link to join here) as part of the festival.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first of a kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof of concept and commercial feasibility studies. The scalable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

On behalf of the Board,


Standard Lithium Ltd.

Robert Mintak, CEO & Director

Contact information:

Email: info@standardlithium.com

Phone: 1 604 409 8154 Ext 101

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.40

 

LOGO

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

Nine months ended March 31, 2020 and 2019


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at March 31, 2020 and June 30, 2019

(Expressed in Canadian dollars)

 

     March 31,
2020
(unaudited)
    June 30,
2019
(audited)
 

ASSETS

    

Current assets

    

Cash

   $ 6,550,275     $ 6,849,114  

Receivables

     638,144       90,428  

Prepaid expenses

     301,768       254,524  
  

 

 

   

 

 

 
     7,490,187       7,194,066  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 4)

     88,894       82,002  

Exploration and evaluation assets (Note 3)

     29,150,131       25,381,849  

Intangible asset (Note 5)

     1,910,349       1,910,349  

Asset under construction (Note 6)

     23,311,882       9,823,065  
  

 

 

   

 

 

 
     54,461,256       37,197,265  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 61,951,443     $ 44,391,331  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (Note 10)

   $ 7,175,188     $ 5,615,174  
  

 

 

   

 

 

 

Non-current liabilities

    

Amounts payable (Note 7)

     —         398,453  

Convertible loan (Note 8)

     5,154,548       —    
  

 

 

   

 

 

 

TOTAL LIABILITIES

     12,329,736       6,013,627  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 9)

     58,747,988       57,875,488  

Shares to be issued (Note 5)

     —         475,000  

Special warrants (Note 9)

     11,927,931       —    

Reserves (Note 9)

     15,261,506       13,544,859  

Deficit

     (38,714,134     (33,655,763

Accumulated other comprehensive income

     2,398,416       138,120  
  

 

 

   

 

 

 

TOTAL EQUITY

     49,621,707       38,377,704  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 61,951,443     $ 44,391,331  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Note 13)

Subsequent Events (Note 14)

Approved by the Board of Directors and authorized for issue on May 29, 2020.

 

“Robert Mintak”

   

“Dr. Andrew Robinson”

Director

   

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three and nine months ended March 31, 2020 and 2019

(Expressed in Canadian dollars - unaudited)

 

    

Three months ended

March 31,

   

Nine months ended

March 31,

 
     2020     2019     2020     2019  

Administrative Expenses

        

Consulting fees

   $ 121,042     $ 181,526     $ 473,091     $ 633,703  

Management fees (Note 10)

     230,513       276,075       697,013       874,370  

Advertising and investor relations

     60,421       257,313       262,458       1,266,809  

Corporate development

           5,000  

Filing and transfer agent

     19,635       28,351       63,793       78,847  

Office and administration

     106,901       64,424       236,678       166,180  

Professional fees

     100,495       53,263       230,051       152,649  

Share-based payments (Notes 9 and 10)

     1,538,921       86,198       1,716,647       3,059,627  

Research and development

       687,355         1,547,849  

Patent application

     6,643       6,421       63,652       69,180  

Preliminary economic assessment

     435       54,492       88,273       54,492  

Travel

     42,960       40,815       101,426       161,790  

Foreign exchange

     1,017,815       144,562       941,900       (10,515
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations before other items

     (3,245,781     (1,880,795     (4,874,982     (8,059,981
  

 

 

   

 

 

   

 

 

   

 

 

 

Other (expenses) income

        

Debt settlement expense (Note 7)

         (83,414  

Write-off acquisition costs (Note 3)

           (20,650

Interest and accretion expense

     (81,842       (99,975     660  
  

 

 

   

 

 

   

 

 

   

 

 

 
     (81,842       (183,389     (19,990
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (3,327,623     (1,880,795     (5,058,371     (8,079,971
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive gain/(loss)

        

Item that may be reclassified subsequently to income or loss:

        

Currency translation differences of foreign operations

     2,463,087       (638,800     2,260,296       298,041  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (864,536   $ (2,519,595   $ (2,798,075   $ (7,781,930
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted loss per share

   $ (0.04   $ (0.02   $ (0.06   $ (0.11

Weighted average number of common shares outstanding – basic and diluted

     88,699,021       76,343,187       88,260,683       75,880,819  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Equity

Nine months ended March 31, 2020 and 2019

(Expressed in Canadian dollars - unaudited)

 

     Number
of
shares
     Share
capital
     Number
of
warrants
     Special
warrants
     Shares to be
issued
    Reserves      Deficit     Accumulated
Other
Comprehensive
Gain (Loss)
     Total  

Balance, June 30, 2018

     73,527,576      $ 45,187,983        —        $ —        $ —       $ 9,847,553      $ (25,076,922   $ 278,562      $ 30,237,176  

Share-based payments

     —                —          —         3,059,627        —         —          3,059,627  

Shares issued for cash, net of costs

     11,390,500        10,058,641           —          —         371,388        —         —          10,430,029  

Shares issued for evaluation & exploration assets

     700,000        1,120,000           —          —         —          —         —          1,120,000  

Shares issued for intangible asset

     500,000        490,000           —          460,000       —          —         —          950,000  

Warrants exercised

     350,000        87,500           —          —         —          —         —          87,500  

Net loss for the period

     —                —          —         —          (8,079,971     —          (8,079,971

Currency translation differences for foreign operations

     —                —          —         —          —         298,041        298,041  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Balance, March 31, 2019

     86,468,076        56,944,124           —          460,000       13,278,568        (33,156,893     576,603        38,102,402  

Balance, June 30, 2019

     87,594,076      $ 57,875,488         $ —        $ 475,000     $ 13,544,859      $ (33,655,763   $ 138,120      $ 38,377,704  

Share-based payments

     —                —          —         1,716,647        —         —          1,716,647  

Shares issued for evaluation & exploration assets

     500,000        360,000           —            —          —            360,000  

Shares issued for intangible asset

     500,000        475,000           —          (475,000     —          —            —    

Warrants exercised

     150,000        37,500           —          —         —          —         —          37,500  

Special warrants issued, net of costs

     —             16,140,220        11,927,931                  11,927,931  

Net loss for the period

     —                —          —         —          (5,058,371     —          (5,058,371

Currency translation differences for foreign operations

     —                —          —         —          —         2,260,296        2,260,296  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Balance, March 31, 2020

     88,744,076      $ 58,747,988        16,140,220      $ 11,927,931      $ —       $ 15,261,506      $ (38,714,134   $ 2,398,416      $ 49,621,707  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Nine months ended March 31, 2020 and 2019

(Expressed in Canadian dollars - unaudited)

 

     Nine Months Ended  
     March 31,     March 31,  
     2020     2019  

Cash flows from (used in) operating activities

    

Net loss

   $ (5,058,371   $ (8,079,971

Add items not affecting cash

    

Share-based payments

     1,716,647       3,059,627  

Interest and accretion expense

     99,975       —    

Unrealized foreign exchange

     402,348       —    

Debt settlement expense

     83,414       —    

Write-off acquisition costs

     —         20,650  

Net changes in non-cash working capital items to operations:

    

Receivables

     (547,716     (885,096

Prepaid expenses

     (47,244     (5,864,264

Accounts payable and accrued liabilities

     (3,219,246     748,405  
  

 

 

   

 

 

 

Net cash used in operating activities

     (6,570,193     (11,000,649
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Exploration and evaluation assets

     (1,152,869     (3,221,251

Intangible asset

     (500,000     (358,301

Asset under construction

     (8,711,566     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (10,364,435     (3,579,552
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from issuance of special warrants, net of costs

     11,927,931       —    

Proceeds from issuance of shares, net of costs

     —         10,430,029  

Proceeds from convertible loan, net of costs

     4,670,358       —    

Exercise of warrants

     37,500       87,500  
  

 

 

   

 

 

 

Net cash from financing activities

     16,635,789       10,517,529  
  

 

 

   

 

 

 

Decrease in cash

     (298,839     (4,062,672

Cash, beginning of period

     6,849,114       13,513,182  
  

 

 

   

 

 

 

Cash, end of period

   $ 6,550,275     $ 9,450,510  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

1.    Nature

and Continuance of Operations

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”).

The address of the Company’s corporate office and principal place of business is 835, 1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at March 31, 2020 had an accumulated deficit of $38, 714,134 (June 30, 2019—$33,655,763). These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During March 2020, the World Health Organisation declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse developments, has adversely affected workforces, economies and financial markets globally, leading to an economic downturn. The impact of COVID-19 on the Company’s operations has not been significant, but management continues to monitor the situation.

 

2.    Basis

of Presentation

 

 

a)    Statement

of compliance

The condensed consolidated interim financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2019, which were prepared in accordance with IFRS as issued by the IASB.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation - continued

 

 

b)

Basis of consolidation

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

 

c)

Functional and presentation currency

Items included in the condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

    Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

    Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

    All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation - continued

 

 

d)

Basis of measurement

 

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value.

In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

 

e)    Changes

in accounting standards

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Company adopted IFRIC 23 effective July 1, 2019 with no material impact to the Company’s consolidated financial statements.

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3. Exploration and Evaluation Expenditures

 

     California
Property $
     Arkansas
Property $
     Total
$
 

Acquisition costs:

        

Balance, June 30, 2018

     6,140,254        5,821,628        11,961,882  

Acquisition of property

     2,096,767        5,103,033        7,199,800  

Reclassification from acquisition to exploration costs

     (53,508      —          (53,508

Effect of movement in foreign exchange rates

     (82,066      (61,326      (143,392
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Acquisition of property

     512,034        999,503        1,511,537  

Effect of movement in foreign exchange rates

     677,898        913,094        1,590,992  
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2020

     9,291,379        12,775,932        22,067,311  

Exploration Costs:

        

Balance, June 30, 2018

     3,016,458        1,212,003        4,228,461  

Reclassification from acquisition to exploration costs

     53,508        —          53,508  

Site management

     61,621        —          61,621  

Drilling

     915,839        —          915,839  

Other exploration costs

     368,856        863,867        1,232,723  

Effect of movement in foreign exchange rates

     (48,902      (26,183      (75,085
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  

Other exploration costs

     2,039        123,842        125,881  

Effect of movement in foreign exchange rates

     367,590        172,282        539,872  
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2020

     4,737,009        2,345,811        7,082,820  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2019

     12,468,827        12,913,022        25,381,849  
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2020

     14,028,388        15,121,743        29,150,131  
  

 

 

    

 

 

    

 

 

 

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid)

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

California Property – continued

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California.

In consideration for the acquisition of the Vendor, the Company will issue 1,000,000 common shares, and will assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition remains subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and wrote-off acquisition costs of $20,650. The Company has no further obligations or liabilities to the Vendor.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

Arkansas Property

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before January 31, 2020(1) (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities.The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at March 31, 2020.

(1) On December 6, 2019, the Company entered into an extension agreement with the Vendor to defer the payment deadline of US$700,000 from December 31, 2019 to January 31, 2020.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

4.

Reclamation deposit

On September 6, 2017, the Company paid $81,382 (US$62,659) for a reclamation bond to the Bureau of Land Management California State (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake. This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

5.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding common shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (paid); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (issued).

All cash payments and share issuances become immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the IP Assets. In the event the Company does not make any of the required payments or share issuances, Brown has the right to re-acquire all of the issued share capital of 2661881, at which point the Company’s obligations to make further payments will cease.

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under items (v) and (vi) above to Brown by making (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000 (paid), and the issuance of 500,000 common shares (issued) on or before December 31, 2019. As at December 31, 2019, the Company has satisfied all payment and share issuance obligations due and owing with respect to the acquisition of 2661881 as detailed above.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

5.

Intangible asset - continued

 

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Total

     1,910,349  
  

 

 

 

The intangible asset represents purchase of intellectual property rights. As at March 31, 2020, the intangible asset was not yet available for use.

 

6.

Asset under construction

The Company is developing a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use and therefore not subject to depreciation as at March 31, 2020.

 

7.

Amounts payable

During the year ended June 30, 2019, the Company issued a note payable of $250,000 payable six months after the closing date of the acquisition of 266861 Ontario Limited (Note 5) and will owe $500,000 at a later date as referenced in Note 5(v). Due to these amounts being owed at a later date the Company valued these at the present value and recorded accretion expense as follows:

 

     $  

Beginning balance at June 30, 2018

     —    

Fair value of promissory note payable due six months after closing date

     226,391  

Accretion expense for promissory note payable due six months after closing date

     23,609  

Cash payable on or before the Investment Date

     375,657  

Accretion expense for cash payable on or before the Investment Date

     22,796  
  

 

 

 

Total note payable

     648,453  

Less: amount paid

     (250,000
  

 

 

 

Amounts payable at June 30, 2019

     398,453  

Accretion expense for cash payable on or before the Investment Date

     18,133  

Debt settlement expense

     83,414  

Less: amount paid

     (500,000
  

 

 

 

Amounts payable at March 31, 2020

     —    
  

 

 

 

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Convertible loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 6).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common shares of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability. The gross proceeds of the Convertible loan were reduced by the transaction costs of US$178,024 resulting in a balance of US$3,571,976 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method. As at March 31, 2020, the balance of the convertible loan was $5,154,548.

 

9.

Share Capital

 

 

a)

Authorized capital

Unlimited number of common voting shares without nominal or par value

Unlimited number of preferred shares without par value issued in one or more series

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital - continued

 

 

a)

Authorized capital - continued

 

88,744,076 common shares were issued and outstanding at March 31, 2020.

16,140,220 special warrants were issued and outstanding at March 31, 2020.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc. (Note 3).

On December 13, 2018, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 6).

On March 21, 2019, the Company closed a brokered short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’ commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,787 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (April 10, 2022). The Company incurred $10,635 of share issuance costs to complete the financing.

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride (Note 3).

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. (Note 3).

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 27, 2019, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 5).

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital - continued

 

 

a)

Authorized capital - continued

 

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,220 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102.

During the nine month period ending March 31, 2020, the Company issued a total of 150,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $37,500 upon exercise.

During the year ended June 30, 2019, the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

 

 

b)

Warrants

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2018

     8,631,411        1.65  

Issued

     6,705,585        1.26  

Exercised

     (450,000      0.25  
  

 

 

    

 

 

 

Balance at June 30, 2019

     14,886,996        1.53  

Expired

     (5,156,411      2.60  

Exercised

     (150,000      0.25  

Issued

     8,522,135        1.00  
  

 

 

    

 

 

 

Balance at March 31, 2020

     18,102,720        0.98  
  

 

 

    

 

 

 

The weighted average contractual life of the warrants outstanding is 1.47 years.

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital – continued

 

 

c)

Options – continued

 

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 3, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On July 23, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all of the stock options vesting immediately on the date of grant.

On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On April 1, 2019, the Company granted 750,000 stock options to consultants of the Company at an exercise price of $1.00 for a period of three years. All of the stock options vested on June 29, 2019.

On June 13, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.00 for a period of three years with all of the stock options vesting immediately on the date of grant.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of 3 years. All of the stock options vested at grant.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the stock options vested at grant.

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital – continued

 

 

c)

Options—continued

 

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

 

     Nine months ended
March 31, 2020
     Year ended
June 30, 2019
 

Annualized volatility

     72% - 163%        68% - 175%  

Risk free interest rate

     0.53% - 1.58%        1.34% -2.13%  

Dividend rate

     0%        0%  

Expected life of options

     3 - 4 year        1 - 5 years  

Forfeiture rate

     0%        0%  

Share price

   $ 0.76 - $0.91      $ 0.75 - $1.40  
  

 

 

    

 

 

 

Stock option transactions are summarized as follows:

 

     Number of
options
     Weighted
average
exercise
price
 

Balance at June 30, 2018

     5,572,681      $  1.24  

Options granted

     3,350,000        1.26  

Options cancelled

     (175,000      1.24  
  

 

 

    

 

 

 

Balance at June 30, 2019

     8,747,681        1.25  

Options granted

     250,000        0.78  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  

Options expired

     (721,897      2.10  

Options granted

     4,750,000        0.77  
  

 

 

    

 

 

 

Balance at March 31, 2020

     12,575,784      $ 1.01  
  

 

 

    

 

 

 

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Share Capital – continued

 

 

c)

Options – continued

 

The following table summarizes stock options outstanding and exercisable at March 31, 2020:

 

     Options Outstanding      Options Exercisable  

Exercise

Price

$

   Number of
Shares
     Weighted
Average
Remaining
Contractual
Life
(years)
     Weighted
Average
Exercise
Price $
     Number
Exercisable
     Weighted
Average
Exercise
Price $
 

1.05

     1,250,000        1.92        1.05        1,250,000        1.05  

0.96

     2,590,000        2.21        0.96        2,590,000        0.96  

1.02

     435,784        0.36        1.02        435,784        1.02  

2.10

     500,000        2.90        2.10        500,000        2.10  

1.40

     1,900,000        3.43        1.40        1,900,000        1.40  

1.00

     750,000        2.00        1.00        750,000        1.00  

1.00

     150,000        2.20        1.00        150,000        1.00  

0.83

     100,000        2.30        0.83        100,000        0.83  

0.75

     150,000        3.55        0.75        150,000        0.75  

0.89

     300,000        2.79        0.89        300,000        0.89  

0.76

     4,450,000        2.94        0.76        4,450,000        0.76  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     12,575,784        2.42        1.24        12,575,784        1.01  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

10.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     March 31,
2020
     March 31,
2019
 

Management fees paid or accrued to officers of the Company

   $ 697,013      $ 874,370  

Share-based payments

     1,402,448        2,317,920  
  

 

 

    

 

 

 
   $ 2,099,461      $ 3,192,290  
  

 

 

    

 

 

 

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

10.

Related Party Transactions - continued

 

As at March 31, 2020 there is $98,138 (June 30, 2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

11.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

12.

Financial instruments and financial risk management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended March 31, 2020 and June 30, 2019.

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

12.

Financial instruments and financial risk management - continued

 

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

March 31, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,550,275      $ —        $ —        $ 6,550,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk with respect to its convertible loan, as described in Note 8.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

12.

Financial instruments and financial risk management - continued

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. At March 31, 2020, the Company has a working capital surplus of $314,999 (June 30, 2019: a working capital surplus of $1,578,892).

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and therefore may not agree with the carrying amounts in the consolidated statement of financial position:

 

As at March 31, 2020

   Up to 1
year
     1 - 5 years      Total  

Accounts payable

     7,175,188        —          7,175,188  

Convertible loan

     159,604      5,958,540        6,118,144  
  

 

 

    

 

 

    

 

 

 
     7,334,792        5,958,540        13,293,332  
  

 

 

    

 

 

    

 

 

 

 

(iv)

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     March 31, 2020
$
     June 30, 2019
$
 

Cash

     596,850        248,860  

Accounts payable

     (6,688,988      (4,509,929

Convertible loan

     (5,154,549      —    
  

 

 

    

 

 

 

At March 31, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.4187. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $1,125,000 in the Company’s comprehensive loss for the period.

 

25


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

13.

Commitments

On November 1, 2017, the Company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at March 31, 2020:

 

     March 31, 2020  

2020

   $  25,859  

2021

     34,479  
  

 

 

 

Total

   $ 60,338  
  

 

 

 

 

14.

Subsequent Events

Subsequent to March 31, 2020, the Company issued 600,000 common shares with a fair value of $432,000 to satisfy terms under property agreements.

 

26

Exhibit 99.41

 

LOGO

Management’s Discussion and Analysis

FOR THE NINE MONTHS ENDED MARCH 31, 2020


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

INTRODUCTION

 

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at May 29, 2020 and it should be reviewed in conjunction with the unaudited condensed and consolidated interim financial statements and related notes thereto of the Company for the nine months ended March 31, 2020. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard Lithium” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium Ltd. (“Standard” or “the Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”, and are quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and the Frankfurt Stock Exchange under the symbol “S5L”. The head office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 Canada.

The Company’s principal focus is the development of lithium-bearing brine resources in North America, and the eventual commercial production of high-purity lithium chemicals. In order to achieve a portfolio of lithium-brine bearing properties, the Company has either directly secured brine leases from public lands or private landowners, or has partnered, in a variety of commercial relationships, with existing brine resource holders. The Company has also

 

2


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

1. SUMMARY OF STANDARD LITHIUM’S BUSINESS—continued

 

developed a suite of Intellectual Property (“IP”) related to novel technologies that can be deployed to either selectively extract lithium from brine, or convert and purify intermediate lithium chemicals to higher purity materials.

This IP suite is protected by a series of patent applications, and where the underlying inventor is an associate of, or consultant to SLL, exclusive rights or sole-licensing agreements are in place to allow SLL unfettered access to the patent(s) and associated know-how.

The Company has two principal project areas; in the Mojave Desert in California, and in southern Arkansas.

Historical information relating to the formation of the various land packages and commercial agreements are available under the Company’s SEDAR profile.

ARKANSAS LITHIUM

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases (“Lanxess Project”). The Company is also conducting mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas (“Tetra Project”).

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

LANXESS PROJECT

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

In addition, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas.

The Company has issued two technical reports for the Lanxess Project. The first Resource Report was filed on the Company’s SEDAR profile on November 19, 2018 and comprised an Inferred Resource estimate for lithium contained in brine underlying the Lanxess property (19th Nov 2018 Inferred Resource report). The second report was a Preliminary Economic Assessment (PEA), filed on August 01, 2019 (link to PEA on SLL’s SEDAR page). The PEA comprised an upgraded Indicated Resource estimate for the property, as well as preliminary capital and operational

 

3


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

LANXESS PROJECT—CONTINUED

 

costing and project economics for a proposed commercial plant at the property. All information contained within the PEA superseded that which had been previously reported for the Lanxess Project.

Lanxess PEA – Executive Summary

As described above, on August 01 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report. The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium. The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product

 

4


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

LANXESS PROJECT—continued

 

lithium recovery is about 90%. The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX Summary

 

Stage of
Development

  

Description

  

Cost (US$)

 

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
  

Phase 1 Subtotal

     171,171,000  

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
  

Phase 2 Subtotal

     161,178,000  

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
  

Phase 3 Subtotal

     104,813,000  
  

CAPEX TOTAL

     437,162,000  

 

5


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

LANXESS PROJECT—continued

 

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in the table below.

Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units      Values     

Comments

Production

     tpy        20,900     

At completion of Phase 3

production

Plant Operation

     years        25     

From the start of Phase 1

production

Capital Cost (CAPEX)

     US$        437,162,000     

Annual Operating Cost (OPEX)

     US$        90,259,000     

At completion of Phase 3

production

Average Selling Price

     US$/t        13,550     

Annual Revenue

     US$        283,195,000     

Discount Rate

     %        8     

Net Present Value (NPV) Post-Tax

     US$        989,432,000     

Net Present Value (NPV) Pre-Tax

     US$        1,304,766,000     

Internal Rate of Return (IRR) Post-Tax

     %        36.0     

Internal Rate of Return (IRR) Pre-Tax %

     %        41.8     

 

6


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

LANXESS PROJECT—continued

 

Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Lanxess Project – Current Status

During 2019, the Company designed and constructed a modular demonstration-scale lithium extraction plant in Ontario, Canada. This Demonstration Plant was mobilized and transported to Lanxess’ operational brine processing facility at their South Plant. The initial installation of the plant was completed in mid-October 2019, a semi-permanent structure to enclose the plant and ancillary laboratory, office and control room were installed by December 2019, and all utility and service connections were completed by the end of January 2020. The plant is currently being commissioned and is expected to run continuously throughout calendar-year 2020.

TETRA PROJECT

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000+ net brine acres of leases located in Columbia and Lafayette Counties, Arkansas.

 

7


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

TETRA PROJECT – continued

 

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to the Tetra Project. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Inferred Resource – Executive Summary

On February 28 2019, the Company issued an Inferred Resource NI43-101 report for the Tetra project, and the Executive Summary of this is provided below; the full report is available under the Company’s SEDAR profile (See Tetra Inferred Resource Report on Company’s Sedar page).

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total (and main
resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource
Area
       

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes
(see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  

Total LCE resource (metric tonnes)
(see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  

Notes:

 

[1]

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

 

8


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

TETRA PROJECT – continued

 

Tetra Arkansas Lithium Brine Project Inferred Resource Statement—continued

 

Notes:—continued

 

[2]

Numbers may not add up due to rounding.

[3]

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

[4]

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

[5]

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

9


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

TETRA PROJECT – continued

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Tetra Project – Current Status

No additional work has been completed by the Company on the Tetra project following completion of the Inferred Resource report outlined above. However, our project partners, Tetra Technologies, have been involved in renewal of brine leases across the Project, where appropriate.

 

10


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

CALIFORNIA LITHIUM

 

The Company also has a lithium brine development project in the Mojave Desert region of California. This project consists of approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins (collectively known as The Bristol Dry Lake Project). The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

The land package consists of:

 

 

 

Option purchase agreement with Nevada Alaska Mining Inc.;

 

 

 

Property lease agreement with National Chloride; and,

 

 

 

A License, exploration and operation agreement with TETRA Technologies.

Details regarding the various commercial agreements with these companies and the Company’s ongoing commitments can be found in previous versions of the Company’s MD&A.

Some limited investigation and processing works have been completed at the Bristol Dry Lake Project, consisting of geophysical surveys, drilling and sampling, test-pitting and sampling, completion of evaporation pond performance testing and other water level surveys. As of the time of writing of this document, these data have not been integrated into a technical report for the Project, however it is the Company’s intention to complete any necessary investigation works and deliver a technical report in the future.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

2. HIGHLIGHTS FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2020

Convertible Loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 6 of the Condensed Consolidated Interim Financial Statements for the period ended December 31, 2019).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common share of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

 

11


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

2. HIGHLIGHTS FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2020—CONTINUED

 

Convertible Loan – continued

 

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability. The gross proceeds of the Convertible loan were reduced by the transaction costs of US$178,024 resulting in a balance of US$3,571,976 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term using the effective interest method. As at March 31, 2020, the balance of the convertible loan was $5,154,548.

Demonstration Plant Installation

The Company and their contractors completed initial installation of the demonstration-scale lithium extraction plant at Lanxess’ South Plant in Arkansas. This installation was completed in mid-October 2019. During November and December 2019, a semi-permanent all-weather structure was installed to enclose the demonstration plant, and an office/control room and an analytical laboratory were also installed.

Commissioning of the Demonstration Plant is ongoing.

Annual General and Special Meeting

An annual general and special meeting was held on December 30, 2019. Management recommendations were for the following:

 

 

 

The number of Directors (to be maintained at five);

 

 

 

Continuation of the five existing Directors;

 

 

 

Appointment of Manning Elliott LLP as the auditors; and,

 

 

 

Amendment of bylaws.

All of the management recommendations were approved at the AGM.

Annual Information Form (AIF)

A revised updated AIF for the Fiscal Year 2019 (ended on June 30, 2019) was issued and refiled by the Company on May 6, 2020 and can be viewed in its entirety under the Company’s SEDAR profile.

Private Placement

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,220 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

2. HIGHLIGHTS FOR THE NINE MONTH PERIOD ENDED MARCH 31, 2020—CONTINUED

 

Private Placement—continued

 

months, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102.

Share Issuances

During the fiscal year to date, the Company issued 150,000 common shares with a value of $37,500 upon the exercise of warrants.

During the fiscal year to date, the Company issued 1,100,000 common shares to satisfy terms under property agreements.

Stock Option Grants

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the options vest on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options of a consultant of the company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of three years. All of the stock options vested on the grant date.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the options vested at grant date.

3. SELECTED ANNUAL FINANCIAL INFORMATION

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2019
$
     June 30,
2018
$
     December 31,
2017
$
 

Total revenue

     —          —          —    

Total assets

     44,391,331        30,920,583        12,600,559  

Working capital surplus (deficiency)

     1,578,892        13,964,324        3,459,827  

Total non-current financial liabilities

     398,453        —          —    

Net loss

     8,578,841        3,745,091        19,911,856  

Net loss per share

     0.11        0.06        0.37  

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Results of Operations

Three months ended March 31, 2020 compared to the three months ended March 31, 2020:

The Company incurred a net loss of $3,327,623 for the quarter ended March 31, 2020 (“Q3-2020”) compared to a net loss of $1,880,795 for the quarter ended March 31, 2019 (“Q3-2019”). The primary reason for the increase in loss was higher share-based payments and foreign exchange (unrealised). Consulting fees decreased to $121,042 during Q3-2020, compared with $181,526 in Q3-2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the current period. Management fees decreased to $230,513 during Q3-2020 from $276,075 incurred during Q3-2019 due to decreases in fees for Management and the elimination of a management position. Professional Fees of $100,495 were higher than fees of $53,263 during Q3-2019. This is mainly due to higher legal fees and auditor fees for quarterly review incurred during the period. Filing and transfer agent fees of $19,635 were lower than fees of $28,351 during Q3-2019 primarily due to lower fees associated with the AGM. Office and administration cost of $106,901 were higher than the costs of $64,424 incurred during the comparative quarter due to higher miscellaneous office costs. Corporate development, advertising and investor relations costs of $Nil and $60,421 were incurred during Q3-2020 as compared to $Nil and $257,313 during Q3-2019. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $42,960 incurred during Q3-2020 were consistent with costs of $40,815 incurred during Q3-2019. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. The share-based compensation during the period was $1,538,921 as compared to $86,198 recognised in Q3-2019 as share-based compensation. This related to the option grants on January 13, 2020 and March 9, 2020 as all the options vested at grant date. The Company’s Lithium Research and Demonstration Plant Development Projects incurred costs of $Nil during the quarter ended Q3-2020 as compared to $687,355 during Q3-2019. The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $435 of cost associated with a preliminary economic assessment and $6,643 of costs related to the patent applications during Q3-2020 as compared to $54,492 and $6,421 during Q3-2019. Foreign exchange costs of $1,017,815 during Q3-2020 as compared to cost of $144,562 during Q3-2019 relates to the weakening of the Canadian dollar to the United States dollar as a result of the worldwide instability due to the economic downturn related to the COVID-19 pandemic. The Company’s incurred interest and accretion expense on the convertible debt of $81,842 during Q3-2020 as compared to $Nil during Q3-2019.

Nine months ended March 31, 2020 compared to the nine months ended March 31, 2019:

The Company incurred a net loss of $5,058,371 for the nine months ended March 31, 2020 (“YTD2020”) compared to a net loss of $8,079,971 for the nine months ended March 31, 2019 (“YTD2019”). The decrease mainly relates to lower consulting fees, management fees, advertising and investor relations costs, share-based payments and research and development costs. Consulting fees decreased to $473,091 during YTD2020, compared with $633,703 during YTD2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the current period. Management fees decreased to $697,013 during YTD2020 from $874,370 incurred during YTD2019 due to decreases in fees for Management and the elimination of a management position. Professional Fees of $230,051 were higher than fees of $152,649 during YTD2019. This is mainly due to higher legal fees incurred during the year and audit fees related to quarterly reviews. Filing and transfer agent fees of $63,793 were lower than fees of $78,847 during YTD2019 primarily due to lower fees associated with the AGM. Office and administration cost of $236,678 were higher than the costs of $166,180 incurred during the comparative quarter due to higher miscellaneous office costs and website development. Corporate development, advertising and investor relations costs of $Nil and $262,458 were incurred during YTD2020 as compared to $5,000 and $1,266,809 during YTD2019. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $101,426 incurred during YTD2020 were lower than costs of $161,790 incurred during YTD2019. These costs relate to flights, hotels, vehicle rental and meals for

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Results of Operations—continued

Nine months ended March 31, 2020 compared to the nine months ended March 31, 2019:—continued

management when visiting existing projects and travel to meet with investors of the company. Generally, there has been a drop in the frequency of travel during YTD2020. The share-based compensation during the period was $1,716,647 as compared to $3,059,627 recognised in YTD2019 as share-based compensation. The Company’s Lithium Research and Demonstration Plant Development Projects incurred costs of $Nil during the period YTD2020 as compared to $1,547,849 during YTD2019. The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $88,273 of cost associated with a preliminary economic assessment and $63,652 of costs related to the patent applications during YTD2020 as compared to $54,492 and $69,180 during YTD2019. The debt settlement expense of $83,414 relates to the non-cash expense as a result of the accelerated settlement of the acquisition of 2661881 Ontario Ltd. Foreign exchange costs of $941,900 during YTD2020 as compared to a gain of $10,515 during YTD2019 relates to the weakening of the Canadian dollar to the United States dollar as a result of the worldwide instability due to the economic downturn related to the COVID-19 pandemic. The Company’s incurred interest and accretion expense on the convertible debt of $81,842 during Q3-2020 as compared to $Nil during Q3-2019.

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

Quarter Ended

   Total Revenues      Net Income/(Loss)      Earnings/(Loss)
Per share
 

June 30, 2018

   $ Nil      $ 5,054,920      $ 0.07  

September 30, 2018

   $ Nil      $ (4,463,198    $ (0.06

December 31, 2018

   $ Nil      $ (1,735,978    $ (0.01

March 31, 2019

   $ Nil      $ (1,880,795    $ (0.02

June 30, 2019

   $ Nil      $ (498,870    $ (0.01

September 30, 2019

   $ Nil      $ (852,917    $ (0.01

December 31, 2019

   $ Nil      $ (877,831    $ (0.01

March 31, 2020

   $ Nil      $ (3,327,623    $ (0.04

Liquidity and Capital Resources

As of March 31, 2020, the Company had working capital surplus of $314,999 compared to a working capital surplus of $9,128,564 as of March 31, 2019. Cash and cash equivalents at March 31, 2020 totaled $6,550,275 compared to $9,450,510 at March 31, 2019. During the nine months ended March 31, 2020 the Company had net cash outflow of $298,839.

During the nine months ended March 31, 2020, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd, 500,000 common shares with a fair value of $475,000 for the acquisition of 266181 Ontario Ltd. Subsequent to the period end, the Company issued 400,000 common shares with a fair value of $248,000 to TETRA Technologies, Inc. and 200,000 common shares with a value of $184,000 to National Chloride Company of America.

Management has determined that the cash resources will be sufficient to continue operations in the short term but that additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     March 31,
2020
     March 31,
2019
 

Non-Executive Chairman due to Paloduro Investments Inc.

   $ —        $ 87,500  

President and Chief Operating Officer due to Green Core Consulting Ltd.

     225,000        225,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     225,000        225,000  

Due to Varo Corp Capital Partners Inc.

     180,000        180,000  

Chief Financial Officer due to Kara Norman

     67,013        77,588  

VP of Exploration due to Raymond Spanjers

     —          79,282  

Share-based payment

     1,402,448        2,317,920  
  

 

 

    

 

 

 
   $ 2,099,461      $ 3,192,290  
  

 

 

    

 

 

 

As at March 31, 2020 there is $98,138 (June 30, 2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 89,344,076 common shares issued and outstanding, 16,140,220 special warrants outstanding, 12,575,784 stock options and 18,102,720 warrants outstanding. Of the warrants outstanding, 2,725,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 5,695,250 are exercisable to acquire one common share at $1.30 expiring March 21, 2022, 797,335 are exercisable to acquire one common share at $1.00 expiring on March 21, 2021, 213,000 are exercisable to acquire one common share at $1.30 expiring on April 10, 2022, 16,140,220 are exercisable to acquire one common share at $0.75 and will automatically convert at a specified date and 8,522,135 are exercisable to acquire one common share at $1.00 expiring on February 20, 2022. The 8,522,135 warrants issued on February 20, 2020 are subject to acceleration under certain circumstances.

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Outstanding Share Data—continued

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  
            Weighted      Weighted             Weighted  
            Average      Average             Average  

Exercise

   Number      Remaining      Exercise             Exercise  

Price

   of      Contractual Life      Price      Number      Price  

$

   Shares      (years)      $      Exercisable      $  

1.05

     1,250,000        1.76        1.05        1,250,000        1.05  

0.96

     2,590,000        2.05        0.96        2,590,000        0.96  

1.02

     435,784        0.20        1.02        435,784        1.02  

2.10

     500,000        2.73        2.10        500,000        2.10  

1.40

     1,900,000        3.27        1.40        1,900,000        1.40  

1.00

     750,000        1.84        1.00        750,000        1.00  

1.00

     150,000        2.04        1.00        150,000        1.00  

0.83

     100,000        2.14        0.83        100,000        0.83  

0.75

     150,000        3.38        0.75        150,000        0.75  

0.89

     300,000        2.63        0.89        300,000        0.89  

0.76

     4,450,000        2.78        0.76        4,450,000        0.76  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     12,575,784        2.26        1.01        12,575,784        1.01  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the periods ended March 31, 2020 and June 30, 2019.

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Financial Instruments and Risk Management—continued

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

March 31, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,550,275      $ —        $ —        $ 6,550,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk with respect to its convertible loan, as described in Note 8 of the Condensed Consolidated Interim Financial Statements for the period ended March 31, 2020.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at March 31, 2020, the Company has a working capital surplus of $314,999.

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Financial Instruments and Risk Management—continued

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and therefore may not agree with the carrying amounts in the consolidated statement of financial position:

 

As at December 31, 2019

   Up to 1 year      1 - 5 years      Total  

Accounts payable

     7,175,188        —          7,175,188  

Convertible loan

     159,604      5,958,540        6,118,144  
  

 

 

    

 

 

    

 

 

 
     7,334,792        5,958,540        12,293,332  
  

 

 

    

 

 

    

 

 

 

 

(iv)

Currency Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     March 31, 2020
$
     June 30, 2019
$
 

Cash

     596,850        248,860  

Accounts payable

     (6,688,988      (4,509,929

Convertible loan

     (5,154,549      —    
  

 

 

    

 

 

 

At March 31, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.4187. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $1,125,000 in the Company’s comprehensive loss for the year.

Non-Cash Transactions

 

Non-cash Financing and Investing Activities

  

March 31,

2020

    

March 31,

2019

 
     $      $  

Shares issued for exploration and evaluation assets

     360,000        1,120,000  

Shares issuable for intangible asset

     475,000        490,000  

Asset under construction expenditures included in accounts payable

     2,430,480        —    

Exploration and evaluation expenditures included in accounts payable

     33,699        34,342  
  

 

 

    

 

 

 

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Commitments

On November 1, 2017, the company entered into a commercial property lease that will expire on October 31, 2020. The future minimum rental payments under the non-cancelable operating lease as at March 31, 2020:

 

     Period ended
March 31,
2020
 

2020

   $ 25,859  

2021

     34,479  
  

 

 

 
   $ 60,338  
  

 

 

 

Recent Accounting Pronouncements

Accounting standards issued, but not effective, up to the date of issuance of the Company’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects to have an impact on disclosures, financial position or performance when applies at a future date. The company intends to adopt these standards when they become effective.

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months of less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

IFRIC 23 Uncertainty over Income Tax Treatments

IFRIC 23, Uncertainty over Income Tax Treatments, provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation is applicable for annual periods beginning on or after June 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The Company adopted IFRIC 23 effective July 1, 2019 with no material impact to the Company’s consolidated financial statements.

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

4. RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), Livent Corporation (NYSE:LTHM), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co., Ltd.and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of the Company’s common shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

23


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Volatility of the Market Price of the Company’s Common Shares—continued

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

 

24


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

 

25


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

26


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2020

 

 

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

27

Exhibit 99.42

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kara Norman, Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended March 31, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 29, 2020

 

“Kara Norman”

Kara Norman

Chief Financial Officer

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.43

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended March 31, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 29, 2020

 

“Robert Mintak”

Robert Mintak

Chief Executive Officer

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.44

 

LOGO

STANDARD LITHIUM ANNOUNCES NO MATERIAL CHANGES

June 5th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) is issuing this press release at the request of the Investment Industry Regulatory Organization of Canada (IIROC) to comment on recent trading activity in its common shares.

The Company confirms that it is not aware of any material undisclosed corporate developments and has no material changes to report at this time. The Company will keep the market informed as required.

About Standard Lithium Ltd.

Standard Lithium is a specialty chemical company focused on unlocking the value of existing large-scale US based lithium-brine resources. The Company believes new lithium production can be brought on stream rapidly by minimizing project risks at selection stage (resource, political, geographic, regulatory, and permitting), and by leveraging advances in lithium extraction technologies and processes. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company is currently installing a first-of-its-kind Demonstration Plant that will use the Company’s proprietary technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant will be used to prove commercial feasibility. This environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium.

The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.


Contact Information:

Anthony Alvaro, Director 1-604-260-4793

Kara Norman, CFO 1-604-260-0876

info@standardlithium.com

On behalf of the Board,

Standard Lithium Ltd.

Robert Mintak, CEO & Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third-party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.45

 

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STANDARD LITHIUM STARTS COMMISSIONING OF INDUSTRIAL-SCALE

BATTERY-QUALITY LITHIUM CARBONATE CRYSTALLISATION PLANT

June 10th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) an innovative technology and lithium development company, is pleased to report that it has completed the construction of its industrial-scale lithium carbonate crystallisation pilot plant and has now started the commissioning phase. The crystallisation plant is designed to take the intermediate product made by the Company’s LiSTR direct lithium extraction process (a high purity, concentrated lithium chloride solution) and convert it into a battery-quality (or better) lithium chemical as used by manufacturers in the lithium ion battery supply chain. The LiSTR plant recently started 24/7 operation at the project site in El Dorado, Arkansas (see news release dated 19th May 2020).

The lithium carbonate crystallisation plant has been designed around the Company’s proprietary ‘SiFT’ crystallisation technology, which was recently demonstrated to produce >99.9% purity (also known as ‘three-nines’) battery-quality lithium carbonate (see news release dated 09th March 2020). The crystallisation plant has been constructed by Saltworks Technologies Inc. at their facility in the Greater Vancouver area, and can be seen in Figures 1-3 below.

Initial commissioning of the SiFT plant has already begun, and so far, it has been hydraulically tested for integrity and all systems have been energised. Commissioning of the fully-automated control system is ongoing and is expected to be completed within 10 days. Following this, lithium chloride solutions previously produced by Standard Lithium will be used to continue the commissioning process and produce the first samples of lithium carbonate.

Dr. Andy Robinson, President and COO of Standard Lithium commented “Saltworks has done a fantastic job delivering this state-of-the-art lithium carbonate crystallisation plant, especially given the recent complications related to COVID-19. Our plan over the coming months has necessarily been adapted to fit the current trans-border situation between Canada and the USA. As we are able to freely transport large volumes of lithium chloride product from our operational demo plant in Arkansas up to Vancouver, once commissioning is completed we will initially test and run the SiFT plant using this feedstock, thus demonstrating the total lithium


extraction and crystallisation flowsheet that we have developed. Once trans-border movement of staff and equipment is relaxed, hopefully in the not too distant future, then we will transport the modules and integrate this SiFT Crystallisation Plant in to our 24/7 operations in Arkansas.

 

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Figure 1: An overview of the two 40’ long modular skids that comprise the majority of the SiFT Pilot Crystallisation Plant


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Figure 2: Overview of the hot and cold crystallisation reactors and inline filtration units

 

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Figure 3: Close-up of the fully automated control system

The Company also wishes to clarify that a total of 437,025 share purchase warrants were previously issued on February 20, 2020, as compensation to certain arms-length third-parties that assisted in introducing subscribers to the offering of special warrants completed by the Company, and not 452,025 warrants as indicated in the Company’s news release of February


21, 2020. For further information concerning the offering, and the terms of the warrants, readers should consult the news release of February 21, 2020.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first of a kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilises the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof of concept and commercial feasibility studies. The scaleable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in


circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.46

 

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STANDARD LITHIUM PROVIDES UPDATE ON ITS OPERATIONAL DIRECT

LITHIUM EXTRACTION AND CARBONATE CRYSTALLIZATION PLANTS

July 15th, 2020 – Vancouver, BC – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) an innovative technology and lithium development company, is pleased to provide updates regarding its two operational pilot plant projects. Firstly, the Company’s pre-commercial Direct Lithium Extraction (DLE) Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas has been operating successfully since late May, and has been producing concentrated lithium chloride product, as per its design. This first-of-its-kind pre-commercial plant, which uses Standard Lithium’s proprietary LiSTR DLE technology, has been operating on a 24/7 basis using tail-brine feed from the existing LANXESS facility. The plant has been undergoing a series of optimisation exercises to improve performance and reliability of the various unit operations and improve the quality of the final lithium solution. Additional work is also being completed at the project site to construct the foundations required to house the integrated SiFT Pilot Plant (see below) at the Arkansas Project Site, when international border restrictions allow. Photos of some operations within the plant are shown below in Figures 1 & 2.

Secondly, the Company’s industrial-scale lithium carbonate SiFT crystallization pilot plant is beginning initial lithium carbonate crystallization work. The commissioning phase of the plant has been successfully completed; all hot and cold hydraulic and filtering systems have operated successfully; real-time laser microscopy and crystal photoanalytical tools have been installed, and control systems have been tested. The plant will begin initial crystallization work this week using a lithium chloride solution that was produced last year by the Company’s Mini-Pilot DLE Plant, that operated continuously at the SGS testing facility in Ontario (note, this lithium chloride solution was produced from Arkansas brine). Once the lithium chloride product from the operational DLE plant in Arkansas is optimised, it will be shipped in bulk to Richmond, BC for final conversion in the SiFT plant. Transport of bulk volumes of polished lithium chloride product will continue to be shipped from Arkansas to BC, until such time that border restrictions are lifted, and it is possible to move the SiFT plant and Standard Lithium staff from BC to Arkansas.


Dr. Andy Robinson, President and COO of Standard Lithium commented “Standard Lithium continues to execute on our key project milestones; we have successfully started and operated the industrial scale DLE plant in Arkansas, and now we are starting up our next-generation lithium carbonate crystallisation plant. These achievements are a testament to the hard work and dedication of our talented technical team and our project partners. We continue to make significant strides towards commercial execution, and our large-scale pilot plants provide the necessary proof-of-concept.

 

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Figure 1: Standard Lithium’s analytical chemist performs real-time tests on process samples in the dedicated laboratory attached to the pre-commercial DLE Demonstration Plant in El Dorado, Arkansas, USA.


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Figure 2: Standard Lithium and Saltworks chemical engineers running through system commissioning procedures at the SiFT battery-quality lithium carbonate Pilot Plant, in Richmond, BC, Canada

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The Company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first of a kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilises the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof of concept and commercial feasibility studies. The scaleable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The Company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director


For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.47

 

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STANDARD LITHIUM SHIPS FIRST LARGE VOLUME OF LITHIUM CHLORIDE

PRODUCT FROM ARKANSAS FACILITY

 

 

HIGHLIGHTS

 

 

 

20,000 liters of lithium chloride product shipped

 

 

 

Conversion to lithium carbonate will be done using conventional batch process and also proprietary SiFT process

 

 

 

Design work begins on first commercial Direct Lithium Extraction plant

EL DORADO, AR, September 9, 2020 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company has shipped its first large volume of lithium chloride product from the Company’s Direct Lithium Extraction (DLE) Demonstration Plant for final conversion to lithium carbonate.

Direct Lithium Extraction

The Company’s first-of-its-kind in the world DLE Demonstration Plant is installed at LANXESS’ South Plant facility near El Dorado, Arkansas. The Demonstration Plant utilizes the Company’s proprietary “LiSTR” technology and is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of lithium carbonate.

Dual Track Program for Lithium Carbonate Conversion

As the Company continues to de-risk the south Arkansas project, it is undertaking a dual-track testing program for the conversion of lithium chloride to lithium carbonate. The Company is shipping an initial total volume of 20,000 liters of lithium chloride product for conversion to battery quality lithium carbonate using: (1) a third-party OEM/vendor in Plainfield, Illinois for lithium carbonate conversion using a conventional process; and (2) Saltworks Technologies Inc. in Richmond, B.C. to continue work currently underway using the company’s proprietary SiFT crystallization process.


SiFT Plant Update

The Company’s industrial-scale lithium carbonate SiFT crystallization pilot plant, located in Richmond, B.C., has been operating successfully since mid-July using a lithium chloride solution that was produced last year by the Company’s mini-pilot DLE plant (note, this lithium chloride solution was produced from Arkansas brine). The SiFT plant has been making high-purity lithium carbonate crystals from this lithium chloride and is now ready to receive the large volume of product coming from Standard Lithium’s continuously-operating plant in Arkansas for final conversion to battery-quality lithium carbonate. Photos of the product prior to shipping are shown in Figure 1 below, and live viewing of the lithium carbonate crystallization process from the SiFT Pilot Plant is shown in Figure 2.

 

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Figure 1: A few of the totes of lithium chloride product ready to be shipped from Standard Lithium’s DLE Demonstration Plant in El Dorado, Arkansas, USA up to the SiFT Pilot Plant in Richmond, BC, Canada.


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Figure 2: SiFT Pilot Plant chemical engineer viewing live images of high-purity lithium carbonate crystals being produced at the Pilot Plant, in Richmond, BC, Canada

Commercial Plant Design

Standard Lithium and its technical team have begun the process of scoping and designing the first commercial Direct Lithium Extraction plant for the Arkansas project. The design process is being aided by data generated from the Company’s continuously-operating LiSTR demonstration plant, and original equipment manufacturers (OEMs) have been engaged for early involvement in the design process.

Dr. Andy Robinson, president and COO of Standard Lithium commented “Standard Lithium keeps on delivering and de-risking our pre-commercial plants. We’ve been successfully operating our first-of-its-kind industrial scale DLE plant in Arkansas, and we’ve been continuously making lithium chloride product for months. We’re now at the point where we’ve got our SiFT pilot plant running, and we can use it to convert the lithium chloride product from Arkansas. This is a very exciting time for us because we’re approaching the point where we can demonstrate the continuous extraction of lithium from Smackover brine and conversion into battery-quality material.”

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale


Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.48

STANDARD LITHIUM MARKS COMMENCEMENT OF OPERATIONS AT ARKANSAS PLANT WITH A

VIRTUAL RIBBON CUTTING CEREMONY

State and Federal Dignitaries Celebrate the Global First-Of-Its-Kind Clean Tech Direct Lithium

Extraction Technology

EL DORADO, Ark., Sept. 21, 2020 (GLOBE NEWSWIRE) — Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company, today marked the official commencement of operations at the Company’s Arkansas LiSTR Direct Lithium Extraction facility, with a virtual ribbon-cutting and video walk-through tour of the plant. Arkansas Governor Asa Hutchinson, Senator’s John Boozman and Tom Cotton, Representative Bruce Westerman, and local officials joined Standard Lithium CEO Robert Mintak and LANXESS Corp. CEO and President Antonis Papadourakis for the virtual event. A recording of the event can be found on the Company’s YouTube channel, website and its other social media outlets.

 

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Plant Manager Bruce Seitz cutting the ribbon at the LiSTR Plant in El Dorado Arkansas

Standard Lithium CEO, Robert Mintak stated, “It was always our intention to do a physical ribbon cutting at the end of the commissioning stage but unfortunately that was not possible. The purpose of the virtual ribbon cutting is to highlight the efforts of individuals and teams that have brought the project to where we are today, an operating first-of-its-kind direct lithium extraction plant.”

“On behalf of LANXESS, our Board of Management and the Plastic Additives Business Unit I would like to congratulate Standard Lithium and especially the project team for the fantastic job you have done to this point,” said Antonis Papadourakis LANXESS Corp. President and CEO. “We recently announced the formation of a group initiative for E-Mobility. We manufacture a number of specialty chemicals that modern battery systems cannot do without, such as phosphorous chemicals, hydrofluoric acid and flame retardants. As you could imagine the commercial production of battery grade lithium, which is a key component in large scale lithium ion batteries, is also a crucial raw material for the desired expansion of


Electric Mobility. Together with Standard Lithium we aim to use this demonstration plant to address this development and today we are one important step closer to realizing this goal”.

Arkansas Governor Asa Hutchinson commented, “In the two short years since Patty Cardin of LANXESS introduced me to the team of Andy Robinson and Robert Mintak of Standard Lithium, the company has moved from a big concept to building a working industrial scale demonstration plant for direct lithium extraction. This cutting-edge disruptive technology has the potential to put Arkansas on the global map for lithium a critical mineral for the United States economy”.

Senator John Boozman stated, “It’s certainly a pleasure for me to congratulate Standard Lithium as we celebrate the launch of operations in Arkansas. I admire the vision and persistence of company leaders who work so hard through the unique challenges we are facing today to become fully operational. Standard Lithium’s investment will benefit the community, the region and the state of Arkansas”.

Senator Tom Cotton commented, “This is a cutting-edge project that could one day make America a leading producer of lithium and that’s no small matter because the lithium produced by this plant will power the products of advanced industries from smart phones to electric cars”.

Representative Bruce Westerman stated, “I’m very excited about this as well as everyone else should be because we are going to be making high quality lithium from Arkansas, a product that is in huge demand as we become more electrified around the world and in our country”.

The first-of-its-kind in the world Direct Lithium Extraction plant is installed at the Company’s project partner LANXESS’ South Plant facility near El Dorado, Arkansas. LiSTR is an environmentally friendly technology that selectively extracts lithium ions from tail brine that is a by-product of existing bromine production facilities run by LANXESS in south Arkansas. When compared to the conventional methods for recovering lithium from brine, the LiSTR process provides many benefits:

 

 

 

Vastly reduced recovery time—several hours versus as long as a year;

 

 

 

Significant efficiency gains—90% recovery versus 40-60%;

 

 

 

Improved purity of the final product;

 

 

 

Unlocking of unconventional resources—Arkansas Smackover brines.

Planning for the project’s phased commercial development – with a target initial annual production of 20,900 tonnes of battery-quality lithium chemicals, roughly five times the current domestic production – is currently underway.

Today, the U.S. represents less than 2% of global lithium production and no new lithium mine has been built in the United States in almost 60 years. A Trump administration executive order named lithium among 35 “critical minerals” for which the government wants to boost domestic production and reduce its heavy reliance on imports. U.S. imports of lithium have nearly doubled since 2014 due in part to rising demand from Tesla, SK Innovation Co and others building battery plants in the country, according to the U.S. Geological Survey.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine


operations. The company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

Contact:

For further information, contact Robert Mintak CEO at (604) 259 2963

info@standardlithium.com

Exhibit 99.49

 

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Consolidated Financial Statements

(Expressed in Canadian dollars)

Years ended June 30, 2020 and 2019


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INDEPENDENT AUDITORS’ REPORT

To the Shareholders and Directors of Standard Lithium Ltd.

Opinion

We have audited the consolidated financial statements of Standard Lithium Ltd. and its subsidiaries (the “Company”) which comprise the consolidated statements of financial position as at June 30, 2020 and 2019, and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years then ended and the related notes comprising a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter—Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the accompanying consolidated financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information, which comprises the information included in the Company’s Management Discussion & Analysis to be filed with the relevant Canadian securities commissions.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

 

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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

 

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

 

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

 

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

 

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

 

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

 

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors’ report is Fernando J. Costa.

/s/ Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, Canada

October 26, 2020

 

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STANDARD LITHIUM LTD.

Consolidated Statements of Financial Position

As at June 30, 2020 and 2019

Expressed in Canadian dollars

 

     2020     2019  

ASSETS

    

Current assets

    

Cash

   $ 4,141,494     $ 6,849,114  

Receivables

     44,908       90,428  

Prepaid expenses

     281,616       254,524  
  

 

 

   

 

 

 
     4,468,018       7,194,066  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 6)

     85,392       82,002  

Exploration and evaluation assets (Note 4)

     28,948,349       25,381,849  

Intangible asset (Note 7)

     1,882,609       1,910,349  

Asset under construction (Note 8)

     —         9,823,065  

Pilot plant (Note 9)

     22,377,444       —    
  

 

 

   

 

 

 
     53,293,794       37,197,265  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 57,761,812     $ 44,391,331  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (Note 14)

   $ 7,073,336     $ 5,615,174  
  

 

 

   

 

 

 

Non-current liabilities

    

Amounts payable (Note 11)

     —         398,453  

Convertible loan (Note 10)

     4,955,500       —    

Decommissioning provision (Note 12)

     136,280       —    
  

 

 

   

 

 

 
     5,091,780       398,453  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     12,165,116       6,013,627  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 13)

     70,990,300       57,875,488  

Shares to be issued (Note 7)

     —         475,000  

Reserves (Note 13)

     15,716,067       13,544,859  

Deficit

     (43,183,131     (33,655,763

Accumulated other comprehensive income

     2,073,460       138,120  
  

 

 

   

 

 

 

TOTAL EQUITY

     45,596,696       38,377,704  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 57,761,812     $ 44,391,331  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

    

Commitments (Note 4)

    

Subsequent Events (Note 19)

    

Approved by the Board of Directors and authorized for issue on October 26, 2020.

 

“Robert Mintak”                                             

  

“Dr. Andrew Robinson”                                         

Director

  

Director

The accompanying notes are an integral part of these consolidated financial statements.

 

4


STANDARD LITHIUM LTD.

Consolidated Statements of Comprehensive Loss

Years ended June 30, 2020 and 2019

Expressed in Canadian Dollars

 

     2020     2019  

Administrative Expenses

    

Advertising and investor relations

   $ 302,372     $ 1,528,862  

Amortisation of pilot plant (Note 9)

     3,722,862       —    

Amortisation of intangible asset (Note 7)

     27,740       —    

Consulting fees

     687,946       1,281,415  

Corporate development

     —         5,000  

Filing and transfer agent

     91,189       103,422  

Foreign exchange loss

     515,143       1,304  

Management fees (Note 14)

     925,815       1,109,382  

Office and administration

     294,438       242,302  

Patent

     110,158       149,259  

Preliminary economic assessment

     88,273       329,715  

Professional fees

     374,815       184,849  

Research and development

     2,811       4,252  

Share-based payment (Notes 13 and 14)

     2,037,564       3,325,918  

Travel

     113,351       246,827  
  

 

 

   

 

 

 

Loss from operations before other items

     (9,293,787     (8,512,507

Other items

    

Write-off acquisition costs (Note 4)

     —         (20,650

Loss on settlement of liability (Note 11)

     (83,414     —    

Interest and accretion expense (Notes 10 and 11)

     (150,167     (45,684
  

 

 

   

 

 

 

Net loss before other comprehensive income (loss)

     (9,527,368     (8,578,841
  

 

 

   

 

 

 

Other comprehensive income (loss)

    

Item that may be reclassified subsequently to income or loss:

    

Currency translation differences of foreign operations

     1,935,340       (140,442
  

 

 

   

 

 

 

Total comprehensive loss

   $ (7,592,028   $ (8,719,283
  

 

 

   

 

 

 

Weighted average number of common shares outstanding – basic and diluted

     88,776,626       77,935,643  

Basic and diluted loss per share

   $ (0.11   $ (0.11
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


STANDARD LITHIUM LTD.

Consolidated Statements of Changes in Equity

Years ended June 30, 2020 and 2019

Expressed in Canadian dollars

 

     Number
of
shares
     Share
capital
     Shares to
be issued
    Reserves      Deficit     Accumulated other
comprehensive
income
    Total equity  

Balance, June 30, 2018

     73,527,576      $  45,187,983      $ —       $ 9,847,553      $  (25,076,922   $ 278,562     $  30,237,176  

Share-based payment

     —          —          —         3,325,918        —         —         3,325,918  

Shares issued for cash, net of costs

     11,816,500        10,474,005        —         371,388        —         —         10,845,393  

Warrants exercised

     450,000        112,500        —         —          —         —         112,500  

Shares issued for exploration and evaluation assets

     1,300,000        1,626,000        —         —          —         —         1,626,000  

Shares issued for intangible asset acquisition

     500,000        475,000        475,000       —          —         —         950,000  

Net loss for the year

     —          —          —         —          (8,578,841     —         (8,578,841

Currency translation differences for foreign operations

     —          —          —         —          —         (140,442     (140,442
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     87,594,076        57,857,488        475,000       13,544,859        (33,655,763     138,120       38,377,704  

Share-based payment

     —          —          —         2,037,564        —         —         2,037,564  

Shares issued for cash, net of costs

     16,140,219        11,794,287        —         133,644        —         —         11,927,931  

Warrants exercised

     163,025        53,525        —         —          —         —         53,525  

Shares issued for exploration and evaluation assets

     1,100,000        792,000        —         —          —         —         792,000  

Shares issued for intangible asset acquisition

     500,000        475,000        (475,000     —          —         —         —    

Net loss for the period

     —          —          —         —          (9,527,368     —         (9,527,368

Currency translation differences for foreign operations

     —          —          —         —          —         1,935,340       1,935,340  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance, June 30, 2020

     105,497,320      $ 70,990,300      $ —       $  15,716,067      $  (43,183,131   $  2,073,460     $ 45,596,696  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6


STANDARD LITHIUM LTD.

Consolidated Statements of Cash Flows

Years ended June 30, 2020 and 2019

Expressed in Canadian Dollars

 

     2020     2019  

Cash flows from (used in) operating activities

    

Net loss

   $ (9,527,368   $ (8,578,841

Add items not affecting cash

    

Write-off of acquisition costs

     —         20,650  

Share-based payment

     2,037,564       3,325,918  

Amortisation of pilot plant

     3,722,862       —    

Amortisation of intangible asset

     27,740       —    

Interest and accretion expense

     150,167       46,405  

Loss on settlement of liability

     83,414       —    

Foreign exchange loss

     181,670       —    

Net changes in non-cash working capital items to operations:

    

Receivables

     45,520       15,017  

Prepaid expenses

     (27,092     753,930  

Accounts payable and accrued liabilities

     193,021       149,306  
  

 

 

   

 

 

 

Net cash used in operating activities

     (3,112,502     (4,267,615
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Exploration and evaluation expenditures

     (1,650,288     (3,866,496

Intangible asset

     (500,000     (608,301

Pilot plant

     (14,068,082     (8,879,549
  

 

 

   

 

 

 

Net cash used in investing activities

     (16,218,370     (13,354,346
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from the issuance of shares, net of costs

     11,927,931       10,845,393  

Exercise of warrants

     53,525       112,500  

Proceeds from convertible loan

     4,641,796       —    
  

 

 

   

 

 

 

Net cash from financing activities

     16,623,252       10,957,893  
  

 

 

   

 

 

 

Net change in cash

     (2,707,620     (6,664,068

Cash, beginning of year

     6,849,114       13,513,182  
  

 

 

   

 

 

 

Cash, end of year

   $ 4,141,494     $ 6,849,114  
  

 

 

   

 

 

 

Supplemental Cash Flow Information

    

Interest paid

     —         —    

Income taxes paid

     —         1,873  
  

 

 

   

 

 

 

Non-Cash Transactions (Note 18)

    

The accompanying notes are an integral part of these consolidated financial statements.

 

7


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

1.    Nature and Continuance of Operations

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”). The address of the Company’s corporate office and principal place of business is 835, 1100 Melville Street, Vancouver, British Columbia, Canada, V6E 4A6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at June 30, 2020 had an accumulated deficit of $43,183,131 and a working capital deficiency of $2,605,318. These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. Subsequent to June 30, 2020, the Company issued 4,743,784 common shares upon the exercise of stock options and warrants, raising proceeds of $4,019,934 (see Note 19). These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During March 2020, the World Health Organisation declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse developments, has adversely affected workforces, economies and financial markets globally, leading to an economic downturn. The impact of COVID-19 on the Company’s operations has not been significant, but management continues to monitor the situation.

2.    Basis of Presentation

 

 

a)    Statement

of compliance

These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Board (“IASB”). These consolidated financial statements have been prepared on the basis of IFRS standards that are effective for the Company‘s fiscal year ended June 30, 2020.

 

 

b)

Basis of consolidation

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

2.

Basis of Presentation—continued

 

 

c)

Functional and presentation currency

 

Items included in the consolidated financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

    Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

    Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

    All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

 

d)

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value.

In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

 

e)

Critical accounting estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and contingent liabilities as at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

2.

Basis of Presentation – continued

 

 

e)

Critical accounting estimates and judgments—continued

 

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to:

 

 

(i)

    Determination of categories of financial assets and financial liabilities

The determination of categories of financial assets and financial liabilities has been identified as an accounting policy involving assessments and judgments made by management.

 

 

(ii)

    Recoverability of long-lived assets

The application of the Company’s accounting policy for long-lived assets requires judgment in determining whether future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting there are indications of impairment, the carrying amount is tested to determine if it exceeds the recoverable amount.

 

 

(iii)

    Going concern assumption

As described in Note 1, management uses its judgement in determining whether the Company is able to continue as a going concern.

 

 

(iv)

    Deferred income taxes

Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable income realized, including the usage of tax planning strategies.

 

 

(v)

    Assessment of whether an acquisition is a business combination or an asset acquisition

Management uses judgment to determine whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are as follows:

 

 

(i)

    Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating the fair value for share-based payment transactions are disclosed in Note 13 and 14.

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

2.

Basis of Presentation – continued

 

 

e)

Critical accounting estimates and judgments—continued

 

 

(ii)

    Impairment calculations

The Company evaluates each long-term asset each reporting period to determine if there are any indications of impairment. If any such indications exist, an estimate of the recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The estimates and assumptions used to estimate the recoverable amount of the long-lived assets are subject to risk and uncertainty and there is the possibility that changes in circumstances will alter these estimates and assumptions.

 

 

(iii)

    Decommissioning provision

The Company estimates the decommissioning obligations for the Company’s pilot plant. In most instances, removal of assets and remediation occurs many years into the future. Amounts recorded for the decommissioning obligations and related accretion expense require estimates regarding remediation date, future environmental legislation, the extent of reclamation activities required, the engineering methodology for estimating costs, future removal technologies in determining the removal costs, and discount rates to determine the present value of these cash flows.

 

3.

Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements and have been applied consistently by the Company.

 

 

a)

Impairment of non-financial assets

Non-financial assets are evaluated at least annually by management for indicators that carrying value is impaired and may not be recoverable.    When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash generating unit (“CGU”), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets, where the recoverable amount of the CGU is the greater of the CGU’s fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments to the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

Where an impairment loss subsequently reverses for assets with a finite useful life, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

b)

Income taxes

 

Tax expense comprises current and deferred tax. Tax is recognized in income except to the extent it relates to items recognized in other comprehensive income or directly in equity.

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period.

Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period, and which are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax liabilities are generally recognized for all taxable temporary differences. However, deferred tax liabilities are not recognized for taxable temporary differences arising on investments in subsidiaries where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future, or on temporary differences that arise from goodwill which is not deductible for tax purposes. Deferred tax assets are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized. Deferred tax assets are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are not recognized in respect of temporary differences that arise on initial recognition of assets and liabilities acquired other than in a business combination.

c)    Convertible debentures

Convertible debentures are classified separately into financial liability and equity components in accordance with the substance of the contractual agreement. At the date of issue, the fair value of the liability component is estimated using a discount rate that would have been applicable to non-convertible debt. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or repayment. The equity component is determined by deducting the amount of the liability component from the face value of the convertible debenture as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured.

d)    Earnings per share

Basic earnings (loss) per share (“EPS”) is calculated by dividing profit or loss attributable to ordinary equity holders (numerator) by the weighted average number of ordinary shares outstanding (denominator) during the period. The denominator is calculated by adjusting the shares issued at the beginning of the period by the number of shares bought back or during the period, multiplied by a time-weighting factor.

Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential units. The effects of anti-dilutive potential units are ignored in calculating diluted EPS. All options and warrants are considered anti-dilutive when the Company is in a loss position.

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

3.    Significant Accounting Policies – continued

 

 

e)

Share-based payments

 

The Company has an equity-settled share purchase stock option plan. Share-based payments to employees are measured at the fair value of the instruments issued and are amortized over the vesting period, which is the period over which all of the specific vesting conditions are satisfied. For awards with graded vesting, the fair value of each tranche is recognized over its respective vesting period.

Share-based payments to non-employees are measured at the fair value of goods or services received, or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The offset to the recorded cost is to stock options reserve. Consideration received on the exercise of stock options is recorded as share capital and the related stock options reserve is transferred to share capital. Upon expiry the recorded value is transferred to deficit.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where a grant of options is cancelled and settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

f)    Financial instruments

The following table summarizes the classification and measurement of the Company’s financial instruments under IFRS 9:

 

   

Financial Instrument

  

Classification

 

Cash

  

FVTPL

        

 

Accounts payable

  

Amortized cost

 

Convertible loan

  

Amortized cost

Financial assets

The Company classifies its financial assets into the following categories, depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

Amortized cost

Amortized cost are those assets which are held within a business whose objective is to hold financial assets to collect contractual cash flows; and the terms of the financial assets must provide on specified dates cash flows solely through the collection of principal and interest.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

3.    Significant Accounting Policies – continued

 

 

f)

Financial instruments – continued

 

Fair value through other comprehensive income (“FVOCI”)

FVOCI assets are those assets which are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial assets give rise on specified dates to cash flows solely through the collection of principal and interest.

FVTPL

A financial asset shall be measured at fair value through profit or loss unless it is measured at amortized cost or FVOCI. The Company may however make the irrevocable option to classify particular investments as FVTPL.

All financial instruments are initially recognized at fair value on the consolidated statement of financial position. Subsequent measurement of financial instruments is based on their classification. Financial assets and liabilities classified at FVTPL are measured at fair value with changes in those fair values recognized in the consolidated statement of loss and comprehensive loss for the year. Financial assets classified at amortized cost are measured at amortized cost using the effective interest method.

Financial assets are de-recognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred.

Financial liabilities

Management determines the classification of its financial liabilities at initial recognition.

Amortized cost

The Company classifies all financial liabilities as subsequently measured at amortized cost using the effective interest method, except for financial liabilities carried at FVTPL and certain other exceptions.

Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

g)    Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received net of direct issuance costs.

The Company uses the residual value method with respect to the measurement of common shares and share purchase warrants issued as units. The proceeds from the issue of units is allocated between common shares and share purchase warrants where the fair value of the common shares is based on the market value on the announcement date and the balance, if any, is allocated to the attached warrants.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

h)    Leases

Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Leases in terms of which the Company does not assume substantially all the risks and rewards of ownership are classified as operating leases, which are recognised as an expense on a straight-line basis over the lease term.

i)    Intangible assets

Intangible assets with finite useful lives are recorded at cost less accumulated amortization and accumulated impairment losses and are amortized on a straight-line basis over their estimated useful life. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives are carried at cost less accumulated impairment losses.

The Company’s intangible asset is amortized on a straight-line basis over its estimated useful life of 10 years.

j)    Asset acquisition

Management determines whether assets acquired and liabilities assumed constitute a business. A business consists of inputs and processes applied to those inputs that have the ability to create outputs. The Company completed the acquisition of 2661881 Ontario Limited on December 13, 2018 and concluded that the transaction did not qualify as a business combination under IFRS 3, “Business Combinations”, as management concluded that significant processes were not acquired. Accordingly, the acquisition of 2661881 Ontario Limited has been accounted for as an asset acquisition (Note 7).

k)    Exploration and Evaluation Expenditures

General exploration and evaluation (“E&E”) expenditures incurred prior to acquiring the legal right to explore are charged to profit or loss as incurred. E&E expenditures incurred subsequent to acquisition of the legal right to explore, including license and property acquisition costs, geological and geophysical expenditures, costs of drilling exploratory wells and directly attributable overhead including salaries and employee benefits, are initially capitalized as E&E assets. E&E assets are not depleted and are moved into property, plant and equipment when they are determined to meet certain technical feasibility and commercial viability thresholds as determined by management. Upon transfer to property, plant and equipment, E&E assets are assessed for impairment in addition to regular impairment reviews to ensure they are not carried at amounts above their estimated recoverable values.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

k)

Exploration and Evaluation Expenditures – continued

 

E&E assets are assessed for impairment at the cash-generating unit level when there are indicators of impairment. The Company considers the following to be indicators of impairment:

 

 

(a)

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

 

 

(b)

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

 

 

(c)

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

 

 

(d)

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

 

 

l)

Property and Equipment

Property and and equipment is initially recorded at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset.

Residual values and useful economic lives are reviewed at least annually and are adjusted if appropriate at each reporting date. Subsequent expenditures relating to an item of property and equipment are capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditure is recognized as repairs and maintenance expenses during the period in which they are incurred. Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized net within other income in the consolidated statement of comprehensive loss.

The Company’s pilot plant is amortized on a straight-line basis over its estimated useful life of 2 years.

 

 

m)

Decommissioning Provision

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of management’s best estimate of future remediation costs arising from the decommissioning is capitalized to the related asset along with a corresponding increase in the decommissioning provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The amount capitalized will be depreciated on the same basis as the related assets.

The Company’s estimates of remediation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of future expenditures. These changes in estimates are recorded directly to the asset with a corresponding entry to the decommissioning provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

3.

Significant Accounting Policies – continued

 

 

m)

Decommissioning Provision – continued

 

Changes in the net present value due to the passage of time are charged to profit and loss for the period as a borrowing cost with a corresponding entry to the decommissioning provision. The net present value of remediation costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to profit or loss in the period incurred. The costs of remediation projects that were included in the provision are recorded against the provision as incurred.

 

 

n)

Research and development expenditures

Research expenditures are expensed in the period incurred. Product development expenditures are expensed in the period incurred unless the product under development meets specific criteria related to technical, market and financial feasibility for deferral and amortization. The Company’s policy is to amortize deferred product development expenditures over the expected future life of the product once product revenues or royalties are recorded.

 

 

o)

Changes in accounting standards

New accounting standards effective for annual periods on or after January 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore, there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Assets

 

     California
Property
$
    Arkansas
Property
$
    Total
$
 

Acquisition costs:

      

Balance, June 30, 2018

     6,140,254       5,821,628       11,961,882  

Acquisition of property

     2,096,767       5,103,033       7,199,800  

Reclassification from acquisition to exploration costs

     (53,508     —         (53,508

Effect of movement in foreign exchange rates

     (82,066     (61,326     (143,392
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     8,101,447       10,863,335       18,964,782  

Acquisition of property

     1,320,347       960,910       2,281,258  

Effect of movement in foreign exchange rates

     331,972       449,077       781,049  
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2020

     9,753,766       12,273,322       22,027,089  

Exploration Costs:

      

Balance, June 30, 2018

     3,016,458       1,212,003       4,228,461  

Reclassification from acquisition to exploration costs

     53,508       —         53,508  

Site management

     61,621       —         61,621  

Drilling

     915,839       —         915,839  

Other exploration costs

     368,856       863,867       1,232,723  

Effect of movement in foreign exchange rates

     (48,902     (26,183     (75,085
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     4,367,380       2,049,687       6,417,067  

Other exploration costs

     6,317       231,137       237,453  

Effect of movement in foreign exchange rates

     181,021       85,719       266,740  
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2020

     4,554,718       2,366,543       6,921,260  
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2019

     12,468,827       12,913,022       25,381,849  
  

 

 

   

 

 

   

 

 

 

Balance, June 30, 2020

     14,308,484       14,639,864       28,948,349  
  

 

 

   

 

 

   

 

 

 

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

4.    Exploration and Evaluation Expenditures—continued

 

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020 (paid)

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020 (issued)

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

4.    Exploration and Evaluation Expenditures—continued

 

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid subsequent to year end)

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc., to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

4.    Exploration and Evaluation Expenditures—continued

 

California Property – continued

 

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California.

In consideration for the acquisition of the Vendor, the Company will issue 1,000,000 common shares, and will assume responsibility for all outstanding liabilities of the Vendor. Closing of the acquisition remains subject to the final approval of the TSX Venture Exchange, as well as certain other conditions as are customary in transactions of this nature. All common shares issued in connection with the acquisition will be subject to a four-month-and-one-day hold period in accordance with the policies of the TSX Venture Exchange. During the year ended June 30, 2019, the Company decided to not complete the transaction and wrote-off acquisition costs of $20,650. The Company has no further obligations or liabilities to the Vendor.

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

4.

Exploration and Evaluation Expenditures – continued

 

Arkansas Property

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019 (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities. The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. The Company has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at June 30, 2020.

 

5.

Deposit on mineral property

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”) with TETRA Technologies, Inc. and in connection with entering into the MOU, made a non-refundable deposit of $125,800 (US$100,000). On April 23, 2018, the Company entered into an EOA (as described in Note 4) with TETRA and upon entering into the EOA the non-refundable deposit was reclassified from deposit on mineral property to exploration and evaluation assets.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

6.    Reclamation deposit

On September 6, 2017, the Company paid $85,392 (US$62,659) for a reclamation bond to the Bureau of Land Management (“BLM”) with respect to the exploration trenching and drilling on the California Property (Note 4). This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

7.    Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”)(paid); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”)(issued).

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under items (v) and (vi) above to Brown by making (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000 (paid), and the issuance of 500,000 common shares (issued) on or before December 31, 2019. As at June 30, 2020, the Company has satisfied all payment and share issuance obligations due and owing with respect to the acquisition of 2661881 as detailed above.

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

7.

Intangible asset (continued)

 

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Balance, June 30, 2019

     1,910,349  

Amortisation

     (27,740
  

 

 

 

Balance, June 30, 2020

     1,882,609  
  

 

 

 

The intangible asset represents purchase of intellectual property rights and was put in use in conjunction with the operation of the Company’s pilot plant on May 9, 2020 (Note 9).

 

8.

Asset under construction

The Company has developed a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use until May 9, 2020 at which time the accumulated costs were reclassified to pilot plant and subject to depreciation (see Note 9).

 

9.

Pilot plant

On May 9, 2020, the Company commenced full-time operation of its LiSTR pilot plant, located at LANXESS’ south plant facility in El Dorado, Arkansas. The pilot plant is the culmination of over three years of research and development activities by the Company and its partners. The pilot plant is a bespoke DLE (Direct Lithium Extraction) plant, designed to extract lithium directly and continuously from Smackover Formation brines. The plant is designed to process up to 50 USGPM of brine, extract the lithium, and produce a high quality, concentrated lithium chloride intermediate product.

The pilot plant is being amortized on a straight-line basis over its estimated useful life of 2 years and has an estimated salvage value of $680,000 at the end of its estimated useful life.

As at June 30, 2020, the carrying value of the pilot plant is summarized as follows:

 

     $  

Balance at June 30, 2019 and 2018

     —    

Costs transferred from asset under construction

     25,964,026  

Decommissioning provision

     136,280  

Amortisation

     (3,722,862
  

 

 

 

Balance at June 30, 2020

     22,377,444  
  

 

 

 

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

 

 

10.

Convertible loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 9).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common shares of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability.

 

25


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

10.

Convertible loan—continued

 

 

 

The gross proceeds of the Convertible loan were reduced by the transaction costs of US$199,869 resulting in a balance of US$3,550,131 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term at 4.1% per annum using the effective interest method.

 

                 $    

Beginning balance at June 30, 2019 and 2018

     —    

Initial recognition

     4,641,796  

Interest and accretion expense

     132,034  

Foreign exchange loss

     181,670  
  

 

 

 

Balance at June 30, 2020

     4,955,500  
  

 

 

 

 

11.

Amounts payable

During the year ended June 30, 2019, the Company issued note payable of $250,000 payable six months after the closing date of the acquisition of 266861 Ontario Limited (Note 7) and will owe $500,000 at a later date as referenced in Note 7(v). Due to these amounts being owed at a later date the Company valued these at the present value and recorded accretion expense as follows:

 

                 $    

Beginning balance at June 30, 2018

     —    

Fair value of promissory note payable due six months after closing date

     226,391  

Accretion expense for promissory note payable due six months after closing date

     23,609  

Cash payable on or before the Investment Date

     375,657  

Accretion expense for cash payable on or before the Investment Date

     22,796  
  

 

 

 

Total note payable

     648,453  

Less: amount paid

     (250,000
  

 

 

 

Amounts payable at June 30, 2019

     398,453  

Accretion expense for cash payable on or before the Investment Date

     18,133  

Loss on settlement of liability

     83,414  

Less: amount paid

     (500,000
  

 

 

 

Amounts payable at June 30, 2020

     —    
  

 

 

 

 

12.

Decommissioning Provision

The following table presents the continuity of the decommissioning provision associated with the Company’s pilot plant:

 

                 $    

Beginning balance at June 30, 2019 and 2018

     —    

Initial recognition

     136,280  
  

 

 

 

Balance at June 30, 2020

     136,280  
  

 

 

 

The present value of the decommissioning provision of $136,280 was calculated using an average risk-free rate of 0.25%. Decommissioning activities are expected to occur between 2023 and 2025.

 

26


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

 

 

 

13.

Share Capital

 

 

a)

Authorized capital

Unlimited number of common voting shares without nominal or par value.

Unlimited number of preferred shares without par value issued in one or more series.

105,497,320 common shares were issued and outstanding at June 30, 2020.

On October 1, 2018, the Company issued 500,000 common shares with a fair value of $840,000 to Nevada Alaska Mining Co. Ltd. (Note 4).

On October 23, 2018, the Company issued 200,000 common shares with a fair value of $280,000 to TETRA Technologies, Inc. (Note 4).

On December 13, 2018, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 7).

On March 21, 2019, the Company closed a brokered short form prospectus financing and issued 11,390,500 units of the Company at a price of $1.00 per unit, for gross proceeds of $11,390,500. Each unit consists of one common share of the Company and one-half of one common share purchase warrant.

Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (March 21, 2022). The Company paid underwriters’ commission of $570,685, issued 797,336 underwriter’s warrants with a fair value of $371,388 and incurred $389,787 of additional share issuance costs to complete the financing. Each underwriter’s warrant is exercisable to purchase an additional share at a price of $1.00 per share for a period of 24 months from the closing date (March 21, 2021).

On April 10, 2019, the Company closed a non-brokered private placement and issued 426,000 units of the Company at a price of $1.00 per unit, for gross proceeds of $426,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one common share of the Company at an exercise price of $1.30 for a period of 36 months from the closing date (April 10, 2022). The Company incurred $10,635 of share issuance costs to complete the financing.

On May 1, 2019, the Company issued 200,000 common shares with a fair value of $166,000 to National Chloride (Note 4).

On May 2, 2019, the Company issued 400,000 common shares with a fair value of $340,000 to TETRA Technologies, Inc. (Note 4).

During the year ended June 30, 2019, the Company issued a total of 450,000 common shares for the exercise of share purchase warrants. The Company received proceeds of $112,500 upon exercise.

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd. (Note 4).

 

27


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

13.

Share Capital—continued

 

 

a)

Authorized capital – continued

 

On December 27, 2019, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 7).

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,219 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months from the issuance of the Special Warrants, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102. All Special Warrants converted to unrestricted common shares on June 21, 2020.

On April 23, 2020, the Company issued 400,000 common shares with a fair value of $248,000 to TETRA Technologies, Inc. (Note 4).

On May 24, 2020, the Company issued 200,000 common shares with a fair value of $184,000 to National Chloride. (Note 4).

During the year ended June 30, 2020, the Company issued a total of 163,025 common shares for the exercise of share purchase warrants. The Company received proceeds of $53,525 upon exercise.

 

28


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

13.

Share Capital—continued

 

 

b)

Warrants

 

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2018

     8,631,411        1.65  

Issued

     6,705,585        1.26  

Exercised

     (450,000      0.25  
  

 

 

    

 

 

 

Balance at June 30, 2019

     14,886,996        1.53  

Expired

     (5,156,411      2.60  

Exercised

     (163,025      0.32  

Cancelled

     (15,000      1.00  

Issued

     8,522,135        1.00  
  

 

 

    

 

 

 

Balance at June 30, 2020

     18,074,695        0.98  
  

 

 

    

 

 

 

The weighted average remaining contractual life of the warrants outstanding is 1.49 years.

 

 

c)

Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 3, 2018, the Company granted 300,000 stock options to a consultant of the Company at an exercise price of $1.21 for a period of five years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On July 23, 2018, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.03 for a period of one year with all of the stock options vesting immediately on the date of grant.

On September 4, 2018, the Company granted 2,000,000 stock options to directors, officers and consultants of the Company at an exercise price of $1.40 for a period of five years with all of the stock options vesting immediately on the date of grant.

On April 1, 2019, the Company granted 750,000 stock options to consultants of the Company at an exercise price of $1.00 for a period of three years. All of the stock options vested on June 29, 2019.

 

29


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

13.

Share Capital—continued

 

 

 

 

c)

Options

On June 13, 2019, the Company granted 150,000 stock options to a consultant of the Company at an exercise price of $1.00 for a period of three years with all of the stock options vesting immediately on the date of grant.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of 3 years. All of the stock options vested at grant.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the stock options vested at grant.

On May 4, 2020, the Company granted 850,000 stock options to consultants of the Company at a price of $0.75 for a period of three years. All of the stock options vested at grant.

On May 13, 2020, the Company granted 100,000 stock options to a consultant of the Company at a price if $0.81 for a period of three years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

The weighted average fair value at grant date of options granted during the year ended June 30, 2020 was $0.99 per option (2019: $0.75). The fair value was determined using the Black-Scholes option-pricing model using the following weighted average assumptions:

 

     2020     2019  

Expected stock price volatility

     103     139

Risk-free interest rate

     0.97     1.83

Dividend yield

     —         —    

Expected life of options

     3.17 years       4.28 years  

Stock price on date of grant

   $ 0.80     $ 1.00  

Forfeiture rate

     —         —    

 

30


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

13.

Share Capital—continued

 

 

c)

Options

 

Stock option transactions are summarized as follows:

 

     Number of options      Weighted
average
exercise price
 

Balance at June 30, 2018

     5,572,681      $ 1.24  

Options granted

     3,350,000        1.26  

Options cancelled

     (175,000      1.24  
  

 

 

    

 

 

 

Balance at June 30, 2019

     8,747,681        1.25  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  

Options expired

     (721,897      2.10  

Options granted

     5,950,000        0.78  
  

 

 

    

 

 

 

Balance at June 30, 2020

     13,525,784      $ 0.99  
  

 

 

    

 

 

 

The following table summarizes stock options outstanding and exercisable at June 30, 2020:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
       Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        1.67        1.05        1,250,000          1.05  

0.96

     2,590,000        1.96        0.96        2,590,000          0.96  

1.02

     435,784        0.11        1.02        435,784          1.02  

2.10

     500,000        2.65        2.10        500,000          2.10  

1.40

     1,900,000        3.18        1.40        1,900,000          1.40  

1.00

     750,000        1.75        1.00        750,000          1.00  

1.00

     150,000        1.95        1.00        150,000          1.00  

0.83

     100,000        2.05        0.83        100,000          0.83  

0.75

     150,000        3.30        0.75        150,000          0.75  

0.89

     300,000        2.54        0.89        300,000          0.89  

0.76

     4,450,000        2.69        0.76        4,450,000          0.76  

0.75

     850,000        2.84        0.75        850,000          0.75  

0.81

     100,000        2.87        0.81        —            0.81  
  

 

 

    

 

 

    

 

 

    

 

 

      

 

 

 
     13,525,784        2.39        0.99        13,425,784          0.99  
  

 

 

    

 

 

    

 

 

    

 

 

      

 

 

 

 

31


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

14.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     2020      2019  

Management fees

   $ 925,125      $ 1,109,382  

Share-based payments

     1,402,448        2,102,790  
  

 

 

    

 

 

 
   $ 2,327,573      $ 3,212,172  
  

 

 

    

 

 

 

As at June 30, 2020 there is $200,809 (2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company.

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

15.

Income Taxes

Income tax expense (recovery) varies from the amount that would be computed from applying the combined Canadian federal and provincial income tax rate to income before taxes as follows:

 

     2020     2019  

Net loss for the year before taxes

   $ (9,527,368   $ (8,578,841

Statutory Canadian corporate tax rate

     27.00     27.00
  

 

 

   

 

 

 

Anticipated tax recovery

   $ (2,572,389   $ (2,315,810

Non-deductible items and other differences

     866,608       765,121  

Change in unrecognized tax benefits

     1,705,781       1,550,689  
  

 

 

   

 

 

 

Actual income tax provision (recovery)

   $ —       $ —    
  

 

 

   

 

 

 

The significant components of the Company’s deferred tax assets (liabilities) are as follows:

 

     2020      2019  

Petroleum and natural gas interests

   $ 61,047      $ 61,047  

Mineral property interests

     1,704,369        1,910,992  

Non-capital loss carry forwards

     5,655,576        4,256,908  

Share issue costs

     550,405        777,153  
  

 

 

    

 

 

 
     8,711,881        7,006,100  

Unrecognized deferred tax assets

     (8,711,881      (7,006,100
  

 

 

    

 

 

 

Net deferred income tax assets

   $ —        $ —    
  

 

 

    

 

 

 

 

32


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

15.

Income Taxes—continued

 

At June 30, 2020, the Company has available non-capital tax losses for Canadian income tax purposes of approximately $20,127,000, available for carry-forward to reduce future years’ taxable income, if not utilized, expiring between 2031 and 2040. At June 30, 2020, the Company has available non-capital tax losses for United States income tax purposes of approximately $1,054,000, available for indefinite carry-forward to reduce future years’ taxable income.

 

16.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

17.

Financial instruments and financial risk management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the years ended June 30, 2020 and 2019.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  

 

33


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

17.

Financial instruments and financial risk management—continued

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at June 30, 2020, the Company has a working capital deficit of $2,605,318 (2019 – working capital surplus $1,578,892).

 

34


 

STANDARD LITHIUM LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2020 AND 2019

(Expressed in Canadian Dollars)

 

 

17.

Financial instruments and financial risk management—continued

 

 

(iv)

Foreign Exchange Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     2020
$
     2019
$
 

Cash

     574,506        248,860  

Accounts payable

     (6,426,587      (4,509,929

Convertible loan

     (4,955,500      —    
  

 

 

    

 

 

 

At June 30, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3628. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $700,000 in the Company’s comprehensive loss for the year.

 

18.

Non-Cash Transactions

 

Non-cash Financing and Investing Activities

   2020
$
     2019
$
 

Shares issued for exploration and evaluation assets

     792,000        1,626,000  

Warrants issued for finder’s fees

     133,644        —    

Shares issued for intangible asset

     475,000        475,000  

Shares issuable for intangible asset

     —          475,000  

Exploration and evaluation expenditures included in accounts payable

     4,224,680        4,148,257  

Pilot plant expenditures included in accounts payable

     2,132,234        943,516  
  

 

 

    

 

 

 

 

19.

Subsequent Events

Subsequent to June 30, 2020, the Company issued 4,493,784 common shares upon the exercise of warrants for proceeds of $3,779,934 and 250,000 common shares upon the exercise of stock options for proceeds of $240,000.

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

 

35

Exhibit 99.50

 

LOGO

Management’s Discussion and Analysis

FOR THE YEAR ENDED JUNE 30, 2020


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

INTRODUCTION

 

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at October 26, 2020 and it should be reviewed in conjunction with the audited consolidated financial statements and related notes thereto of the Company for the year ended June 30, 2020. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard Lithium” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium Ltd. (“Standard” or “the Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”, and are quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and the Frankfurt Stock Exchange under the symbol “S5L”. The head office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia, V6E 4A6 Canada.

The Company’s principal focus is the development of lithium-bearing brine resources in North America, and the eventual commercial production of high-purity lithium chemicals. In order to achieve a portfolio of lithium-brine bearing properties, the Company has either directly secured brine leases from public lands or private landowners, or has partnered, in a variety of commercial relationships, with existing brine resource holders. The Company has also

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

1. SUMMARY OF STANDARD LITHIUM’S BUSINESS—continued

 

developed a suite of Intellectual Property (“IP”) related to novel technologies that can be deployed to either selectively extract lithium from brine, or convert and purify intermediate lithium chemicals to higher purity materials.

This IP suite is protected by a series of patent applications, and where the underlying inventor is an associate of, or consultant to SLL, exclusive rights or sole-licensing agreements are in place to allow SLL unfettered access to the patent(s) and associated know-how.

The Company’s focus is on advancing its south Arkansas lithium project towards commercial production. The company also has an early stage lithium brine project in the Mojave Desert in California

Historical information relating to the formation of the various land packages and commercial agreements are available under the Company’s SEDAR profile.

ARKANSAS LITHIUM

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases (“Lanxess Project”). The Company is also conducting mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas (“Tetra Project”).

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

LANXESS PROJECT

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

In addition, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas. Under the proposed terms of the joint venture, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture, and Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on the property, as well as its proprietary extraction processes including all relevant intellectual property rights.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for the commercial development of the future commercial project. It is anticipated that the joint venture will include options for Standard Lithium to participate in project funding on similar terms.

The final terms of the joint venture and any funding arrangement remain subject to completion of due diligence, technical proof of concept, normal economic viability studies to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

The Company has issued two technical reports for the Lanxess Project. The first Resource Report was filed on the Company’s SEDAR profile on November 19, 2018 and comprised an Inferred Resource estimate for lithium contained in brine underlying the Lanxess property. The second report was a Preliminary Economic Assessment (PEA), filed on August 01, 2019. The PEA comprised an upgraded Indicated Resource estimate for the property, as well as preliminary capital and operational costing and project economics for a proposed commercial plant at the property. All information contained within the PEA superseded that which had been previously reported for the Lanxess Project.

Lanxess PEA – Executive Summary

As described above, on August 01 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report. The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium. The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%. The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

CAPEX Summary

 

Stage of

Development

  

Description

  

Cost (US$)

Phase 1

  

South Lithium Chloride Plant

  

106,886,000

  

Central Lithium Carbonate Plant – Train No 1

  

27,711,000

  

Pipelines

  

2,340,000

  

Contingency 25%

  

34,234,000

  

Phase 1 Subtotal

  

171,171,000

Phase 2

  

West Lithium Chloride Plant

  

99,393,000

  

Central Lithium Carbonate Plant – Train No 2

  

25,769,000

  

Pipelines

  

3,780,000

  

Contingency 25%

  

32,236,000

  

Phase 2 Subtotal

  

161,178,000

Phase 3

  

Central Lithium Chloride Plant

  

66,589,000

  

Central Lithium Carbonate Plant – Train No 3

  

17,261,000

  

Contingency 25%

  

20,963,000

  

Phase 3 Subtotal

  

104,813,000

  

CAPEX TOTAL

  

437,162,000

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in the table below.

Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

  

Units

  

Values

  

Comments

Production

  

tpy

  

20,900

  

At completion of Phase 3 production

Plant Operation

  

years

  

25

  

From the start of Phase 1 production

Capital Cost (CAPEX)

  

US$

  

437,162,000

  

Annual Operating Cost (OPEX)

  

US$

  

90,259,000

  

At completion of Phase 3 production

Average Selling Price

  

US$/t

  

13,550

  

Annual Revenue

  

US$

  

283,195,000

  

Discount Rate

  

%

  

8

  

Net Present Value (NPV) Post-Tax

  

US$

  

989,432,000

  

Net Present Value (NPV) Pre-Tax

  

US$

  

1,304,766,000

  

Internal Rate of Return (IRR) Post-Tax

  

%

  

36.0

  

Internal Rate of Return (IRR) Pre-Tax %

  

%

  

41.8

  

Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Lanxess Project – Current Status

During 2019, the Company designed and constructed a modular demonstration-scale lithium extraction plant in Ontario, Canada. This Demonstration Plant was mobilized and transported to Lanxess’ operational brine processing facility at their South Plant. The initial installation of the plant was completed in mid-October 2019, a semi-permanent structure to enclose the plant and ancillary laboratory, office and control room were installed by December 2019, and all utility and service connections were completed by the end of January 2020. In mid-May 2020 the Company announced the completion of the commission phase of the Demonstration plant. The Demonstration Plant is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of Lithium Carbonate. The highly automated, three-story demonstration plant includes an integrated office and control room, as well as a full, process-specific analytical laboratory.

TETRA PROJECT

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000+ net brine acres of leases located in Columbia and Lafayette Counties, Arkansas.

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to the Tetra Project. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Inferred Resource – Executive Summary

On February 28 2019, the Company issued an Inferred Resource NI43-101 report for the Tetra project, and the Executive Summary of this is provided below; the full report is available under the Company’s SEDAR profile (See Tetra Inferred Resource Report on Company’s Sedar page).

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

TETRA PROJECT—CONTINUED

 

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.   Middle Smackover Formation   Total (and main
resource)

Parameter

  

South
Resource
Area

 

North
Resource
Area

 

South
Resource
Area

 

North
Resource
Area

   

Aquifer Volume (km3)

  

2.49

 

3.65

 

0.60

 

0.93

 

7.66

Brine Volume (km3)

  

0.25

 

0.36

 

0.06

 

0.09

 

0.76

Average lithium concentration (mg/L)

  

399

 

160

 

399

 

160

 

199

Average Porosity

  

10.1%

 

10.1%

 

10.3%

 

10.3%

 

10.1%

Total Li resource (as metal) metric tonnes

(see notes [4] & [5] below)

  

78,000

 

44,000

 

18,000

 

11,000

 

151,000

Total LCE resource

(metric tonnes)

(see notes [4] & [5] below)

  

413,000

 

233,000

 

98,000

 

59,000

 

802,000

Notes:

[1] Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement—continued

Notes:—continued

[2] Numbers may not add up due to rounding.

[3] The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

[4] The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

[5] In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

TETRA PROJECT—CONTINUED

 

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

TETRA PROJECT—CONTINUED

 

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Tetra Project – Current Status

No additional work has been completed by the Company on the Tetra project following completion of the Inferred Resource report outlined above. However, our project partners, Tetra Technologies, have been involved in renewal of brine leases across the Project, where appropriate.

CALIFORNIA LITHIUM

The Company also has a lithium brine development project in the Mojave Desert region of California. This project consists of approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins (collectively known as The Bristol Dry Lake Project). The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

The land package consists of:

 

 

 

Option purchase agreement with Nevada Alaska Mining Inc.;

 

 

 

Property lease agreement with National Chloride; and,

 

 

 

A License, exploration and operation agreement with TETRA Technologies.

Details regarding the various commercial agreements with these companies and the Company’s ongoing commitments can be found in previous versions of the Company’s MD&A.

Some limited investigation and processing works have been completed at the Bristol Dry Lake Project, consisting of geophysical surveys, drilling and sampling, test-pitting and sampling, completion of evaporation pond performance testing and other water level surveys. As of the time of writing of this document, these data have not been integrated into a technical report for the Project, however it is the Company’s intention to complete any necessary investigation works and deliver a technical report in the future.

 

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STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

QA/QC

 

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

2. HIGHLIGHTS FOR THE YEAR ENDED JUNE 30, 2020

Convertible Loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 9 of the Consolidated Financial Statements for the year ended June 30, 2020).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common share of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability.

The gross proceeds of the Convertible loan were reduced by the transaction costs of US$199,869 resulting in a balance of US$3,550,131 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term at 4.1% per annum using the effective interest method. As at June 30, 2020, the balance of the convertible loan was $4,955,500.

Demonstration Plant Installation and Full-Time Operation

The Company and their contractors completed initial installation of the demonstration-scale lithium extraction plant at Lanxess’ South Plant in Arkansas. This installation was completed in mid-October 2019. During November and December 2019, a semi-permanent all-weather structure was installed to enclose the demonstration plant, and an office/control room and an analytical laboratory were also installed.

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

2. HIGHLIGHTS FOR THE YEAR ENDED JUNE 30, 2020—CONTINUED

 

Demonstration Plant Installation and Full-Time Operation – continued

 

On May 9, 2020, the Company commenced full-time operation of the LiSTR Demonstration Plant. The plant is designed to process up to 50 CNDGPM of brine, extract the lithium, and produce a high quality, concentrated lithium chloride intermediate product. This product can them be converted into battery quality lithium carbonate, either via conventional OEM processes, or via the Company’s proprietary SiFT technology. The Sift Pilot Plant is now operational and represents the next generation of lithium carbonate crystallisation, promising higher purities and more consistent product specifications; all requirements of the next generations of lithium ion batteries.

The cost to construct the pilot plant was $25,964,026 with an estimated salvage value of $680,000 at the end of a useful life of 2 years. The plant is depreciated using the straight-line amortisation, applied daily. Any useful life beyond 2 years is currently not known at this time.

Annual General and Special Meeting

An annual general and special meeting was held on December 30, 2019. Management recommendations were for the following:

 

 

 

The number of Directors (to be maintained at five);

 

 

 

Continuation of the five existing Directors;

 

 

 

Appointment of Manning Elliott LLP as the auditors; and,

 

 

 

Amendment of bylaws.

All of the management recommendations were approved at the AGM.

Annual Information Form (AIF)

A revised updated AIF for the Fiscal Year 2019 (ended on June 30, 2019) was issued and refiled by the Company on May 6, 2020 and can be viewed in its entirety under the Company’s SEDAR profile.

Private Placement

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,219 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months from the issuance of the Special Warrants, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102. All Special Warrants converted to unrestricted common shares on June 21, 2020.

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

2. HIGHLIGHTS FOR THE YEAR ENDED JUNE 30, 2020—CONTINUED

 

Share Issuances

 

During the fiscal ended June 30, 2020, the Company issued 163,025 common shares for proceeds of $53,525 upon the exercise of warrants.

Subsequent to June 30, 2020, the Company issued 4,493,784 common shares for proceeds of $3,779,934 upon the exercise of warrants.

During the fiscal ended June 30, 2020, the Company issued 1,100,000 common shares to satisfy terms under property agreements and 500,000 common shares in connection with the acquisition of 2661881 Ontario Limited and the intangible asset.

Subsequent to June 30, 2020, the Company issued 500,000 common shares to satisfy terms under property agreements.

Subsequent to June 30, 2020, the Company issued 250,000 common shares with value of $240,000 upon the exercise of stock options.

Stock Option Grants

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the options vest on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options of a consultant of the company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of three years. All of the stock options vested on the grant date.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the options vested at grant date.

On May 4, 2020, the Company granted 850,000 stock options to consultants of the Company at a price of $0.75 for a period of three years. All of the stock options vested at grant.

On May 13, 2020, the Company granted 100,000 stock options to a consultant of the Company at a price if $0.81 for a period of three years, with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

Subsequent to June 30, 2020, the Company extended the expiration date of 435,7854 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

3. SELECTED ANNUAL FINANCIAL INFORMATION

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2020
$
     June 30,
2019
$
     June 30,
2018
$
 

Total revenue

     —          —          —    

Total assets

     57,761,812        44,391,331        30,920,583  

Working capital surplus (deficiency)

     (2,605,318      1,578,892        13,964,324  

Total non-current financial liabilities

     5,091,780        398,453        —    

Net loss

     9,527,368        8,578,841        3,745,091  

Net loss per share

     0.11        0.11        0.06  
  

 

 

    

 

 

    

 

 

 

Results of Operations

Three months ended June 30, 2020 compared to the three months ended June 30, 2019:

The Company incurred a net loss of $4,468,997 for the quarter ended June 30, 2020 (“Q4-2020”) compared to a net loss of $452,526 for the quarter ended June 30, 2019 (“Q4-2019”). The primary reason for the increase in loss was the implementation of amoritistion of the LiSTR Pilot Plant. Consulting fees decreased to $214,855 during Q4-2020, compared with $647,711 in Q4-2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the current period. Management fees incurred during Q4-2020 were consistent with fees incurred during Q4-2019. Professional Fees of $144,764 were higher than fees of $32,199 during Q4-2019. This is mainly due to higher legal fees and auditor fees for quarterly review incurred during the period. Filing and transfer agent fees were consistent with fees during Q4-2019. Office and administration cost of $57,760 were higher than the costs of $76,123 incurred during the comparative quarter due to higher miscellaneous office costs. Corporate development, advertising and investor relations costs of $Nil and $39,914 were incurred during Q4-2020 as compared to $Nil and $262,053 during Q4-2019. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $11,925 incurred during Q4-2020 were lower than costs of $85,037 incurred during Q4-2019. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. Due to the COVID-19 Pandemic, management travel to the project in Arkansas, USA was restricted. The share-based compensation during the period was $320,917 as compared to $266,291 recognised in Q4-2019 as share-based compensation. This cost is consistent with option grants issued during the quarter. The Company’s Lithium Research and Demonstration Plant Development Projects incurred costs of $Nil during the quarter ended Q4-2020 as compared to $(1,543,597) during Q4-2019. The decrease in cost relates a reclassification of the costs to Asset under construction at the year end of June 30, 2019. The Company incurred $Nil of cost associated with a preliminary economic assessment and $46,506 of costs related to the patent applications during Q4-2020 as compared to $275,223 and $80,079 during Q4-2019. Foreign exchange gain of $426,757 during Q4-2020 as compared to cost of $11,819 during Q4-2019 relates to the strengthening of the Canadian dollar to the United States dollar as a result of the correction of the worldwide instability due to the economic downturn related to the COVID-19 pandemic. The Company’s incurred interest and accretion expense on the convertible debt of $50,192 during Q4-2020 as compared to $Nil during Q4-2019.

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

Results of Operations—continued

 

 

Year ended June 30, 2020 compared to the year ended June 30, 2019:

The Company incurred a net loss of $9,527,368 for the year ended June 30, 2020 (“FY2020”) compared to a net loss of $8,578,841 for the year ended June 30, 2019 (“FY2019”). The increase mainly relates to lower advertising and investor relations costs, consulting fees, share-based payments offset by the implementation of amortisation of the LiSTR Pilot Plant. Consulting fees decreased to $687,946 during FY2020, compared with $1,281,415 during FY2019, costs related to activity with the expansion of the Arkansas Project and the preparation of the updated 43-101 and Preliminary Economic Assessment reports were comparatively less during the year. Management fees decreased to $925,125 during FY2020 from $1,109,382 incurred during FY2019 due to decreases in fees for Management and the elimination of a management position. Professional Fees of $374,815 were higher than fees of $184,849 during FY2019. This is mainly due to higher legal fees incurred during the year and audit fees related to quarterly reviews. Filing and transfer agent fees of $91,189 were lower than fees of $103,422 during FY2019 primarily due to lower fees associated with the AGM. Office and administration cost of $294,438 were higher than the costs of $242,302 incurred during FY2019 due to higher miscellaneous office costs and website development. Corporate development, advertising and investor relations costs of $Nil and $302,372 were incurred during FY2020 as compared to $5,000 and $1,528,862 during FY2019. The decrease is costs relates to a reduction in travel related to investor and industry events, conferences and site visits during the period. Travel costs of $113,351 incurred during FY2020 were lower than costs of $246,827 incurred during FY2019. These costs relate to flights, hotels, vehicle rental and meals for management when visiting existing projects and travel to meet with investors of the company. Generally, there has been a drop in the frequency of travel during FY2020, which was further restricted by the COVID-19 Pandemic which prevented management travel to the projects in Arkansas, USA. The share-based compensation during the period was $2,037,564 as compared to $3,325,918 recognised in FY2019 as share-based compensation. The Company incurred $88,273 of cost associated with a preliminary economic assessment and $110,158 of costs related to the patent applications during FY2020 as compared to $329,715 and $149,259 during FY2019. The debt settlement expense of $83,414 relates to the non-cash expense as a result of the accelerated settlement of the acquisition of 2661881 Ontario Ltd. Foreign exchange costs of $515,143 during FY2020 as compared to a cost of $1,304 during FY2019 relates to the weakening of the Canadian dollar to the United States dollar as a result of the worldwide instability due to the economic downturn related to the COVID-19 pandemic. The Company’s incurred interest and accretion expense on the convertible debt of $150,167 during FY2020 as compared to $ 45,684 during FY2019.

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

Quarter Ended

   Total
Revenues
     Net Income/(Loss)      Earnings/(Loss)
Per share
 

September 30, 2018

   $ Nil      $ (4,463,198    $ (0.06

December 31, 2018

   $ Nil      $ (1,735,978    $ (0.01

March 31, 2019

   $ Nil      $ (1,880,795    $ (0.02

June 30, 2019

   $ Nil      $ (498,870    $ (0.01

September 30, 2019

   $ Nil      $ (852,917    $ (0.01

December 31, 2019

   $ Nil      $ (877,831    $ (0.01

March 31, 2020

   $ Nil      $ (3,327,623    $ (0.04

June 30, 2020

   $ Nil      $ (4,468,997    $ (0.05

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

Results of Operations—continued

 

 

Liquidity and Capital Resources

As of June 30, 2020, the Company had working capital deficit of $2,605,318 compared to a working capital surplus of $1,578,892 as of June 30, 2019. Cash and cash equivalents at June 30, 2020 totaled $4,141,494 compared to $6,849,114 at June 30, 2019. During the year ended June 30, 2020 the Company had net cash outflow of $2,707,620.

During the year ended June 30, 2020, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd, 500,000 common shares with a fair value of $475,000 for the acquisition of 266181 Ontario Ltd. Subsequent to the year end, the Company issued 400,000 common shares with a fair value of $248,000 to TETRA Technologies, Inc. and 200,000 common shares with a value of $184,000 to National Chloride Company of America.

Subsequent to June 30, 2020, the Company has raised proceeds of $4,019,934 upon the exercise of warrants and stock options.

Management has determined that the cash resources will be insufficient to continue operations in the short term and additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     June 30,
2020
     June 30,
2019
 

Non-Executive Chairman due to Paloduro Investments Inc.

   $ —        $ 87,500  

President and Chief Operating Officer due to Green Core Consulting Ltd.

     300,000        300,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     300,000        300,000  

Due to Varo Corp Capital Partners Inc.

     240,000        240,000  

Chief Financial Officer due to Kara Norman

     85,125        102,600  

VP of Exploration due to Raymond Spanjers

     —          79,282  

Share-based payment

     1,402,448        2,102,790  
  

 

 

    

 

 

 
   $ 2,327,573      $ 3,212,172  
  

 

 

    

 

 

 

As at June 30, 2020 there is $200,809 (June 30, 2019: $161,843) in accounts payable and accrued liabilities owing to officers of the Company.

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

Outstanding Share Data—continued

 

 

As of the date of this report, there were 110,741,104 common shares issued and outstanding, 13,275,784 stock options and 13,580,907 warrants outstanding. Of the warrants outstanding, 1,210,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 3,965,250 are exercisable to acquire one common share at $1.30 expiring March 21, 2022, 760,942 are exercisable to acquire one common share at $1.00 expiring on March 21, 2021, 150,000 are exercisable to acquire one common share at $1.30 expiring on April 10, 2021 and 7,494,715 are exercisable to acquire one common share at $1.00 expiring on February 20, 2022. The 7,494,715 warrants issued on February 20, 2020 are subject to acceleration under certain circumstances.

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        1.35        1.05        1,250,000        1.05  

0.96

     2,340,000        1.64        0.96        2,340,000        0.96  

1.02

     435,784        0.79        1.02        435,784        1.02  

2.10

     500,000        2.32        2.10        500,000        2.10  

1.40

     1,900,000        2.86        1.40        1,900,000        1.40  

1.00

     750,000        1.43        1.00        750,000        1.00  

1.00

     150,000        1.63        1.00        150,000        1.00  

0.83

     100,000        1.73        0.83        100,000        0.83  

0.75

     150,000        2.97        0.75        150,000        0.75  

0.89

     300,000        2.22        0.89        300,000        0.89  

0.76

     4,450,000        2.37        0.76        4,450,000        0.76  

0.75

     850,000        2.52        0.75        850,000        0.75  

0.81

     100,000        2.55        0.81        25,000        0.81  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,275,784        2.11        1.00        13,200,784        1.00  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

Financial Instruments and Risk Management—continued

 

 

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the years ended June 30, 2020 and 2019.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2019

   Level 1      Level 2      Level 3      Total  

Cash

   $ 6,849,114      $ —        $ —        $ 6,849,114  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instrument which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

Financial Instruments and Risk Management—continued

 

 

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at June 30, 2020, the Company has a working capital deficit of $2,605,318. The Company is actively engaged in raising additional capital to meet financial obligations.

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and therefore may not agree with the carrying amounts in the consolidated statement of financial position:

 

As at June 30, 2020

   Up to 1 year      1 - 5 years      Total  

Accounts payable

     7,073,336        —          7,073,336  

Convertible loan

     132,034      4,955,500        5,087,534  
  

 

 

    

 

 

    

 

 

 
     7,205,370        4,955,500        12,160,870  
  

 

 

    

 

 

    

 

 

 

 

(iv)

Currency Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     June 30, 2020
$
     June 30, 2019
$
 

Cash

     574,506        248,860  

Accounts payable

     (6,426,587      (4,509,929

Convertible loan

     (4,955,550      —    
  

 

 

    

 

 

 

At June 30, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3628. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $700,000 in the Company’s comprehensive loss for the year.

Non-Cash Transactions

 

Non-cash Financing and Investing Activities

   June 30,
2020
$
     June 30,
2019
$
 

Shares issued for exploration and evaluation assets

     792,000        1,626,000  

Warrants issued for finder’s fees

     133,644        —    

Shares issued for intangible asset

     475,000        475,000  

Shares issuable for intangible asset

     —          475,000  

Exploration and evaluation expenditures included in accounts payable

     4,224,680        4,148,257  

Pilot plant expenditures included in accounts payable

     2,132,234        941,516  
  

 

 

    

 

 

 

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

New accounting standards adopted effective July 1, 2019:

IFRS 16 Leases

IFRS 16 was issued in January 2016 and specifies how a company will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with the approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

The Company adopted IFRS 16 effective July 1, 2019 and elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months of less or leases of low value assets. The lease payments associated with these leases are expensed on a straight-line basis over the lease term. Therefore, there was no material impact to the Company’s consolidated financial statements upon adoption of IFRS 16.

4. RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), Livent Corporation (NYSE:LTHM), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co. Ltd. and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of the Company’s common shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial

 

23


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

 

24


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

 

25


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating

activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

26


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Year Ended June 30, 2020

 

 

 

 

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Impact of COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

27

Exhibit 99.51

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Kara Norman, the Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Standard Lithium Ltd. (the “issuer”) for the financial year ended June 30, 2020.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 27, 2020

”Kara Norman”

Kara Norman

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.52

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Standard Lithium Ltd. (the “issuer”) for the financial year ended June 30, 2020.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 27, 2020

”Robert Mintak”

Robert Mintak

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.53

Standard Lithium Featured on Critical Minerals Segment of Fox Business Networks

“Mornings with Maria”

El Dorado, Arkansas, October 27, 2020 (GLOBE NEWSWIRE) - Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L) announced that its CEO Robert Mintak, was a featured guest on Fox Business Networks Mornings with Maria Bartiromo (weekdays 6-9 am ET) on Monday October 26th, 2020

During the show the two discussed why the lithium industry needs to adjust the critical minerals supply chain from China to the U.S. Mr. Mintak summarized the progress being made at the Company’s Arkansas project and highlighted the fact that currently the only lithium extraction that is actively underway in the U.S. is at the Company’s El Dorado, Arkansas based “LiSTR” industrial scale direct lithium extraction demonstration plant.

A replay of the segment can be found at the following link

https://video.foxbusiness.com/v/6204691469001/#sp=show-clips

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”.

Please visit the Company’s website at www.standardlithium.com

Contact:

For further information, contact Robert Mintak, CEO, at (604) 259 2963

info@standardlithium.com

Exhibit 99.54

 

LOGO

STANDARD LITHIUM LTD.

ANNUAL INFORMATION FORM

for the Fiscal Year ended June 30, 2020

Dated November 27, 2020

CORPORATE OFFICE

110 – 375 Water Street

Vancouver, British Columbia, V6B 5C6

REGISTERED OFFICE

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia, V6C 3E8


TABLE OF CONTENTS

 

PRELIMINARY NOTES AND CAUTIONARY STATEMENT

     3  

CORPORATE STRUCTURE

     4  

GENERAL DEVELOPMENT OF THE BUSINESS

     6  

DESCRIPTION OF THE BUSINESS

     13  

MINERAL PROPERTIES

     17  

RISK FACTORS

     34  

DIVIDENDS AND DISTRIBUTIONS

     46  

CAPITAL STRUCTURE

     46  

MARKET FOR SECURITIES

     47  

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

     48  

DIRECTORS AND OFFICERS

     49  

PROMOTERS

     51  

AUDIT COMMITTEE

     51  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     52  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     52  

AUDITORS, TRANSFER AGENT AND REGISTRAR

     53  

MATERIAL CONTRACTS

     53  

INTEREST OF EXPERTS

     53  

ADDITIONAL INFORMATION

     54  

SCHEDULE “A” Audit Committee Mandate

     A-1  


PRELIMINARY NOTES AND CAUTIONARY STATEMENT

Date of Information

All information in this Annual Information Form (“AIF”) is as of June 30, 2020, unless otherwise indicated.

Cautionary Notes to U.S. Investors Concerning Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this AIF are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States included in U.S. Securities and Exchange Commission (the “SEC”) Industry Guide 7.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. Following the transition period, as a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards.

As a result of the adoption of the SEC Modernization Rules, the SEC will recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required under NI 43-101. Accordingly, during this period leading up to the compliance date of the SEC Modernization Rules, information regarding mineral resources or mineral reserves contained or referenced in this AIF may not be comparable to similar information made public by companies that report in accordance with U.S. standards. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Currency

Except where otherwise indicated, all references to currency in this AIF are to Canadian Dollars (“$”).

 

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Forward-Looking Information

Except for statements of historical fact, this AIF contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar terms, or statements that certain events or conditions “might”, “may”, “could” or “will” occur. In particular, forward-looking information in this AIF includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the electric vehicle market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; the development of the COVID-19 global pandemic; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under “Risk Factors”, as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Certain Other Information

Certain information in this AIF is obtained from third party sources, including public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated.

CORPORATE STRUCTURE

Name, Address and Incorporation

Standard Lithium Ltd. (“Standard” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name “Patriot Petroleum Corp.” At its annual general meeting held on November 3, 2016, the shareholders of the Company approved

 

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the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

Standard is a specialty chemical company focused on the exploration and development of mineral assets with a stated objective to lead the new wave of lithium production.

The Company’s flagship project is in southern Arkansas, where it is engaged in the testing and proving of commercial viability of lithium extraction from over 150,000 acres of permitted brine operations (the “LANXESS Property”) and also the resource development of approximately 27,262 acres of separate brine leases, and deeds (the “TETRA Property”, and together with the LANXESS Property, the “Arkansas Lithium Project”), both located in the Smackover Formation. It is also engaged in the exploration and resource development of approximately 45,000 acres at the Bristol and Cadiz Dry Lakes lithium projects located in the Mojave Desert in San Bernardino County, California (the “California Lithium Project”).

Standard is listed on the TSX Venture Exchange (“TSXV”) and trades under the symbol “SLL”, on the Frankfurt Stock Exchange (“FRA”) under the symbol “S5L” and on the OTC-Nasdaq under the symbol “STLHF”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces.

Such documents are available on SEDAR at www.sedar.com. Standard’s filings through SEDAR are not incorporated by reference in this AIF.

The Company’s corporate office is located at 110 – 375 Water Street, Vancouver, British Columbia, V6B 5C6 and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

 

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Intercorporate Relationships

Standard has four subsidiaries, being Moab Minerals Corp. (“MoabSub”) (a holding company which owns the shares of 1093905 Nevada Corp.), Vernal Minerals Corp. (“VernalSub”) (a holding company which owns the shares of Arkansas Lithium Corp., which in turn operates the Demonstration Plant (defined below)), both of which are incorporated under the laws of the Province of British Columbia, 2661881 Ontario Limited (“2661881”) (which owns intellectual property rights to be used in the operation of the Demonstration Plant) and California Lithium Ltd., a Nevada corporation. Standard is the registered and beneficial owner of all the outstanding share capital in all subsidiaries.

The following list sets out the Company’s intercorporate relationships. Each of the below noted subsidiaries are wholly-owned.

Standard Lithium Ltd. (Canada)

 

 

(I)

Moab Minerals Corp. (British Columbia) a. 1093905 Nevada Corp. (Nevada)

 

 

(II)

Vernal Minerals Corp. (British Columbia) a. Arkansas Lithium Corp. (Nevada)

 

 

(III)

2661881 Ontario Limited

 

 

(IV)

California Lithium Ltd. (Nevada)

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2017 Developments

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of MoabSub, a privately-held British Columbia-based mineral exploration company (the “Moab SPA”). Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between MoabSub and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 common shares in the capital of the Company (the “Shares”) and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 Shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the TSXV and the common shares were issued on February 21, 2017. The value of the common shares of MoabSub acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox property and terminated the Moab SPA with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox property.

 

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On May 1, 2017, the Company signed a property lease agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property (the “National Chloride Property”) to the California Lithium Project, with approximately 12,290 acres (the Property Lease Agreement”). Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

 

 

US$25,000 on the date of the Property Lease Agreement (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid)

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 Shares on the closing date (issued)

 

 

 

Issue 100,000 Shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2021

 

 

 

Issue 200,000 Shares on or before May 24, 2022

 

 

 

Issue 500,000 Shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres (the “Amended Property Lease Agreement”). The Amended Property Lease Agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On July 26, 2017, the Company entered into a Memorandum of Understanding (“July MOU”) with Tetra Technologies Inc. (“TETRA”) to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the July MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“October MOU”), with TETRA, to secure access to additional operating and permitted land consisting of

 

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approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The October MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the October MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company would issue 1,000,000 Shares, and would assume responsibility for all outstanding liabilities of the Vendor. However, as of August 31, 2018, the Company has decided not to complete the transaction. No Shares have been issued, the Company has no further liabilities or obligations to the Vendor and prepaid costs of $20,650 were written-off.

On December 29, 2017, the Company entered into an option agreement with TETRA to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,262 brine acres located in Columbia and Lafayette Counties, Arkansas (the “TETRA 1st Option Agreement”). Under this TETRA 1st Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before January 31, 2020 (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the date of the TETRA 1st Option Agreement, beginning with that date that is 48 months following the date of the TETRA 1st Option Agreement, until the earlier of the expiration of the Exploratory Period (as defined therein) or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty (as defined therein).

During the Lease Period, at any time following the commencement of Commercial Production (as defined therein), the Company agreed to pay a royalty of 2.5% (minimum royalty US$1,000,000) to TETRA.

2018 Developments

On February 21, 2018, the Company announced the implementation of a restricted share unit plan along with the grant of an aggregate of 2,100,000 restricted share units thereunder (the “RSUs”). The RSUs were to be granted to directors and officers of the Company, based on a common share value of $2.10, with vesting occurring in three equal tranches every four months for a period of twelve months. On October 25, 2018 the Company issued a news release clarifying that the board of directors of the Company (the “Board” or “Board of Directors”) ultimately elected not to implement a restricted share unit plan at that time, and would not be granting the RSUs.

On April 23, 2018, the Company entered into an exploration and option agreement (the “EOA”)

 

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with TETRA to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow for exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) to TETRA, and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 Shares to TETRA, as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 Shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 Shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2021

 

 

 

Issue 400,000 Shares on or before April 23, 2022

 

 

 

Issue 400,000 Shares on or before April 23, 2023

 

 

 

Issue 1,000,000 Shares successful completion of a pre-feasibility study

On May 9, 2018 the Company announced the signing of a memorandum of understanding (“LANXESS MOU”) with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The LANXESS MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The LANXESS MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. The Company has paid an initial US$3,000,000 reservation fee to LANXESS to, locate and interconnect a lithium extraction pilot plant at one of LANXESS processing facilities in south Arkansas, secure access to tail brine produced as part of LANXESS bromine extraction business, and provide logistics and other support as may be required to operate the pilot plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the October MOU (the “TETRA 2nd Option Agreement”). The

 

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TETRA 2nd Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, California.

Under the terms of the TETRA 2nd Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 Shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 Shares. The cash payments and share issuances will be made to TETRA, which is the underlying owner of the properties.

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

On September 4, 2018, the Company announced the appointment of Robert Cross to its Board of Directors as Non-Executive Chairman. Mr. Cross is an engineer with 25 years of experience as a financier and company builder in the mining and oil & gas sectors. He co-founded and serves as Chairman of B2Gold, a top performing growing gold producer which will achieve almost one million ounces of low-cost gold production in 2020. He was also co-founder and Chairman of Bankers Petroleum Ltd., co-founder and Chairman of Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo (1982) and received an MBA from Harvard in 1987.

On October 1, 2018, the Company issued 500,000 Shares with a fair value of $840,000 to Nevada Alaska.

On October 23, 2018, the Company issued 200,000 Shares with a fair value of $280,000 to TETRA.

On November 9, 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet”) with LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation. The Company is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the Smackover Formation.

Under the LANXESS JV Term Sheet, it is proposed that the parties would form a joint venture in which LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure, and the Company would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on LANXESS’ property, as well as its proprietary extraction processes including all relevant intellectual property rights. It is anticipated that, subject to completion of due diligence, the Company would initially hold a 30% equity interest in the joint venture, with the balance held by LANXESS. Subject to the satisfaction of certain conditions, the Company would have the option to increase its interest in the joint venture to 40%.

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint

 

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venture will include options for the Company to participate in project funding on similar terms. In connection with development of the joint venture, it is further contemplated that LANXESS will enter into a supply and distribution arrangement in which all merchant market sales of lithium derived from the joint venture will be distributed by LANXESS. The final terms of the joint venture and any funding and distribution arrangements remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study, etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On November 27, 2018, the Company entered into a share purchase agreement with Craig Johnstone Brown (“Brown”) to acquire all of the issued and outstanding share capital of 2661881 Ontario Limited (“BrownCo”), a company owned by Brown, which holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “Brown SPA”). As consideration for the transaction, the Company will complete a series of cash payments and Share issuances to Brown totaling $1,050,000 and 1,000,000 Shares. All cash payments and Share issuances are immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the intellectual property owned by BrownCo. In the event the Company does not make any required payments or Share issuances, Brown has the right to re-acquire all of the issued and outstanding share capital of BrownCo, at which point the Company’s obligations to make further payments will cease. The Company completed the acquisition of BrownCo on December 13, 2019.

2019 Developments

On January 28, 2019, the Company announced a maiden resource estimate on the TETRA Property, 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas held pursuant to the TETRA 1st Option Agreement.

On February 28, 2019, the Company filed a technical report in respect of the TETRA Property on SEDAR.

On March 20, 2019 the Company engaged Advisian, the consulting arm of WorleyParsons Canada Services Ltd. (“Worley”) to complete a Preliminary Economic Assessment (“PEA”) of its LANXESS Property in the south-central region of Arkansas, USA.

On June 19, 2019, the Company announced the results of its PEA and updated Mineral Resource estimate on its LANXESS Property in the south-central region of Arkansas, USA. See “Mineral Properties – Arkansas Lithium Project”.

On October 15, 2019 the Company announced that the final modules of the Company’s “LiSTR” direct lithium extraction demonstration plant (the “Demonstration Plant”) had been transported to and were currently being installed at the Arkansas Lithium Project.

On October 28, 2019 the Company agreed to accelerate the timeframe of completion of the payments and Share issuances detailed under the Brown SPA. Under the revised agreement, the Company will make (a) a cash payment of $250,000 on or before November 15, 2019 (paid); and (b) a further $250,000 (paid) and the issuance of 500,000 Shares (issued) on or before December 31, 2019. The Company completed the acquisition of BrownCo on December 13, 2019.

On December 2, 2019 the Company announced the successful installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas and that the Company’s project team

 

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had also installed the site office/control room, the lithium-specific analytical laboratory, and a steel-framed, all-weather structure that allows year-round operation.

2020 Developments

On March 9, 2020 the Company announced that it had produced its first >99.9% purity (also known as ‘three-nines’) battery quality lithium carbonate using the Company’s proprietary SiFT (“SiFT”) crystallisation technology.

On May 19, 2020 the Company announced the successful start-up of the Demonstration Plant which is now operating on a 24/7 basis, extracting lithium directly from LANXESS’ tail brine.

On June 9, 2020 the Company reported that it had completed the construction of its SiFT crystallization pilot plant.

Subsequent Events

On July 15, 2020 the Company announced that its SiFT crystallization pilot plant was beginning initial lithium carbonate crystallization work and that the commissioning phase of the plant had been successfully completed.

On September 9, 2020 the Company announced it had shipped its first large volume of lithium chloride product from the Demonstration Plant for final conversion to lithium carbonate.

Selected Financings

The Company has completed the following financings over the last three completed financial years:

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company (each, a “Unit”) at a price of $2.10 per Unit, for gross proceeds of $21,656,924 (the “February 2018 Private Placement”). Each Unit consists of one Share and one-half of one Share purchase warrant (each whole warrant, a “Unit Warrant”. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 Shares and granted 721,897 compensation options exercisable for one Unit until February 16, 2020 at an exercise price of $2.10.

On March 21, 2019 the Company closed a bought-deal public offering by way of short form prospectus, comprising 11,390,500 Units at a price of $1.00 per Unit for gross proceeds of $11,390,500 (the “March 2019 Public Offering”). Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, until March 21, 2022.

On April 15, 2019, the Company closed a private placement comprising 426,000 Units at a price of $1.00 per Unit for gross proceeds of $426,000. Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, for a period of three years.

On October 30, 2019 the Company entered into a $5,000,000 loan (the “Loan”) and guarantee agreement with LANXESS. US$3.75 million was advanced to the Company, based on an agreed exchange rate, and will be used in the ongoing development of the Demonstration Plant in southern

 

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Arkansas, for the demonstration of the Company’s proprietary process for the extraction of lithium from brine solutions.

The principal amount of the Loan will be convertible at the option of LANXESS at a rate such that for each $0.80 of principal converted, the Lender will receive one Common Share and one-half of a Warrant with an exercise price of $1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, LANXESS would receive 6,251,250 Shares and 3,125,625 warrants to purchase Common Shares. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that the Company has a positive consolidated operating cash flow, as shown on its financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of LANXESS and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, LANXESS may elect an earlier maturity date on 60 days’ notice to the Company. The Loan is secured by a charge on the shares of MoabSub, VernalSub and 2661881, as well as by a security interest in the tangible and intangible property of the Company and the Subsidiaries.

On February 20, 2020 the Company closed a non-brokered public offering by way of special warrant (each, a “Special Warrant”), comprising 16,140,220 Special Warrants at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165 (the “February 2020 Private Placement Offering”). Each Special Warrant entitles the holder to receive, upon voluntary or deemed exercise, and without payment of additional consideration, one unit of the Company (each, a “Conversion Unit”). Each Conversion Unit consists of one Share and one-half of one share purchase warrant (each, a “Unit Warrant”). Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.00 per Share, subject to adjustment in certain events, until February 20, 2022, subject to accelerated expiry in certain circumstances. Each Special Warrant will be deemed exercised on the date that is two business days following the earlier of: (i) the date that is four months and one day from completion of the February 2020 Private Placement Offering; or (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities for a final prospectus qualifying distribution of the Conversion Units. All Special Warrants converted to Shares on June 21, 2020.

DESCRIPTION OF THE BUSINESS

Background

The Company was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name “Patriot Petroleum Corp.” At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

The shareholders also approved the consolidation of the Company’s Shares on the basis of one post-consolidation Share for five pre-consolidation Shares. All Share and per Share amounts in this AIF have been retroactively restated to reflect the share consolidation.

 

13


The Company was formerly in the oil and gas business, but changed its focus during the 2016 fiscal year. The Company is currently focusing on acquiring and developing lithium brine projects in the USA.

The Company has two main project locations: (i) the Arkansas Lithium Project; and (ii) the California Lithium Project; these are summarized below.

Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest. The first is pursuant to the TETRA 1st Option Agreement to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,262 net acres of brine leases and deeds located in Columbia and Lafayette Counties, Arkansas. The second is pursuant to the LANXESS MOU and subsequent LANXESS JV Term Sheet, regarding the testing and proving of commercial viability of lithium extraction from brine that is produced as part of LANXESS’ bromine extraction business at its three facilities in Union County, southern Arkansas. The terms and conditions of the three agreements are described above in the previous section.

All of the Company’s activities in southern Arkansas relate to brine leases that overlie the Smackover Formation in a region with a long history of commercial scale brine processing. Historical published brine data and current unpublished brine data from within and adjacent to the Company’s area of activities lead the Company to believe that lithium-bearing brines are likely present throughout underlying the project area.

The TETRA lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Company’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018, the Company announced analysis from four brine samples recovered from two existing wells in the TETRA lease area showed lithium concentrations ranging between 347– 461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

On November 14, 2018, the Company announced a maiden inferred resource of 3,086,000 tonnes lithium carbonate equivalent (“LCE”) at its LANXESS Property. The resource is defined across a total footprint of approximately 150,000 acres, which is comprised over 10,000 separate brine leases.

With respect to the LANXESS MOU and LANXESS JV Term Sheet, in Q1 2019 the Company undertook mini-pilot scale process work, using tail brine collected from operating facilities in Southern Arkansas. This work provided the engineering data for the design of a full-scale, continuously operated Demonstration Plant. The Company contracted Zeton Inc. (“Zeton”) to build the Demonstration Plant. The Demonstration Plant was constructed by Zeton in three phases and the final modules of the Company’s Demonstration Plant were transported to and installed at

 

14


LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant is based on the Company’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from LANXESS’ tailbrine. The Company and their contractors completed initial installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. This installation was completed in mid-October 2019. During November and December 2019, a semi-permanent all-weather structure was installed to enclose the demonstration plant, and an office/control room and an analytical laboratory were also installed.

On January 28, 2019, the Corporation announced a maiden resource estimate on the TETRA Property, and on June 19, 2019, the Corporation announced the results of its preliminary economic assessment and updated Mineral Resource estimate on its LANXESS Property, and details regarding this are provided in the Mineral Properties section below.

On May 9, 2020, the Company commenced full-time operation of the Demonstration Plant. The plant is designed to process up to 50 USGPM of brine, extract the lithium, with the aim of producing a high quality, concentrated lithium chloride intermediate product. This product can then be converted into battery quality lithium carbonate, either via conventional OEM processes, or via the proprietary SiFT technology the Company is developing. As of July 15, 2020, the Company’s SiFT pilot plant is now operational and represents the next generation of lithium carbonate crystallisation, promising higher purities and more consistent product specifications; all requirements of the next generations of lithium ion batteries.

It is a matter of public record that LANXESS operates approximately 150,000 acres of brine leases in Southern Arkansas via three unitised areas.

California Lithium Project

See “Mineral Properties – California Lithium Project” below for information on the California Lithium Project.

Lithium Brine Processing Project

The Company has formed a technical advisory group that is engaged in performing brine processing test and design work on bulk brine samples gathered from the Company’s projects. Work has been completed on five main fronts: (i) pre-treating the Company’s brines using modern filtration technologies; (ii) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; (iii) purifying and crystallisation of concentrated lithium solutions to produce battery-grade lithium products; (iv) derisking the technology by designing, building and operating progressively larger pilot and pre-commercial plants; and (v) assisting in developing, refining and submitting patent applications and other intellectual property (IP) protections. The Company currently holds substantial IP and has filed full, non-provisional patent applications in several jurisdictions for its LiSTR (selective lithium extraction) technology, as well as a provisional application for its SiFT lithium carbonate crystallisation technology. This work is ongoing.

Other

The Company is continuing to review its options with respect to the current and other prospective properties.

Specialized Skills and Knowledge

Successful exploration, development and operation of the Company’s lithium projects will require access to personnel in a wide variety of disciplines, including geologists, geophysicists,

 

15


engineers, drillers, managers, project managers, accounting, financial and administrative staff, and others. Since the project locations are also in jurisdictions familiar with and friendly to resource extraction, management believes that the Company’s access to the skills and experience needed for success is sufficient.

Competitive Conditions

The Company’s activities are directed towards the exploration, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts, and the Company may not be able to successfully raise funds required for any such capital investment. See “Risk Factors – Competition” below.

Business Cycles

Mining is a cyclical industry and commodity prices fluctuate according to global economic trends and conditions. See “Risk Factors – Risk Related to the Cyclical Nature of the Mining Business” below.

Environmental Protection

Our exploration and development activities, as applicable, are subject to various levels of federal, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

Employees

As of the date of this AIF, the Company did not have any employees and the services of CEO, CFO and President and COO were provided by contractors.

Reorganizations

There have been no corporate reorganizations of the Company.

 

16


MINERAL PROPERTIES

Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest: LANXESS Property and TETRA Property. Each property will be discussed below separately.

LANXESS Property

Please refer to the technical report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019 (the “LANXESS PEA”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description, Location and Access;

 

 

 

History;

 

 

 

Geological Setting, Mineralization and Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample, Analysis and Data Verification;

 

 

 

Mineral Processing and Metallurgical Testing;

 

 

 

Mineral Resource and Mineral Reserve Estimates;

 

 

 

Mining Operations;

 

 

 

Processing and Recovery Methods;

 

 

 

Infrastructure, Permitting and Compliance Activities;

 

 

 

Capital and Operating Costs;

 

 

 

Exploration, Development and Production.

The following is a summary of the LANXESS PEA, prepared by a multi-disciplinary team of Qualified Persons (“QPs”) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX”), Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O.

The LANXESS PEA is incorporated by reference herein and for full technical details, the complete text of the LANXESS PEA should be consulted.

The following summary does not purport to be a complete summary of the LANXESS Property and is subject to all the assumptions, qualifications and procedures set out in the LANXESS PEA and is qualified in its entirety with reference to the full text of the LANXESS PEA. Readers should read this summary in conjunction with the LANXESS PEA.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, Arkansas, United States. The southern and western edges of the LANXESS Property border the State of Louisiana (LA) and Columbia County, respectively. The LANXESS Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The

 

17


LANXESS Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by LANXESS, a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the Arkansas Oil and Gas Commission. The land package, which is indicated on Figure 4-2 of the LANXESS PEA, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

 

 

 

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

 

 

 

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

 

 

 

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors of the LANXESS PEA reclassified the LANXESS lithium-brine (“Li-Brine”) Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the LANXESS PEA.

The average lithium concentration used in the resource calculation is 168 mg/L lithium (“Li”). Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total LCE for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

The Company’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results. Readers are cautioned that statements relating to the

 

18


production process and recovery are based on using a processing technology that has not yet been commercially proven and there is a risk that actual results, performance, prospects and opportunities could differ materially from those expressed or implied by such forward-looking information.

Mineral Processing and Metallurgical Testing

The Company is continuing the development of a processing route to produce battery-quality lithium chemicals from brine at the Company’s LANXESS Property. The immediate goal of the past and ongoing work is to define the process and engineering parameters required to design and operate a demonstration-scale integrated plant at the LANXESS Property. The objective of the demonstration plant is to further confirm the operating conditions and design criteria for the full-scale commercial plant, which will be operated at the same site using the same tail-brine feed. It will also enable the examination of some processing options and the optimization of key processing parameters.

Lithium Extraction Mini-Pilot Testing

The bench-scale lithium extraction process equipment, as discussed in the LANXESS PEA, was scaled up by a suitable scaling factor, and was reconstructed at SGS Canada Inc’s Lakefield Ontario laboratory. The principal purpose of the mini-pilot plant work was to better understand the continuous solid/liquid handling aspects of the process in order to complete the design of the Demonstration Plant.

The brine was used in the mini-pilot plant at ambient temperature, without any prior filtration or pre-treatment. The mini-pilot plant campaign operated during March 2019, and ran continuously for three weeks, 299 hours on a 24/5 basis, with only short stoppages to address mechanical issues and to change operating conditions. For the first two weeks, one sorbent sample was used and it circulated through the plant circuit from loading to elution and back again. This sorbent was replaced with a second sample that was tested in the third campaign week. The continuous circuit operated at a feed brine flowrate of 240 L per hour. This would have required a very large volume of brine to be transported and then disposed of; therefore, initially, lithium chloride, via a master solution, was added to the produced barren brine, which was then recirculated to the loading reactor. For the final shifts in the campaign, fresh feed brine was processed on a once-through basis, as would be the case in the on-site operations. Both sodium hydroxide and aqueous ammonia were successfully tested as pH control reagents. An upgraded and purified lithium chloride solution was produced and ultimately used in the development of the novel crystallization technology known as SiFT.

Lithium Chloride Conversion Testing

The concentrated lithium chloride solution, from the stripping stage, undergoes removal of residual hardness (low levels of residual alkali and alkaline earth metals) using industry standard purification methods to produce a high-purity lithium chloride solution. The purified lithium chloride solution produced by polishing is suitable for application of the industry-standard carbonation process. Typically, this involves adding soda-ash (sodium carbonate) to the lithium chloride solution. Heating reduces the solubility of the precipitated lithium carbonate, which is subsequently removed by filtration. The lithium carbonate is further purified through several stages, including further carbonation, bicarbonation and hot washing, followed by sizing, drying and packing, to produce a saleable lithium carbonate product meeting the offtake partner’s specifications. These final product preparation steps are analogous to those currently used in

 

19


operating lithium brine projects and are typically carried out using equipment and processes provided by Vendors/Original Equipment Manufacturers (OEMs) familiar with the application.

The batch crystallization and purification process was developed by the lithium industry in the 1960s, and was designed for end-uses that did not require very high purities. The global growth in use of lithium chemicals is based predominantly on the adoption of lithium ion batteries, and these end-uses typically have more exacting purity targets.

In order to assess whether alternative crystallization techniques may be helpful in reaching higher levels of purity, the Company is also in the process of examining an alternative precipitation technology with fewer purification steps. As previously announced, the Company has been involved in testing a novel continuous crystallization process. This work has been completed in collaboration with researchers from the University of British Columbia (“UBC”), specifically Professor Jason Hein. This new process, which has been dubbed ‘SiFT’, has the advantage over the conventional purification route that it can start off with a contaminated (with elements like calcium and magnesium) lithium chloride solution and produce high grade lithium carbonate in fewer process steps and with reduced chemical requirements.

Conclusions

The purpose of the continuously-operating Demonstration Plant will be to establish process robustness and to evaluate long-term sorbent life, while further optimizing operating conditions. Most of the design parameters for the Demonstration Plant have been developed from the bench and mini-pilot plant testing and the Demonstration Plant will further define the design parameters and expected capital and operating costs for the commercial operation.

 

20


Capital and Operating Cost Estimate

CAPEX

Capital expenditures (“CAPEX”) are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard (see Table 1).The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 1 CAPEX Summary

 

Stage of Development

  

Description

   Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
     

 

 

 
     Phase 1 Subtotal    171,171,000  
     

 

 

 

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
     

 

 

 
     Phase 2 Subtotal    161,178,000  
     

 

 

 

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
     

 

 

 
     Phase 3 Subtotal    104,813,000  
     

 

 

 
   CAPEX TOTAL      437,162,000  
     

 

 

 

 

21


OPEX

Operating expenditures (“OPEX”) are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 2.

Table.-2 Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  
  

 

 

    

 

 

    

 

 

 

Subtotal

     40,953,000        74,326,000        87,849,000  
  

 

 

    

 

 

    

 

 

 

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

Note: OPEX per one metric tonne of production is US$4,319.

 

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Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 1-3.

Table -3 Economic Evaluation—Case 1 (Base Case) Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  
  

 

 

    

 

 

    

 

 

 

Subtotal

     40,953,000        74,326,000        87,849,000  
  

 

 

    

 

 

    

 

 

 

Indirect Operational

     1,009,000        1,901,000        2,410,000  

Expenditures

        
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

 

23


Post-Tax Sensitivity Analysis

The sensitivity analysis at discount rate of 8% indicates that the project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

 

 

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of net present value (“NPV”) by +/- 43% and value of IRR by +/- 32%.

 

 

 

The project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of internal rate of return (“IRR”) by +/-10%.

 

 

 

The project economics are relatively insensitive to the increase or decrease of CAPEX. Achange in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

 

 

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

Conclusions and Recommendations

Key Study Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the preliminary economic assessment of the LANXESS Property justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the LANXESS Property.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

 

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Key Study Recommendations

 

 

 

The LANXESS Li-brine mineral resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the mineral resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at LANXESS’ South Plant facility in southern Arkansas should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant pre-feasibility study (“PFS”).

TETRA Property

Please refer to the technical report titled “Amended Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Tetra Smackover Lithium-Brine Property in Arkansas, United States” dated February 28, 2019 (the “Tetra Resource Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description, Location and Access;

 

 

 

History;

 

 

 

Geological Setting, Mineralization and Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample, Analysis and Data Verification;

 

 

 

Mineral Processing and Metallurgical Testing;

 

 

 

Mineral Resource and Mineral Reserve Estimates;

 

 

 

Mining Operations;

 

 

 

Processing and Recovery Methods;

 

 

 

Infrastructure, Permitting and Compliance Activities;

 

 

 

Capital and Operating Costs;

 

 

 

Exploration, Development and Production.

The following is a summary of the Tetra Resource Report, prepared by a multi-disciplinary team of QPs that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Mr. Roy Eccles M.Sc. P. Geol. of APEX, Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O Inc. and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Tetra Resource Report and the maiden mineral resource estimate.

 

25


The Tetra Resource Report is incorporated by reference herein and for full technical details, the complete text of the Tetra Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Property Location and Description

The centre of Tetra Property is located approximately 24 km (15 miles) west of the City of Magnolia in Lafayette County, south western Arkansas, United States. The Property encompasses Townships 16-17 South and Ranges 22-24 West of the 5th Meridian and lies wholly within Lafayette and Columbia Counties.

Ownership and History

In 1992, Tetra started acquiring the brine leases and deeds. The Tetra Property is comprised of 489 land tracts containing 802 individual leases and eight salt water (brine) deeds that covers 11,033 net mineral hectares (27,262 net mineral acres). The leases and deeds are held by TETRA. The percentage of brine rights ownership varies from section to section and has been accounted for in the mineral resource estimate.

Geology and Mineralization

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Tetra Property.

The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The total Inferred mineral resource at Tetra Property is estimated at 151,000 tonnes of elemental Li. The total LCE for the Tetra Property resource is 802,000 tonnes LCE (Table 4). Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

 

 

26


Table 4 – Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover
Form.
    Middle Smackover
Formation
    Total (and main
resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource Area
       

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes (see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total LCE resource (metric tonnes) (see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Notes:

 

 

1.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

 

2.

Numbers may not add up due to rounding.

 

3.

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

 

4.

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Tetra Resource Report was completed in accordance with the Canadian Securities Administration’s NI 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

 

5.

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

A Future Target for Exploration (“FTE”) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Key Study Recommendations

 

 

 

Collect additional brine samples from the Upper and Middle Smackover formations either from existing wells on the Tetra Property or recomplete existing/abandoned wells or install a well.

 

 

 

Analyse available Smackover Formation core at several locations from the Arkansas Geological Survey at 0.3 m intervals throughout the Upper and Middle Smackover formations to assess porosity and permeability.

 

 

 

Continue with ongoing mineral processing test work and development of a rapid extraction technology.

 

27


California Lithium Project

Please refer to the technical report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA” dated September 13, 2016 with an effective date of September 13, 2016 (the “California Technical Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description and Location;

 

 

 

Accessibility;

 

 

 

History;

 

 

 

Geological Settling and Mineralization;

 

 

 

Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample Preparation, Analyses and Security; and

 

 

 

Data Verification.

The following is a summary of the California Technical Report prepared by William Feyerabend, a “qualified person” and “independent” as such terms are defined in NI 43-101 and is subject to any updated information contained elsewhere in this AIF. The California Technical Report is incorporated by reference herein and for full technical details, reference should be made to the complete text of the California Technical Report. Note that the California Technical Report was based on an assessment of only the approximately 4,000 acres of BDL claims that The Company used to gain an initial position in the Bristol Dry Lake area. Several commercial transactions were completed subsequent to this initial California Technical Report, and therefore information gathered as part of those transactions could not be incorporated into the initial California Technical Report.

The following summary does not purport to be and is not a complete summary of the California Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the California Technical Report and is qualified in its entirety with reference to the full text of the California Technical Report. Readers should read this summary in conjunction with the California Technical Report.

Project Description, Location and Access

The California Lithium Property is located in San Bernardino County, California (Figure 1) approximately 150 miles east-northeast of Los Angeles and next to Amboy, a populated place which used to be a popular stop on Highway 66 before it was bypassed by Interstate 40. The nearest commercial centers via I40 are at Barstow 80 miles west and Needles 75 miles east.

 

28


Figure 1: Location Map

 

LOGO

The California Lithium Property’s 55 (fifty five) unpatented placer mining claims are located in Sections 3 and 4, T. 4 N., R. 13 E.; Sections 4, 8, 9, 10, 17 and 25, T. 5 N., R. 12 E., and Sections 30, 31 and 32, T. 5 N., R. 13 E., SBBM. The central claim latitude/longitude coordinates are approximately N34o51’, W115o71’. The claims are located on Bristol Dry Lake adjacent to Amboy, California.

 

LOGO

 

 

29


LOGO

 

LOGO

 

30


The claims cover a total of approximately 4,020 acres on Federal land.

 

LOGO

The BLD claims are located on Federal lands controlled by the Bureau of Land Management. As public lands, there is free right of access within the restrictions of special land designations. Both surface and mineral rights are held by the Federal government.

History and Geologic Setting

Salt production from Bristol Lake has a long history. There has been some drilling on the playa as part of academic and assessment programs. Most data acquisition was directed to sedimentology and water saline chemistry, but there are four historical lithium analyses cited in Calzia (1991) from two USGS drill holes (Figure 2). Lithium ranges cited by Garrett (2004) are slightly different 68 to 104 ppm Li.

 

31


Figure 2: Historic Drill Holes and Lithium Analyses

 

LOGO

At the time of drilling, those ranges of lithium concentrations were of academic interest. While the lithium concentrations of 71 – 110 mg/L are now of interest, the methods of sampling and analyses are not known, so the results are historical only.

Two core holes, Bristol 1 (“BR-1”) and Bristol 2 (“BR-2”), were drilled in 1953 as part of the U. S. Geological Survey program to study saline deposits in the Mojave Desert. Detailed logging (Bassett et all, 1959) logged dense clays alternating with salt beds. There were seven salt beds greater than five feet thick. The principal production bed is 8 feet deep and the next salt bed is at 153 feet. The clays are commonly silty or sandy and there is a one-inch white volcanic crystal tuff at 720 feet, again showing some volcanic activity as the basin developed. Bristol Lake salt brines were used for drilling and there were no analyses of fluids in that program.

 

LOGO

 

 

32


Subsequent Exploration, Development, and Production

Following the initial California Technical Report for the California Lithium Project (brief summary provided above), and subsequent to the various transactions that allowed the Company to access and explore most parts of the Bristol Dry Lake Playa (see “General Development of the Business – Three Year History” for descriptions of the various commercial agreements established for the overall property), the Company has completed several phases of exploration and process testing work. These have consisted of the following:

 

 

 

Gravity geophysical surveys of both Bristol Dry Lake and Cadiz Dry Lake (see news releases filed on Company’s SEDAR profile dated June 05, 2017 and April 19, 2018). These surveys have highlighted the presence of two deep, infilled basins at the two project sites. At Bristol Dry Lake, the survey showed that the basin was up to two times deeper than previously understood, with a maximum depth of up to 1.2 km beneath the Project area. At Cadiz Dry Lake, the survey showed a maximum depth of just over 0.7 km beneath the Project area.

 

 

 

CSAMT/MT geophysical surveys of Bristol Dry Lake (see news release filed on Company’s SEDAR profile dated August 08, 2017). This survey highlighted the presence of extensive low resistivity zones beneath the Bristol Dry Lake Project, suggesting that lithium brines are present beneath almost all of Standard’s claims. In addition, the survey showed extremely low resistivity values (less than 1 ohm-metre), likely correlating with high concentration brines, and also that brines extend south and eastwards across the basin, into areas that are not currently used for brine harvesting activities.

 

 

 

Excavation of surface pits across the property with a backhoe, combined with initial evaporation pond work (see news release filed on Company’s SEDAR profile dated October 10, 2017 and December 11, 2017). Initial grab sampling of very shallow (1.5 to 6 m depth) brines across the property showed an average lithium concentration of 146 mg/L. These brines were pumped into shallow, plastic-lined ponds, were concentrated via passive solar evaporation for a period of four weeks, and yielded final brines with an average lithium concentration of 686 mg/L.

 

 

 

Sampling of production wells from Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated October 30, 2017). Grab samples taken from active brine production wells on the Cadiz Dry Lake Project yielded lithium concentrations between 112 to 139 mg/L.

 

 

 

Initial sampling and exploratory drilling work at Bristol Dry Lake and Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated December 11, 2017 and June 20, 2018). Four exploration boreholes were drilled at Bristol Dry Lake in Q4 of 2017, and reached a maximum depth of 1,195 ft (364 m). Two additional exploratory boreholes were drilled at Bristol in the first half of 2018 (making six in total), and a seventh well was commenced and then subsequently completed in such a manner that it can be re-entered easily.

 

33


 

 

 

Numerous brine samples have been collected across the two properties, and elevated lithium concentrations have been noted in all samples collected from exploration boreholes in Bristol Dry Lake, and from production wells in Cadiz Dry Lake. These data have not been published to date but will be released in a technical report for the Property(ies) in the future. Lithium concentrations are consistent with historical data (see Feyeraband 2016 report) and with grab samples as described above. Additional rounds of evaporation pond process testing work have also been completed and these are similarly consistent with the initial data as described above.

RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties, the Arkansas Lithium Project and the California Lithium Project. Additional risk factors may be included in the California Technical Report, the LANXESS PEA, the Tetra Resource Report or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results of operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors, but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited, and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and other personnel. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will incur substantial capital expenditures for the continued exploration and development of its projects in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs and process studies. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have

 

34


a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares and could impair the Company’s ability to raise capital through future sales of Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at the Company’s projects. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Development of the Arkansas Lithium Project

The Company’s business strategy depends in large part on developing the Arkansas Lithium Project into a commercially viable mine. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly volatile; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of Mineral Resources and Mineral Reserves, environmental protection and capital and operating cost requirements. The capital expenditures and time required to develop the three phases of the Arkansas Lithium Project are significant and the Company has not yet secured funding that it believes will be sufficient to cover its share of capital expenditure obligations for the first stage of development of the Arkansas Lithium Project. Accordingly, there can be no assurance that the Company will ever develop this project. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted, such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades and in the analysis of the economic

 

 

35


viability of future mine development and mineral extraction. Until actually extracted and processed, the quantity of lithium reserves and grade must be considered as estimates only. In addition, the quantity of reserves and resources may vary depending on commodity prices and various technical and economic assumptions. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small-scale laboratory tests, pilot plants or the Demonstration Plant will be duplicated in larger scale tests under on-site conditions or during production. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action. These factors could all have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Construction Risks

As a result of the substantial expenditures involved in development projects, developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of the Company. These include, but are not limited to, weather conditions, ground conditions, performance of the mining fleet and availability of appropriate rock and other material required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce.

Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline to obtain these government approvals is

 

 

36


often beyond the control of the Company. A delay in start-up or commercial production would increase capital costs and delay receipt of revenues.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material.

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

Commodity Price Fluctuations

The prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Shares

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Share price is also likely to be significantly affected by delays experienced in progressing with development plans, a decrease in investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in the Company’s quarterly and annual financial statements. Other factors unrelated to performance that could have an effect on the price of the Shares include the following:

(a) the trading volume and general market interest in the Shares could affect a shareholder’s ability to trade significant numbers of common shares; and

(b) the size of the public float in the Shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these or other factors, the market price of the Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation has been brought against companies following years of volatility in the market price of their

 

37


securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Cost Estimates

The Company prepares estimates of operating costs and/or capital costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including royalties, the price of lithium and by-product metals and the cost of inputs used in exploration activities.

The Company’s actual costs may vary from estimates for a variety of reasons, including labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Future Share Issuances May Affect the Market Price of the Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Shares or the issuance of debt instruments or other securities convertible into Shares. The Company cannot predict the size of future issuances of Shares or the issuance of debt instruments or other securities convertible into Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which began in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, the terms that are available to the Company. In the longer term, these factors, combined with the Company’s financial position could have important consequences, including the following:

 

(a)

increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

(b)

limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

(c)

limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

(d)

placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.

Issuance of Debt

From time to time, the Company may enter into transactions to acquire assets or the shares of

 

38


other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service any future debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Financing Risks

The Company’s development and exploration activities may require additional external financing. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company. Furthermore, if the Company raises additional capital by offering equity securities or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production of any or all of the Company’s mineral properties. The cost and terms of such financing may significantly reduce the expected benefits from new developments or render such developments uneconomic.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of properties, such as the properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular year or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals,

 

 

39


licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company, including delays and cost increases in the advancement of the Company’s projects.

Permitting

The Company’s operations, development projects and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “permits”) from appropriate governmental authorities. Before any development on any of its properties the Company must receive numerous permits, and continued operations at the Company’s mines is also dependent on maintaining, complying with and renewing required permits or obtaining additional permits.

The Company may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore and develop its properties, commence construction or operation of mining facilities and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for the Company’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new legislation. It is possible that previously issued permits may become suspended or revoked for a variety of reasons, including through government or court action.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Title Claims and First Nations Rights

The Company has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights in relation to lands covering the projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties.

Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

 

40


Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate its mining properties and its projects or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects.

Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities.

Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in any jurisdictions in which title or other rights are claimed by First Nations and other indigenous peoples, and may affect the timetable and costs of development and operation of mineral properties in these jurisdictions. The risk of unforeseen title claims by indigenous peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Community Relations and License to Operate

The Company’s relationship with the host communities where it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or the Company’s exploration or development activities specifically, could have an adverse effect on the Company’s reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, which could have a material adverse impact on the Company’s results of operations, financial condition and prospects. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Acquisition and Integration Risks

As part of its business strategy, the Company has sought and will continue to seek new operating, development and exploration opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, if at all, or that any acquisition or business arrangement completed will ultimately benefit its business. Such acquisitions may be significant in size, may change the scale of the Company’s

 

41


business and may expose the Company to new geographic, political, operating, financial or geological risks. Further, any acquisition the Company makes will require a significant amount of time and attention of the Company’s management, as well as resources that otherwise could be spent on the operation and development of the Company’s existing business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to realize anticipated synergies and maximize the Company’s financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that it will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition, and operating results. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

 

42


There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation.

The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Decommissioning and Reclamation

Environmental regulators are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulators. The Company’s ability to advance its projects could be adversely affected by any inability on its part to obtain or maintain the required financial assurances.

 

 

43


Dividends

The Company has never paid cash dividends on our Shares, and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of our business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Board of Directors and will depend on a number of factors, including future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on their investment in the Shares for the foreseeable future.

Time and Cost Estimates

Actual time and costs may vary significantly from estimates for a variety of reasons, both within and beyond the control of the Company. Failure to achieve time estimates and significant increases in costs may adversely affect the Company’s ability to continue exploration, develop the Company’s projects and ultimately generate sufficient cash flows. There is no assurance that the Company’s estimates of time and costs will be achievable.

Consumables Availability and Costs

The Company’s planned exploration, development and operating activities, including the profitability thereof, will continue to be affected by the availability and costs of consumables used in connection with the Company’s activities. Of significance, this may include concrete, steel, copper, piping, diesel fuel and electricity. Other inputs such as labor, consultant fees and equipment components are also subject to availability and cost volatility. If inputs are unavailable at reasonable costs, this may delay or indefinitely postpone planned activities. Furthermore, many of the consumables and specialized equipment used in exploration, development and operating activities are subject to significant volatility. There is no assurance that consumables will be available at all or at reasonable costs.

Mineral Resource Uncertainties

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations.

There can be no assurances that any of the mineral resources stated in this AIF or published technical reports of the Company will be realized. Until a deposit is actually extracted and processed, the quantity of mineral resources or reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or reserves. In addition, there is no assurance that mineral recoveries in limited, small scale laboratory tests or pilot plants will be duplicated by larger scale tests or during production. Fluctuations in lithium prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or reserves could

 

 

44


have a material adverse effect on the Company.

Lithium Demand

Lithium is considered an industrial mineral and the sales prices for the different lithium compounds are not public. Lithium is not a traded commodity like base and precious metals. Sales agreements are negotiated on an individual and private basis with each different end-user. Therefore, it is possible that the sales prices used in the LANXESS PEA will be different than the actual prices at which the Company is able to sell its lithium compounds. In addition, there are a limited number of producers of lithium compounds and it is possible that these existing producers will try to prevent newcomers from entering the chain of supply by increasing their production capacity and lowering sales prices. Factors such as foreign currency fluctuation, supply and demand, industrial disruption and actual lithium market sale prices could have an adverse impact on operating costs and stock market prices and on the Company’s ability to fund its activities. In each case, the economics of the Arkansas Lithium Project could be materially adversely affected, even to the point of being rendered uneconomic.

Global Financial Conditions

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on the Company’s liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on the Company’s business.

COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

 

45


Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Competition

The Company faces strong competition from other mining companies in connection with the identification and acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to identify, maintain or acquire attractive mining properties on acceptable terms or at all. Consequently, the Company’s prospects, revenues, operations and financial condition could be materially adversely affected.

Taxation

The Company is affected by the tax regimes of various local, regional and national authorities. Revenues, expenditures, income, investments, land use, intercompany transactions and all other business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments and penalties that may be imposed.

DIVIDENDS AND DISTRIBUTIONS

The Company has not, for any of the three most recently completed financial years or its current financial year, declared or paid any dividends on our Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, we anticipate that we will not pay dividends but will retain future earnings and other cash resources for the operation and development of our business. The payment of dividends in the future will depend on our earnings, if any, our financial condition and such other factors as our directors consider appropriate.

CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares (“Preferred Shares”), without par value. As of the date of this AIF, 112,764,530 Shares were issued and outstanding and there were no Preferred Shares issued and outstanding. In addition, as of the date of this AIF, there were 13,275,784 incentive stock options (“Options”), Nil compensation options and 11,557,485 Warrants outstanding.

Holders of Shares are entitled to receive notice of any meeting of shareholders of the Company, to attend and to cast one vote per Share at such meetings. Holders of Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis, the net assets of the Company after

 

 

46


payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority. The Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

MARKET FOR SECURITIES

Trading Price and Volume

The Shares are listed for trading on the TSXV under the trading symbol “SLL”.

The following table sets forth the high and low prices and total monthly volume of the Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

 

Period

   High
($)
     Low
($)
     Total
Volume
 

July 2019

     1.080        0.820        2,307,250  

August 2019

     0.970        0.810        932,299  

September 2019

     0.900        0.730        501,154  

October 2019

     0.800        0.650        1,436,552  

November 2019

     0.980        0.530        2,922,233  

December 2019

     0.990        0.770        1,589,736  

January 2020

     0.970        0.800        2,432,104  

February 2020

     0.950        0.670        1,517,329  

March 2020

     0.860        0.390        2,695,000  

April 2020

     0.800        0.510        1,224,325  

May 2020

     1.070        0.670        2,214,790  

June 2020

     1.540        0.970        6,800,239  

 

 

47


Prior Sales

The Company issued the following securities during the most recently completed financial year and the current financial year:

 

Date

 

Class of Security

 

Amount Issued

 

Issue Price

May 24, 2020

  Common Shares   200,000(7)   $0.92

May 13, 2020

  Options   100,000   $0.81

May 4, 2020

  Options   850,000   $0.75

April 23, 2020

  Common Shares   400,000(7)   $0.62

March 9, 2020

  Options   4,450,000(1)   $0.76

February 20, 2020

  Warrants   452,025(2)   $1.00

February 20, 2020

  Special Warrants   16,140,220(3)   $0.75

January 13, 2020

  Options   300,000(4)   $0.89

October 16, 2019

  Options   150,000(5)   $0.75

October 1, 2019

  Common Shares   500,000(7)   $0.72

July 19, 2019

  Options   100,000(6)   $0.83

Notes:

 

 

(1)

Issued to a Directors and Officers of the Company.

 

(2)

Issued to finders in connection with the February 2020 Private Placement Offering.

 

(3)

Issued in connection with the February 2020 Private Placement Offering. Converted to Shares on June 21, 2020.

 

(4)

Issued to a Consultant.

 

(5)

Issued to a Consultant.

 

(6)

Issued to a Consultant.

 

(7)

Issued in connection with acquisition of property.

Subsequent to June 30, 2020, the Company issued the following securities:

 

Date

 

Class of

Security

 

Amount Issued

 

Issue Price

October 1, 2020

 

Common

Shares

  500,000   $2.05

Note:

 

 

(1)

Issued in connection with acquisition of property.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL

RESTRICTIONS ON TRANSFER

As at the date of this AIF, no Shares are held in escrow or subject to a contractual restriction on transfer.

 

 

48


DIRECTORS AND OFFICERS

Name, Province or State, Country of Residence and Offices Held

The following table sets forth the name of each of our directors and executive officers, their province or state and country of residence, their position(s) with the Company, their principal occupation during the preceding five years and the date they first became a director of the Company. Each director’s term will expire immediately prior to the following annual meeting of shareholders.

 

Name and Residence

  

Position(s) with the Company

  

Principal Occupation During Past Five
Years

  

Director Since

Anthony Alvaro (1)

British Columbia, Canada

   Director    Current principal occupation is Capital Markets Advisor.    January 23, 2017

Jeffrey Barber (1)

Alberta, Canada

   Director    Current principal occupation is Chief Financial Officer of DOJA Cannabis Company Limited.    January 23, 2017

Robert Cross

British Columbia, Canada

   Director and Non- Executive Chairman    Current principal occupation is Corporate Board Member; Chairman of B2Gold Corp.    September 4, 2018

Robert Mintak (1)

British Columbia, Canada

   CEO and Director    Current principal occupation is Chief Executive Officer of the Company; and Board member of Golden Independence Mining Corp. and Identillect Technologies Corp.    March 21, 2017

Andrew Robinson

British Columbia, Canada

   President, COO and Director    Current principal occupation is Chief Operating Officer of the Company; and Director Lakewood Exploration Inc.    June 5, 2017

Kara Norman

British Columbia, Canada

   CFO and Corporate Secretary    Current principal occupation is Chief Financial Officer of the Company.    n/a

Note:

        

(1)   Member of Audit Committee.

     

Shareholdings of Directors and Officers

As of the date of this AIF, the Company’s directors and executive officers beneficially own, control or direct, directly or indirectly, 5,890,467 Shares.

 

 

49


Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of our directors or executive officers is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (a “Cease Trade Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including ours) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Unless otherwise noted in this AIF, to the best of our knowledge, there are no known existing or potential material conflicts of interest between the Company or its subsidiaries and any of our directors or officers or a director or officer of our subsidiaries. However, certain of our directors and officers are, or may become, directors or officers of other companies, with businesses that may conflict with our business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on behalf of the Company. Pursuant to the BCBCA, directors are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA and our Articles:

 

 

 

A director or executive officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or executive officer of the Company, must promptly disclose the nature and extent of that conflict.

 

 

 

A director who holds a disclosable interest (as that term is used in the BCBCA) in acontract or transaction into which the Company has entered or proposes to enter may generally not vote on any directors’ resolution to approve the contract or transaction.

 

 

50


Generally, as a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that our Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will abstain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, we will establish a special committee of independent directors to review a matter in which directors, or management, may have a conflict.

PROMOTERS

During the previous three fiscal years, no person or company has been a promoter of the Company or any subsidiary of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, two of whom are independent (Messrs. Alvaro and Barber) and all of whom are financially literate as defined by National Instrument 52-110Audit Committees of the Canadian Securities Administrators (“NI 52-110”).

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee charter, attached as Schedule “A”, provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Company were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

 

51


External Auditor Service Fees (by Category)

The aggregate fees billed by the Company’s external auditors in each of the last three fiscal years for audit fees are as follows:

 

Financial Year Ended

   Audit Fees(1)      Audit-Related
Fees(2)
     Tax Fees(3)      All Other Fees(4)  

June 30, 2020

   $ 34,000      $ 17,000      $ 9,000      $ 3,000  

June 30, 2019

   $ 31,000        23,450      $ 9,000        Nil  

Notes:

 

 

(1)

“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

 

 

(2)

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company‘s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

 

 

(3)

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company‘s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

 

 

(4)

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company‘s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings or regulatory actions material to us to which we are a party, or to which we have been a party since our incorporation, or of which any property of the Company is or has been the subject matter of, since the beginning of the financial year ended June 30, 2020, and no such proceedings are known by us to be contemplated. There have been no penalties or sanctions imposed against us by a court relating to provincial or territorial securities legislation or by any securities regulatory authority, there have been no penalties or sanctions imposed by a court or regulatory body against us, and we have not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with any securities regulatory authority since our incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this AIF, no director, senior officer or principal shareholder of the Company and no associate or affiliate of the foregoing have had a material interest, direct or indirect, in any transaction in which the Company has participated within the three-year period prior to the date of this AIF, or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Company.

 

52


AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Company’s auditors are Manning Elliott LLP, Chartered Professional Accountants having an address at 17th Floor, 1030 West Georgia Street, Vancouver, British Columbia, V6E 3S7.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for the Shares in Canada is AST Trust Company (Canada), at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the Company has not entered into any material contracts.

INTEREST OF EXPERTS

Experts who have prepared reports for Standard in the financial year ending June 30, 2020 include the following:

Manning Elliott LLP, Chartered Professional Accountants, who prepared the auditors’ report accompanying the audited financial statements of the Company for the most recent year end, report that they are independent in accordance with the Chartered Professional Accountants of British Columbia as at the date of such audit report.

Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Reza Eshani, P.Eng, of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O Inc. have acted as qualified persons under NI 43-101 in connection with the LANXESS PEA and have reviewed and approved the information related to the LANXESS Property contained in this AIF.

William Feyeraband has acted as a qualified person under NI 43-101 in connection with the California Technical Report and has reviewed and approved the information related to the California Lithium Project contained in this AIF.

Mr. Roy Eccles M.Sc. P. Geol. of APEX, Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. have acted as qualified persons under NI 43-101 in connection with the Tetra Resource Report. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Tetra Resource Report and the maiden mineral resource estimate and has reviewed and approved the information related to the TETRA Property contained in this AIF.

All other scientific and technical information in this AIF has been reviewed and approved by Steve Ross, Registered Professional Geologist, who is a qualified person under NI 43-101. Mr. Ross is not independent of the Company as he is a Consultant and Project Manager, Exploration and Development.

None of the experts whom are named in this AIF as having prepared reports or having been responsible for reporting exploration results relating to our mineral properties and whose profession or business gives authority to such reports, or any director, officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in our property or of any of our associates or affiliates. As at the date hereof, such persons, and the

 

 

53


directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of the Company and they did not receive any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of such report. None of such persons, or any director, officer or employee, as applicable, of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of our securities, securities authorized for issuance under equity compensation plans and a statement as to the interest of insiders in material transactions, was contained in the management proxy circular for the annual and special meeting of shareholders held on December 30, 2019. Additional financial information is provided in the audited financial statements and management discussion and analysis for the most recent year-end. The foregoing additional information is available on SEDAR at www.sedar.com the Company’s profile.

 

54


SCHEDULE “A”

AUDIT COMMITTEE MANDATE

Purpose of the Audit Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

 

 

 

the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

 

 

 

the Company’s compliance with legal and regulatory requirements related to financial reporting; and

 

 

 

the independence and performance of the Company’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

 

 

A-1


Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

 

 

1.

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

 

 

2.

Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

 

 

3.

Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

 

 

4.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

 

 

5.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

 

 

6.

Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

 

 

7.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

 

 

8.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

 

 

9.

Pre-approve all non-audit services to be provided to the Company by the independent auditor.

 

 

10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

 

 

11.

Establish and review the Company’s procedures for the:

 

 

 

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

 

 

 

confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

 

A-2


 

 

12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.

 

 

13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the articles of the Company.

 

A-3

Exhibit 99.55

FORM 52-109F1 – AIF

CERTIFICATION OF ANNUAL FILINGS

IN CONNECTION WITH VOLUNTARILY FILED AIF

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily filed an AIF.

I, Kara Norman, the Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: November 27, 2020

/s/ “Kara Norman

Kara Norman

Chief Financial Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

  ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.56

FORM 52-109F1 – AIF

CERTIFICATION OF ANNUAL FILINGS

IN CONNECTION WITH VOLUNTARILY FILED AIF

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily filed an AIF.

I, Robert Mintak, the Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: November 27, 2020

/s/ “Robert Mintak

Robert Mintak

Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

  ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.57

 

LOGO

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars - unaudited)

Three months ended September 30, 2020 and 2019


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at September 30, 2020 and June 30, 2020

(Expressed in Canadian dollars)

 

     September 30,
2020
(unaudited)
    June 30,
2020
(audited)
 

ASSETS

    

Current assets

    

Cash

   $ 2,674,030     $ 4,141,494  

Receivables

     98,837       44,908  

Prepaid expenses

     249,371       281,616  
  

 

 

   

 

 

 
     3,022,238       4,468,018  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 5)

     83,581       85,392  

Exploration and evaluation assets (Note 3)

     28,448,842       28,948,349  

Intangible asset (Note 6)

     1,834,458       1,882,609  

Pilot plant (Note 8)

     21,433,562       22,377,444  
  

 

 

   

 

 

 
     51,800,443       53,293,794  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 54,822,681     $ 57,761,812  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities

   $ 6,936,648     $ 7,073,336  
  

 

 

   

 

 

 

Non-current liabilities

    

Convertible loan (Note 9)

     4,901,695       4,955,500  

Decommissioning provision (Note 10)

     133,390       136,280  
  

 

 

   

 

 

 
     5,035,085       5,091,780  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     11,971,733       12,165,116  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 11)

     72,440,711       70,990,300  

Reserves (Note 11)

     15,387,026       15,716,067  

Deficit

     (45,970,638     (43,183,131

Accumulated other comprehensive income

     993,849       2,073,460  
  

 

 

   

 

 

 

TOTAL EQUITY

     42,850,948       45,596,696  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 54,822,681     $ 57,761,812  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Note 3 & 12)

Subsequent Events (Note 15)

Approved by the Board of Directors and authorized for issue on November 27, 2020.

 

“Robert Mintak”

  

“Dr. Andrew Robinson”

Director

  

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three months ended September 30, 2020 and 2019

(Expressed in Canadian dollars—unaudited)

 

 

     Three Months Ended  
     September 30,
2020
    September 30,
2019
 

Administrative Expenses

    

Advertising and investor relations

   $ 74,299     $ 136,574  

Amortisation – intangible asset (Note 6)

     48,151       —    

Amortisation – pilot plant (Note 8)

     1,434,874       —    

Consulting fees

     175,607       145,023  

Filing and transfer agent

     20,439       22,447  

Foreign exchange loss (gain)

     (199,915     62,277  

Management fees (Note 12)

     235,238       232,163  

Office and administration

     66,142       45,673  

Patent

     21,514       46,139  

Pilot plant operations

     730,427       —    

Preliminary economic assessment

     —         55,251  

Professional fees

     111,148       22,260  

Share-based payment (Note 11)

     20,789       77,623  

Travel

     —         7,487  
  

 

 

   

 

 

 

Loss from operations before other items

     (2,738,713     (852,917
  

 

 

   

 

 

 

Other items

    

Interest and accretion expense

     (48,794     —    
     (48,794     —    
  

 

 

   

 

 

 

Net loss before other comprehensive income (loss)

     (2,787,507     (852,917
  

 

 

   

 

 

 

Other comprehensive income (loss)

    

Items that may be reclassified subsequently to income or loss:

    

Currency translation differences of foreign operations

     (1,079,611     304,574  
  

 

 

   

 

 

 

Total comprehensive loss

   $ (3,867,118   $ (548,343
  

 

 

   

 

 

 

Weighted average number of common shares outstanding – basic and diluted

     105,769,960       87,594,076  

Basic and diluted loss per share

   $ (0.03   $ (0.01
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Equity

Three months ended September 30, 2020 and 2019

(Expressed in Canadian Dollars—unaudited)

 

     Number
of
shares
     Share
capital
     Shares to be
issued
     Reserves     Deficit     Accumulated
other
comprehensive
income
    Total equity  

Balance, June 30, 2019

     87,594,076      $ 57,857,488      $ 475,000      $ 13,544,859     $ (33,655,763   $ 138,120     $ 38,377,704  

Share-based payment

     —          —          —          77,623       —         —         77,623  

Net loss for the period

     —          —          —          —         (852,917     —         (852,917

Currency translation differences

for foreign operations

     —          —          —          —         —         304,574       304,574  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2019

     87,594,076        57,857,488        475,000        13,622,482       (34,508,680     442,694       37,906,984  

Balance, June 30, 2020

     105,497,320      $ 70,990,300      $ —        $ 15,716,067     $ (43,183,131   $ 2,073,460     $ 45,596,696  

Share-based payment

     —          —          —          20,789       —         —         20,789  

Warrants exercised

     1,634,331        860,581        —          —         —         —         860,581  

Stock options exercised

     250,000        589,830        —          (349,830     —         —         240,000  

Net loss for the period

     —          —          —          —         (2,787,507     —         (2,787,507

Currency translation differences

for foreign operations

     —          —          —          —         —         (1,079,611     (1,079,611
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2020

     107,381,651      $ 72,440,711      $ —        $ 15,387,026     $ (45,970,638   $ 993,849     $ 42,850,948  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Three months ended September 30, 2020 and 2019

(Expressed in Canadian dollars—unaudited)

 

 

     Three Months Ended  
     September 30,
2020
    September 30,
2019
 

Cash flows from (used in) operating activities

    

Net loss

   $ (2,787,507   $ (852,917

Add items not affecting cash

    

Share-based payment

     20,789       77,623  

Foreign exchange

     (102,599     —    

Amortisation – pilot plant

     1,434,874       —    

Amortisation – intangible asset

     48,151       —    

Interest expense

     48,794       —    

Net changes in non-cash working capital items to operations:

    

Receivables

     (53,929     (28,327

Prepaid expenses

     32,245       (81,328

Accounts payable and accrued liabilities

     342,282       (1,262,638
  

 

 

   

 

 

 

Net cash used in operating activities

     (1,016,900     (2,147,587
  

 

 

   

 

 

 

Cash flows from (used in) investing activities

    

Exploration and evaluation assets

     (250,662     (126,959

Pilot plant

     (1,300,483     (1,455,583
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,551,145     (1,582,542
  

 

 

   

 

 

 

Cash flows from financing activities

    

Exercise of warrants

     860,581       —    

Exercise of options

     240,000       —    
  

 

 

   

 

 

 

Net cash from financing activities

     1,100,581       —    
  

 

 

   

 

 

 

Net change in cash

     (1,467,464     (3,730,129

Cash, beginning of period

     4,141,494       6,849,114  
  

 

 

   

 

 

 

Cash, end of period

   $ 2,674,030     $ 3,118,985  
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

1.

Nature and Continuance of Operations

 

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”). The address of the Company’s corporate office and principal place of business is 110, 375 Water Street, Vancouver, British Columbia, Canada, V6B 5C6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at September 30, 2020 had an accumulated deficit of $45,970,638 (June 30, 2020 - $43,183,131). These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During March 2020, the World Health Organisation declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse developments, has adversely affected workforces, economies and financial markets globally, leading to an economic downturn. The impact of COVID-19 on the Company’s operations has not been significant, but management continues to monitor the situation.

 

2.

Basis of Presentation

 

 

a)

Statement of compliance

The condensed consolidated interim financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2020, which were prepared in accordance with IFRS as issued by the IASB.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

2.

Basis of Presentation – continued

 

 

b)

Basis of consolidation

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

 

c)

Functional and presentation currency

Items included in the condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

 

d)

Basis of measurement

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures

 

 

     California
Property
$
     Arkansas
Property
$
     Total
$
 

Acquisition costs:

        

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Acquisition of property

     1,320,347        960,910        2,281,257  

Effect of movement in foreign exchange rates

     331,972        449,077        781,049  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     9,753,766        12,273,322        22,027,088  

Acquisition of property

     114,382        —          114,382  

Effect of movement in foreign exchange rates

     (206,842      (260,272      (467,114
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2020

     9,661,306        12,013,050        21,674,356  

Exploration Costs:

        

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  

Other exploration costs

     6,317        231,137        237,454  

Effect of movement in foreign exchange rates

     181,021        85,719        266,740  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     4,554,718        2,366,543        6,921,261  

Effect of movement in foreign exchange rates

     (96,589      (50,186      (146,775
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2020

     4,458,129        2,316,357        6,774,486  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     14,308,484        14,639,865        28,948,349  
  

 

 

    

 

 

    

 

 

 

Balance, September 30, 2020

     14,119,435        14,329,407        28,448,842  
  

 

 

    

 

 

    

 

 

 

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020 (paid)

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020 (issued)

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid)

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc. (“TETRA”), to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

California Property – continued

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

3.

Exploration and Evaluation Expenditures - continued

 

Arkansas Property

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019 (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities.The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at September 30, 2020.

 

4.

Deposit on mineral property

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”) with TETRA Technologies, Inc. and in connection with entering into the MOU, made a non-refundable deposit of $125,800 (US$100,000). On April 23, 2018, the Company entered into an EOA (as described in Note 3) with TETRA and upon entering into the EOA the non-refundable deposit was reclassified from deposit on mineral property to exploration and evaluation assets.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

5.

Reclamation deposit

 

On September 6, 2017, the Company paid $83,581 (US$62,659) for a reclamation bond to the Bureau of Land Management California State (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake. This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

6.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (paid); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (issued).

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under items (v) and (vi) above to Brown by making (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000 (paid), and the issuance of 500,000 common shares (issued) on or before December 31, 2019. As at June 30, 2020, the Company had satisfied all payment and share issuance obligations due and owing with respect to the acquisition of 2661881 as detailed above.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

6.

Intangible asset - continued

 

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Balance, June 30, 2019

     1,910,349  

Amortisation

     (27,740
  

 

 

 

Balance, June 30, 2020

     1,882,609  

Amortisation

     (48,151
  

 

 

 

Balance, September 30, 2020

     1,834,458  
  

 

 

 

The intangible asset represents purchase of intellectual property rights and was put in use in conjunction with the operation of the Company’s pilot plant on May 9, 2020 (Note 8).

 

7.

Asset under construction

The Company has developed a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use until May 9, 2020 at which time the accumulated costs were reclassified to pilot plant and subject to depreciation (see Note 8).

 

8.

Pilot plant

On May 9, 2020, the Company commenced full-time operation of its LiSTR pilot plant, located at LANXESS’ south plant facility in El Dorado, Arkansas. The pilot plant is the culmination of over three years of research and development activities by the Company and its partners. The pilot plant is a bespoke DLE (Direct Lithium Extraction) plant, designed to extract lithium directly and continuously from Smackover Formation brines. The plant is designed to process up to 50 USGPM of brine, extract the lithium, and produce a high quality, concentrated lithium chloride intermediate product.

The pilot plant is being amortized on a straight-line basis over its estimated useful life of 2 years and has an estimated salvage value of $670,000 (US$500,000) at the end of its estimated useful life.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

8.

Pilot plant - continued

 

As at September 30, 2020, the carrying value of the pilot plant is summarized as follows:

 

     $  

Balance at June 30, 2019

     —    

Costs transferred from asset under construction

     25,964,026  

Decommissioning provision

     136,280  

Amortisation

     (3,722,862
  

 

 

 

Balance at June 30, 2020

     22,377,444  

Additions

     957,793  

Amortisation

     (1,434,874

Effect of movement in foreign exchange rates

     (466,801
  

 

 

 

Balance at September 30, 2020

     21,433,562  
  

 

 

 

 

9.

Convertible loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 8).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common shares of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

9.

Convertible loan – continued

 

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability.

The gross proceeds of the Convertible loan were reduced by the transaction costs of US$199,869 resulting in a balance of US$3,550,131 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term at 4.1% per annum using the effective interest method.

 

     $  

Beginning balance at June 30, 2019

     —    

Initial recognition

     4,641,796  

Interest and accretion expense

     132,034  

Foreign exchange loss

     181,670  
  

 

 

 

Balance at June 30, 2020

     4,955,500  

Interest and accretion expense

     48,794  

Foreign exchange gain

     (102,599
  

 

 

 

Balance at September 30, 2020

     4,901,695  
  

 

 

 

10. Decommissioning Provision

The following table presents the continuity of the decommissioning provision associated with the Company’s pilot plant:

 

     $  

Beginning balance at June 30, 2019

     —    

Initial recognition

     136,280  
  

 

 

 

Balance at June 30, 2020

     136,280  

Effect of movement in foreign exchange rates

     (2,890
  

 

 

 

Balance at September 30, 2020

     133,390  
  

 

 

 

The present value of the decommissioning provision of $133,390 (US$100,000) was calculated using an average risk-free rate of 0.25%. Decommissioning activities are expected to occur between 2023 and 2025.

 

11.

Share Capital

 

 

a)

Authorized capital

Unlimited number of common voting shares without nominal or par value

Unlimited number of preferred shares without par value issued in one or more series

107,381,651 common shares were issued and outstanding at September 30, 2020.

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

11.

Share Capital – continued

 

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 27, 2019, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 6).

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,219 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months from the issuance of the Special Warrants, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102. All Special Warrants converted to unrestricted common shares on June 21, 2020.

On April 23, 2020, the Company issued 400,000 common shares with a fair value of $248,000 to TETRA Technologies, Inc. (Note 3).

On May 24, 2020, the Company issued 200,000 common shares with a fair value of $184,000 to National Chloride. (Note 3).

During the year ended June 30, 2020, the Company issued a total of 163,025 common shares for the exercise of share purchase warrants. The Company received proceeds of $53,525 upon exercise.

During the three months ended September 30, 2020, the Company issued a total of 1,634,331 common shares for the exercise of share purchase warrants. The Company received proceeds of $860,581 upon exercise.

During the three months ended September 30, 2020, the Company issued a total of 250,000 common shares for the exercise of stock options. The Company received proceeds of $240,000 and reclassified $349,830 from reserves to share capital upon exercise.

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

11.

Share Capital - continued

 

 

b)

Warrants

 

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2019

     14,886,996        1.53  

Expired

     (5,156,411      2.60  

Exercised

     (163,025      0.32  

Cancelled

     (15,000      1.00  

Issued

     8,522,135        1.00  
  

 

 

    

 

 

 

Balance at June 30, 2020

     18,074,695        0.98  

Exercised

     (1,634,331      0.60  
  

 

 

    

 

 

 

Balance at September 30, 2020

     16,440,364        0.98  
  

 

 

    

 

 

 

The weighted average contractual life of the warrants outstanding is 0.96 years.

 

 

c)

Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of 3 years. All of the stock options vested at grant.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the stock options vested at grant.

On May 4, 2020, the Company granted 850,000 stock options to consultants of the Company at a price of $0.75 for a period of three years. All of the stock options vested at grant.

On May 13, 2020, the Company granted 100,000 stock options to a consultant of the Company at a price if $0.81 for a period of three years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

11.

Share Capital – continued

 

 

c)

Options - continued

 

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

 

     2020  

Annualized volatility

     103

Risk free interest rate

     0.97

Dividend rate

     0

Expected life of options

     3.17 years  

Forfeiture rate

     0

Share price

   $ 0.80  

Stock option transactions are summarized as follows:

 

     Number of options      Weighted
average
exercise price
 

Balance at June 30, 2019

     8,747,681      $ 1.25  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  

Options expired

     (721,897      2.10  

Options granted

     5,950,000        0.78  
  

 

 

    

 

 

 

Balance at June 30, 2020

     13,525,784        0.99  

Options exercised

     (250,000      0.96  
  

 

 

    

 

 

 

Balance at September 30, 2020

     13,275,784        0.99  
  

 

 

    

 

 

 

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

11.

Share Capital - continued

 

 

c)

Options - continued

 

The following table summarizes stock options outstanding and exercisable at September 30, 2020:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        1.42        1.05        1,250,000        1.05  

0.96

     2,340,000        1.71        0.96        2,340,000        0.96  

1.02

     435,784        0.86        1.02        435,784        1.02  

2.10

     500,000        2.39        2.10        500,000        2.10  

1.40

     1,900,000        2.93        1.40        1,900,000        1.40  

1.00

     750,000        1.50        1.00        750,000        1.00  

1.00

     150,000        1.70        1.00        150,000        1.00  

0.83

     100,000        1.80        0.83        100,000        0.83  

0.75

     150,000        3.04        0.75        150,000        0.75  

0.89

     300,000        2.29        0.89        300,000        0.89  

0.76

     4,450,000        2.44        0.76        4,450,000        0.76  

0.75

     850,000        2.59        0.75        850,000        0.75  

0.81

     100,000        2.62        0.81        25,000        0.81  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,275,784        1.86        0.99        13,200,784        0.99  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

12.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     September 30,
2020
     September 30,
2019
 

Management fees paid or accrued to officers of the Company

   $ 235,238      $ 232,163  
  

 

 

    

 

 

 
   $ 235,238      $ 232,163  
  

 

 

    

 

 

 

As at September 30, 2020 there is $194,220 (June 30, 2020: $200,809) in accounts payable and accrued liabilities owing to officers of the Company. Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

12.

Related Party Transactions - continued

 

On July 1, 2020, the Company entered into consulting agreements with the President & COO, CEO, CFO and a director of the Company. The new agreements provide for a “Change of Control” clause that can be triggered should certain events occur as follows:

 

 

a)

A merger, amalgamation, arrangement, reorganization or transfer takes place in which equity securities of the Company possessing more than one-half of the total combined voting power of the Company’s outstanding equity securities are acquired by a person or persons different from the persons holding those equity securities immediately prior to such transaction, and the composition of the board of directors of the Company following such transaction is such that the directors of the Company prior to the transaction constitute less than one-half of the directors following the transaction, except that no Change in Control will be deemed to occur if such merger, amalgamation, arrangement, reorganization or transfer is with any subsidiary or subsidiaries of the Company;

 

 

b)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, 20% or more of the voting rights attached to all outstanding equity securities;

 

 

c)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, the right to appoint a majority of the directors of the Company; or

 

 

d)

If the Company sells, transfers or otherwise disposes of all or substantially all of its assets, except that no Change in Control will be deemed to occur if such sale or disposition is made to a subsidiary or subsidiaries of the Company.

If the Company terminates the agreements other than for Just Cause, the Company shall provide the director or officers with working notice, payment in lieu of working notice or a combination of the two equal to twenty-four (24) months of fees applicable. As of September 30, 2020, the maximum amount that would be payable is $2,000,000.

 

13.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

14.

Financial instruments and financial risk management

 

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended September 30, 2020 and the year ended June 30, 2020.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

September 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 2,674,030      $ —        $ —        $ 2,674,030  
  

 

 

    

 

 

    

 

 

    

 

 

 
           

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

14.

Financial instruments and financial risk management-continued

 

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. At September 30, 2020, the Company has a working capital deficit of $3,914,410.

 

(iv)

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     September 30, 2020
$
     June 30, 2020
$
 

Cash

     822,146        574,506  

Accounts payable

     (5,871,743      (6,426,587

Convertible loan

     (4,901,695      (4,955,500

At September 30, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3339. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $996,000 in the Company’s comprehensive loss for the year to date.

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED September 30, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

15.

Subsequent Events

 

Subsequent to September 30, 2020, the Company issued 4,882,879 common shares upon the exercise of warrants for proceeds of $5,099,029 and issued 500,000 common shares to Nevada Alaska Mining Co. Inc. with a fair value of $1,025,000 (See Note 3).

 

25

Exhibit 99.58

 

LOGO

Management’s Discussion and Analysis

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

INTRODUCTION

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at November 27, 2020 and it should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the three months ended September 30, 2020. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard Lithium” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium Ltd. (“Standard” or “the Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”, and are quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and the Frankfurt Stock Exchange under the symbol “S5L”. The head office is located at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6 Canada.

The Company’s principal focus is the development of lithium-bearing brine resources in North America, and the eventual commercial production of high-purity lithium chemicals. In order to achieve a portfolio of lithium-brine bearing properties, the Company has either directly secured brine leases from public lands or private landowners, or has partnered, in a variety of commercial relationships, with existing brine resource holders. The Company has also

 

2


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

1. SUMMARY OF STANDARD LITHIUM’S BUSINESS—continued

 

developed a suite of Intellectual Property (“IP”) related to novel technologies that can be deployed to either selectively extract lithium from brine, or convert and purify intermediate lithium chemicals to higher purity materials.

This IP suite is protected by a series of patent applications, and where the underlying inventor is an associate of, or consultant to SLL, exclusive rights or sole-licensing agreements are in place to allow SLL unfettered access to the patent(s) and associated know-how.

The Company’s focus is on advancing its south Arkansas lithium project towards commercial production. The company also has an early stage lithium brine project in the Mojave Desert in California

Historical information relating to the formation of the various land packages and commercial agreements are available under the Company’s SEDAR profile.

ARKANSAS LITHIUM

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases (“Lanxess Project”). The Company is also conducting mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas (“Tetra Project”).

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

LANXESS PROJECT

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

In addition, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas. Under the proposed terms of the joint venture, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture, and Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on the property, as well as its proprietary extraction processes including all relevant intellectual property rights.

 

3


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for the commercial development of the future commercial project. It is anticipated that the joint venture will include options for Standard Lithium to participate in project funding on similar terms.

The final terms of the joint venture and any funding arrangement remain subject to completion of due diligence, technical proof of concept, normal economic viability studies to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

The Company has issued two technical reports for the Lanxess Project. The first Resource Report was filed on the Company’s SEDAR profile on November 19, 2018 and comprised an Inferred Resource estimate for lithium contained in brine underlying the Lanxess property (19th Nov 2018 Inferred Resource report). The second report was a Preliminary Economic Assessment (PEA), filed on August 01, 2019 (link to PEA on SLL’s SEDAR page). The PEA comprised an upgraded Indicated Resource estimate for the property, as well as preliminary capital and operational

costing and project economics for a proposed commercial plant at the property. All information contained within the PEA superseded that which had been previously reported for the Lanxess Project.

Lanxess PEA – Executive Summary

As described above, on August 1 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

 

4


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

LANXESS PROJECT — CONTINUED

 

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report. The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium. The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%. The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

 

5


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

CAPEX Summary

 

Stage of
Development

  

Description

   Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
  

Phase 1 Subtotal

     171,171,000  

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
  

Phase 2 Subtotal

     161,178,000  

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
  

Phase 3 Subtotal

     104,813,000  
  

CAPEX TOTAL

     437,162,000  

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in the table below.

Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

Note: OPEX per one metric tonne of production is US$4,319.

 

6


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units    Values     

Comments

Production

  

tpy

     20,900     

At completion of Phase 3 production

Plant Operation

  

years

     25     

From the start of Phase 1 production

Capital Cost (CAPEX)

  

US$

     437,162,000     

Annual Operating Cost (OPEX)

  

US$

     90,259,000     

At completion of Phase 3 production

Average Selling Price

  

US$/t

     13,550     

Annual Revenue

  

US$

     283,195,000     

Discount Rate

  

%

     8     

Net Present Value (NPV) Post-Tax

  

US$

     989,432,000     

Net Present Value (NPV) Pre-Tax

  

US$

     1,304,766,000     

Internal Rate of Return (IRR) Post-Tax

  

%

     36.0     

Internal Rate of Return (IRR) Pre-Tax %

  

%

     41.8     

Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

 

7


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Lanxess Project – Current Status

During 2019, the Company designed and constructed a modular demonstration-scale lithium extraction plant in Ontario, Canada. This Demonstration Plant was mobilized and transported to Lanxess’ operational brine processing facility at their South Plant. The initial installation of the plant was completed in mid-October 2019, a semi-permanent structure to enclose the plant and ancillary laboratory, office and control room were installed by December 2019, and all utility and service connections were completed by the end of January 2020. In mid-May 2020 the Company announced the completion of the commission phase of the Demonstration Plant. The Demonstration Plant is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of Lithium Carbonate. The highly automated, three-story demonstration plant includes an integrated office and control room, as well as a full, process-specific analytical laboratory.

On September 9, 2020 the Company shipped a large volume of lithium chloride solution product from the Arkansas Demonstration Plant for final conversion to lithium carbonate. The Company shipped an initial total volume of 20,000 liters of lithium chloride product for conversion to battery quality lithium carbonate using: (1) a third-party OEM/vendor in Plainfield, Illinois for lithium carbonate conversion using a conventional process; and (2) Saltworks Technologies Inc. in Richmond, B.C. to continue work currently underway using the Company’s proprietary SiFT crystallization process.

The Company’s industrial-scale lithium carbonate SiFT crystallization pilot plant, has been operating successfully since mid-July using a lithium chloride solution that was produced in 2019 by the Company’s mini-pilot DLE plant (note, this lithium chloride solution was produced from Arkansas brine). Transport of bulk volumes of polished lithium chloride product will continue to be shipped from Arkansas to BC, until such time that border restrictions are lifted, and it is possible to move the SiFT pilot plant and Standard Lithium staff from BC to Arkansas. Additional work is also being completed at the Arkansas project site to construct the foundations required to house the integrated SiFT pilot plant when international border restrictions allow.

 

8


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

TETRA PROJECT

 

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000+ net brine acres of leases located in Columbia and Lafayette Counties, Arkansas.

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to the Tetra Project. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Inferred Resource – Executive Summary

On February 28 2019, the Company issued an Inferred Resource NI43-101 report for the Tetra project, and the Executive Summary of this is provided below; the full report is available under the Company’s SEDAR profile (See Tetra Inferred Resource Report on Company’s Sedar page).

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total (and main
resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource
Area
       

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes
(see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  

Total LCE resource (metric tonnes) (see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

9


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

TETRA PROJECT—CONTINUED

 

Notes:

[1] Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement—continued

Notes:—continued

[2] Numbers may not add up due to rounding.

[3] The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

[4] The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

[5] In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

 

10


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

TETRA PROJECT—CONTINUED

 

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Tetra Project – Current Status

No additional work has been completed by the Company on the Tetra project following completion of the Inferred Resource report outlined above. However, our project partners, Tetra Technologies, have been involved in renewal of brine leases across the Project, where appropriate.

 

11


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

CALIFORNIA LITHIUM

 

The Company also has a lithium brine development project in the Mojave Desert region of California. This project consists of approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins (collectively known as The Bristol Dry Lake Project). The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

The land package consists of:

 

 

 

Option purchase agreement with Nevada Alaska Mining Inc.;

 

 

 

Property lease agreement with National Chloride; and,

 

 

 

A License, exploration and operation agreement with TETRA Technologies.

Details regarding the various commercial agreements with these companies and the Company’s ongoing commitments can be found in previous versions of the Company’s MD&A.

Some limited investigation and processing works have been completed at the Bristol Dry Lake Project, consisting of geophysical surveys, drilling and sampling, test-pitting and sampling, completion of evaporation pond performance testing and other water level surveys. As of the time of writing of this document, these data have not been integrated into a technical report for the Project, however it is the Company’s intention to complete any necessary investigation works and deliver a technical report in the future.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

2. HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020

Annual Information Form (AIF)

An AIF for the Fiscal Year 2020 (ended on June 30, 2020) was issued and refiled by the Company on November 27, 2020 and can be viewed in its entirety under the Company’s SEDAR profile.

SHARE ISSUANCES

During the period ended September 30, 2020, the Company issued 1,634,331 common shares for proceeds of $860,581 upon the exercise of warrants.

Subsequent to September 30, 2020, the Company issued 4,882,879 common shares for proceeds of $5,099,029 upon the exercise of warrants.

Subsequent to September 30, 2020, the Company issued 500,000 common shares to satisfy terms under property agreements.

During the period ended September 30, 2020, the Company issued 250,000 common shares for proceeds of $240,000 upon the exercise of stock options and reclassified $349,830 from reserves to share capital upon exercise.

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

Stock Option Grants

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

3. SELECTED ANNUAL FINANCIAL INFORMATION

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

    

June 30,

2020

$

    

June 30,

2019

$

    

June 30,

2018

$

 
  

 

 

    

 

 

    

 

 

 

Total revenue

     —          —          —    

Total assets

     57,761,812        44,391,331        30,920,583  

Working capital surplus (deficiency)

     (2,605,318      1,578,892        13,964,324  

Total non-current financial liabilities

     5,091,780        398,453        —    

Net loss

     9,527,368        8,578,841        3,745,091  

Net loss per share

     0.11        0.11        0.06  

Results of Operations

Three months ended September 30, 2020 compared to the three months ended September 30, 2019:

The Company incurred a net loss of $2,787,507 for the quarter ended September 30, 2020 (“Q1-2021”) compared to a net loss of $852,917 for the quarter ended September 30, 2019 (“Q1-2020”). The primary reason for the increase in loss was amortisation of the pilot plant, amotisation of the intangible asset, costs related to the operation of the pilot plant, increased professional fees and interest and accretion expense. Consulting fees increased to $175,607 during Q1-2021, compared with $145,023 in Q1-2020 due to the addition of costs related to the engagement of a lobbyist. Management fees of $235,238 during Q1-2021 were consistent with fees of $232,163 incurred during Q1-2020. Professional Fees of $111,148 were higher than fees of $22,260 during Q1-2020. This is mainly due to higher legal fees and costs associated with a review of Q1-2021 incurred during the period. Filing and transfer agent fees of $20,439 were consistent with fees of $22,447 during Q1-2020. Office and administration cost of $66,142 were higher than the costs of $45,673 incurred during the comparative quarter due to higher insurance costs. Advertising and investor relations costs of $74,299 were incurred during Q1-2021 as compared to $136,574 during Q1-2020. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $Nil incurred during Q1-2021 was lower than costs of $7,487 incurred during Q1-2020 due to the restriction of travel abroad and to the United States. The share-based compensation during the period was $20,789 as compared to $77,623 recognized in Q1-2020 as share-based compensation. The Company incurred $55,251 of cost associated with a preliminary economic assessment during Q1-2020 with no costs incurred during Q1-2021. The company incurred $21,514 of costs related to patent applications as compared to $46,139 of costs incurred during Q1-2020.

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

Quarter Ended

   Total Revenues      Net Income/(Loss)      Earnings/ (Loss)
Per share
 

December 31, 2018

   $ Nil      $ (1,735,978    $ (0.01

March 31, 2019

   $ Nil      $ (1,880,795    $ (0.02

June 30, 2019

   $ Nil      $ (498,870    $ (0.01

September 30, 2019

   $ Nil      $ (852,917    $ (0.01

December 31, 2019

   $ Nil      $ (877,831    $ (0.01

March 31, 2020

   $ Nil      $ (3,327,623    $ (0.04

June 30, 2020

   $ Nil      $ (4,468,997    $ (0.05

September 30, 2020

   $ Nil      $ (2,787,507    $ (0.03

Liquidity and Capital Resources

As of September 30, 2020, the Company had a working capital deficit of $3,914,410 compared to a working capital deficit of $2,605,318 as of June 30, 2020. Cash and cash equivalents at September 30, 2020 totaled $2,674,030 compared to $4,141,494 at June 30, 2020. During the three months ended September 30, 2020 the Company had a net cash outflow of $1,467,464.

During the three months ended September 30, 2020, the Company issued 1,634,331 common shares upon the exercise of warrants for proceeds of $860,581 and issued 250,000 common shares upon the exercise of 240,000 stock options for proceeds of $240,000.

Subsequent to September 30, 2020, the Company has received proceeds of $5,099,029 upon the exercise of warrants.

Management has determined that the cash resources will be insufficient to continue operations in the short term and additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     September 30,
2020
     September 30,
2019
 

President and Chief Operating Officer due to Green Core Consulting Ltd.

   $ 75,000      $ 75,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     75,000        75,000  

Due to Varo Corp Capital Partners Inc.

     60,000        60,000  

Chief Financial Officer due to Kara Norman

     25,238        22,163  
  

 

 

    

 

 

 
   $ 235,238      $ 232,163  
  

 

 

    

 

 

 

As at September 30, 2020 there is $194,220 (June 30, 2020: $200,809) in accounts payable and accrued liabilities owing to officers of the Company.

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 112,764,530 common shares issued and outstanding, 13,275,784 stock options and 11,557,485 warrants outstanding. Of the warrants outstanding, 860,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 3,052,750 are exercisable to acquire one common share at $1.30 expiring March 21, 2022, 741,965 are exercisable to acquire one common share at $1.00 expiring on March 21, 2021, 150,000 are exercisable to acquire one common share at $1.30 expiring on April 10, 2021 and 6,752,770 are exercisable to acquire one common share at $1.00 expiring on February 20, 2022. The 6,752,770 warrants issued on February 20, 2020 are subject to acceleration under certain circumstances.

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        1.26        1.05        1,250,000        1.05  

0.96

     2,340,000        1.55        0.96        2,340,000        0.96  

1.02

     435,784        0.70        1.02        435,784        1.02  

2.10

     500,000        2.28        2.10        500,000        2.10  

1.40

     1,900,000        2.77        1.40        1,900,000        1.40  

1.00

     750,000        1.34        1.00        750,000        1.00  

1.00

     150,000        1.54        1.00        150,000        1.00  

0.83

     100,000        1.64        0.83        100,000        0.83  

0.75

     150,000        2.88        0.75        150,000        0.75  

0.89

     300,000        2.13        0.89        300,000        0.89  

0.76

     4,450,000        2.28        0.76        4,450,000        0.76  

0.75

     850,000        2.43        0.75        850,000        0.75  

0.81

     100,000        2.46        0.81        50,000        0.81  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,275,784        1.56        0.99        13,225,784        0.99  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended September 30, 2020 and the year ended June 30, 2020.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

September 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 2,674,030      $ —        $ —        $ 2,674,030  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instrument which are subject to interest rate risk.

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

Financial Instruments and Risk Management – continued

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at September 30, 2020, the Company has a working capital deficit of $3,914,410. The Company is actively engaged in raising additional capital to meet financial obligations.

 

(iv)

Currency Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     September 30, 2020
$
     June 30, 2020
$
 

Cash

     822,146        574,506  

Accounts payable

     (5,871,743      (6,426,587

Convertible loan

     (4,901,695      (4,955,500

At September 30, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.3339. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $996,000 in the Company’s comprehensive loss for the year to date.

4. RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly

dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), Livent Corporation (NYSE:LTHM), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co. Ltd. and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of the Company’s common shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Three Months Ended September 30, 2020

 

 

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Impact of COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

23

Exhibit 99.59

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kara Norman, Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended September 30, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 27, 2020

“Kara Norman”

Kara Norman

Chief Financial Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.60

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended September 30, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 27, 2020

“Robert Mintak”

Robert Mintak

Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.61

 

LOGO

STANDARD LITHIUM LTD.

AMENDED AND RESTATED ANNUAL INFORMATION FORM

Amending and restating the Annual Information Form dated November 27, 2020

for the Fiscal Year ended June 30, 2020

Dated December 2, 2020

CORPORATE OFFICE

110 – 375 Water Street

Vancouver, British Columbia, V6B 5C6

REGISTERED OFFICE

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia, V6C 3E8


TABLE OF CONTENTS

 

PRELIMINARY NOTES AND CAUTIONARY STATEMENT

     3  

CORPORATE STRUCTURE

     4  

GENERAL DEVELOPMENT OF THE BUSINESS

     6  

DESCRIPTION OF THE BUSINESS

     13  

MINERAL PROPERTIES

     17  

RISK FACTORS

     33  

DIVIDENDS AND DISTRIBUTIONS

     45  

CAPITAL STRUCTURE

     45  

MARKET FOR SECURITIES

     46  

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

     47  

DIRECTORS AND OFFICERS

     48  

PROMOTERS

     50  

AUDIT COMMITTEE

     50  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     51  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     51  

AUDITORS, TRANSFER AGENT AND REGISTRAR

     52  

MATERIAL CONTRACTS

     52  

INTEREST OF EXPERTS

     52  

ADDITIONAL INFORMATION

     53  

SCHEDULE “A” Audit Committee Mandate

     A-1  


PRELIMINARY NOTES AND CAUTIONARY STATEMENT

Date of Information

All information in this Annual Information Form (“AIF”) is as of June 30, 2020, unless otherwise indicated.

Cautionary Notes to U.S. Investors Concerning Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this AIF are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States included in U.S. Securities and Exchange Commission (the “SEC”) Industry Guide 7.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. Following the transition period, as a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards.

As a result of the adoption of the SEC Modernization Rules, the SEC will recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required under NI 43-101. Accordingly, during this period leading up to the compliance date of the SEC Modernization Rules, information regarding mineral resources or mineral reserves contained or referenced in this AIF may not be comparable to similar information made public by companies that report in accordance with U.S. standards. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Currency

Except where otherwise indicated, all references to currency in this AIF are to Canadian Dollars (“$”).

 

3


Forward-Looking Information

Except for statements of historical fact, this AIF contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar terms, or statements that certain events or conditions “might”, “may”, “could” or “will” occur. In particular, forward-looking information in this AIF includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including the state of the electric vehicle market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; the development of the COVID-19 global pandemic; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under “Risk Factors”, as well as in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this AIF is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Certain Other Information

Certain information in this AIF is obtained from third party sources, including public sources, and there can be no assurance as to the accuracy or completeness of such information. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated.

CORPORATE STRUCTURE

Name, Address and Incorporation

Standard Lithium Ltd. (“Standard” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name “Patriot Petroleum Corp.” At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the

 

4


Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

Standard is a specialty chemical company focused on the exploration and development of mineral assets with a stated objective to lead the new wave of lithium production.

The Company’s flagship project is in southern Arkansas, where it is engaged in the testing and proving of commercial viability of lithium extraction from over 150,000 acres of permitted brine operations (the “LANXESS Property”) and also the resource development of approximately 27,262 acres of separate brine leases, and deeds (the “TETRA Property”, and together with the LANXESS Property, the “Arkansas Lithium Project”), both located in the Smackover Formation. It is also engaged in the exploration and resource development of approximately 45,000 acres at the Bristol and Cadiz Dry Lakes lithium projects located in the Mojave Desert in San Bernardino County, California (the “California Lithium Project”).

Standard is listed on the TSX Venture Exchange (“TSXV”) and trades under the symbol “SLL”, on the Frankfurt Stock Exchange (“FRA”) under the symbol “S5L” and on the OTC-Nasdaq under the symbol “STLHF”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and files its continuous disclosure documents with the Canadian Securities Authorities in such provinces.

Such documents are available on SEDAR at www.sedar.com. Standard’s filings through SEDAR are not incorporated by reference in this AIF.

The Company’s corporate office is located at 110 – 375 Water Street, Vancouver, British Columbia, V6B 5C6 and its registered office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

 

5


Intercorporate Relationships

Standard has four subsidiaries, being Moab Minerals Corp. (“MoabSub”) (a holding company which owns the shares of 1093905 Nevada Corp.), Vernal Minerals Corp. (“VernalSub”) (a holding company which owns the shares of Arkansas Lithium Corp., which in turn operates the Demonstration Plant (defined below)), both of which are incorporated under the laws of the Province of British Columbia, 2661881 Ontario Limited (“2661881”) (which owns intellectual property rights to be used in the operation of the Demonstration Plant) and California Lithium Ltd., a Nevada corporation. Standard is the registered and beneficial owner of all the outstanding share capital in all subsidiaries.

The following list sets out the Company’s intercorporate relationships. Each of the below noted subsidiaries are wholly-owned.

Standard Lithium Ltd. (Canada)

 

 

(I)

Moab Minerals Corp. (British Columbia) a. 1093905 Nevada Corp. (Nevada)

 

 

(II)

Vernal Minerals Corp. (British Columbia) a. Arkansas Lithium Corp. (Nevada)

 

 

(III)

2661881 Ontario Limited

 

 

(IV)

California Lithium Ltd. (Nevada)

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

2017 Developments

On February 2, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of MoabSub, a privately-held British Columbia-based mineral exploration company (the “Moab SPA”). Moab holds the rights to the Paradox Project (“Paradox”), which consists of 2,175 placer claims, covering an area of approximately 43,335 acres, in the Paradox basin in Grand and San Juan counties in the State of Utah. In consideration for the claims Moab is required to pay the vendor US$380,850 (paid) and US$250,000 on each of the 12, 18, and 24 months anniversaries from the effective date of the purchase agreement between MoabSub and the vendor. In consideration for the acquisition of the share capital of Moab, the Company issued 6,850,000 common shares in the capital of the Company (the “Shares”) and has assumed responsibility for all outstanding liabilities of Moab. In addition, the Company paid a finders’ fee of 200,000 Shares to an arm’s length third-party who assisted in facilitating the acquisition. The transaction was approved by the TSXV and the common shares were issued on February 21, 2017. The value of the common shares of MoabSub acquired less the liabilities assumed, totaling $8,449,939 has been attributed to the underlying Paradox surface rights held by Moab. On August 31, 2017, the Company dropped the Paradox property and terminated the Moab SPA with the vendor. The Company recorded a write-off of mineral property of $8,441,085. The Company has no further obligations or liabilities in relation to the Paradox property.

 

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On May 1, 2017, the Company signed a property lease agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property (the “National Chloride Property”) to the California Lithium Project, with approximately 12,290 acres (the Property Lease Agreement”). Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

 

 

US$25,000 on the date of the Property Lease Agreement (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid)

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 Shares on the closing date (issued)

 

 

 

Issue 100,000 Shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 Shares on or before May 24, 2021

 

 

 

Issue 200,000 Shares on or before May 24, 2022

 

 

 

Issue 500,000 Shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000.

On September 1, 2017, the Company amended the Property Lease Agreement with National Chloride to include additional approximate 6,000 acres adjacent to the 12,290 acres (the “Amended Property Lease Agreement”). The Amended Property Lease Agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On July 26, 2017, the Company entered into a Memorandum of Understanding (“July MOU”) with Tetra Technologies Inc. (“TETRA”) to acquire certain rights to conduct brine exploration, production and lithium extraction activities on approximately 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas. At signing of the July MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On October 23, 2017, the Company entered into a Memorandum of Understanding (“October MOU”), with TETRA, to secure access to additional operating and permitted land consisting of

 

7


approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The October MOU with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA. In connection with the entering into of the October MOU, the Company has made a non-refundable deposit of $125,800 (US$100,000).

On November 1, 2017, the Company entered into a share purchase agreement to acquire all of the outstanding share capital of a privately held British Columbia based mineral exploration company (the “Vendor”) which holds the rights to a series of 54 prospective mineral claims located in San Bernardino County, California. In consideration for the acquisition of the Vendor, the Company would issue 1,000,000 Shares, and would assume responsibility for all outstanding liabilities of the Vendor. However, as of August 31, 2018, the Company has decided not to complete the transaction. No Shares have been issued, the Company has no further liabilities or obligations to the Vendor and prepaid costs of $20,650 were written-off.

On December 29, 2017, the Company entered into an option agreement with TETRA to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,262 brine acres located in Columbia and Lafayette Counties, Arkansas (the “TETRA 1st Option Agreement”). Under this TETRA 1st Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before January 31, 2020 (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the date of the TETRA 1st Option Agreement, beginning with that date that is 48 months following the date of the TETRA 1st Option Agreement, until the earlier of the expiration of the Exploratory Period (as defined therein) or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty (as defined therein).

During the Lease Period, at any time following the commencement of Commercial Production (as defined therein), the Company agreed to pay a royalty of 2.5% (minimum royalty US$1,000,000) to TETRA.

2018 Developments

On February 21, 2018, the Company announced the implementation of a restricted share unit plan along with the grant of an aggregate of 2,100,000 restricted share units thereunder (the “RSUs”). The RSUs were to be granted to directors and officers of the Company, based on a common share value of $2.10, with vesting occurring in three equal tranches every four months for a period of twelve months. On October 25, 2018 the Company issued a news release clarifying that the board of directors of the Company (the “Board” or “Board of Directors”) ultimately elected not to implement a restricted share unit plan at that time, and would not be granting the RSUs.

On April 23, 2018, the Company entered into an exploration and option agreement (the “EOA”)

 

8


with TETRA to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow for exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) to TETRA, and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 Shares to TETRA, as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 Shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 Shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 Shares on or before April 23, 2021

 

 

 

Issue 400,000 Shares on or before April 23, 2022

 

 

 

Issue 400,000 Shares on or before April 23, 2023

 

 

 

Issue 1,000,000 Shares successful completion of a pre-feasibility study

On May 9, 2018 the Company announced the signing of a memorandum of understanding (“LANXESS MOU”) with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The LANXESS MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail brine and brine produced from the Smackover Formation. The LANXESS MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. The Company has paid an initial US$3,000,000 reservation fee to LANXESS to, locate and interconnect a lithium extraction pilot plant at one of LANXESS processing facilities in south Arkansas, secure access to tail brine produced as part of LANXESS bromine extraction business, and provide logistics and other support as may be required to operate the pilot plant with additional fees and obligations in the future subject to certain conditions.

On May 15, 2018, the Company announced that it has entered into a license, exploration and option agreement to formalise the October MOU (the “TETRA 2nd Option Agreement”). The

 

9


TETRA 2nd Option Agreement provides that the Company will acquire the rights to conduct lithium brine exploration activities on properties located in San Bernardino County, California. The properties total approximately 23,940 acres and consist of a series of mineral claims located in the Bristol Dry Lake and Cadiz Dry Lake regions in San Bernardino County, California.

Under the terms of the TETRA 2nd Option Agreement, the Company will initially acquire the right to conduct lithium exploration activities on the properties located in Bristol Dry Lake and Cadiz Dry Lake. These rights will be acquired in consideration for a series of cash payments and share issuances totaling US$2,700,000 and 3,400,000 Shares, to be completed over a sixty-month period. Initially, the Company will make a payment of US$100,000 and issue 200,000 Shares. The cash payments and share issuances will be made to TETRA, which is the underlying owner of the properties.

On July 26, 2018, the Company changed its financial year-end from December 31 to June 30.

On September 4, 2018, the Company announced the appointment of Robert Cross to its Board of Directors as Non-Executive Chairman. Mr. Cross is an engineer with 25 years of experience as a financier and company builder in the mining and oil & gas sectors. He co-founded and serves as Chairman of B2Gold, a top performing growing gold producer which will achieve almost one million ounces of low-cost gold production in 2020. He was also co-founder and Chairman of Bankers Petroleum Ltd., co-founder and Chairman of Petrodorado Energy Ltd., and until October 2007, was the Non-Executive Chairman of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital Corporation in Toronto. Mr. Cross has an Engineering Degree from the University of Waterloo (1982) and received an MBA from Harvard in 1987.

On October 1, 2018, the Company issued 500,000 Shares with a fair value of $840,000 to Nevada Alaska.

On October 23, 2018, the Company issued 200,000 Shares with a fair value of $280,000 to TETRA.

On November 9, 2018, the Company signed a term sheet (the “LANXESS JV Term Sheet”) with LANXESS for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation. The Company is working with LANXESS in a phased approach as per terms of a binding memorandum of understanding, to develop commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from brine produced from the Smackover Formation.

Under the LANXESS JV Term Sheet, it is proposed that the parties would form a joint venture in which LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure, and the Company would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on LANXESS’ property, as well as its proprietary extraction processes including all relevant intellectual property rights. It is anticipated that, subject to completion of due diligence, the Company would initially hold a 30% equity interest in the joint venture, with the balance held by LANXESS. Subject to the satisfaction of certain conditions, the Company would have the option to increase its interest in the joint venture to 40%.

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for commercial development of the future commercial project, and it is anticipated that the joint

 

10


venture will include options for the Company to participate in project funding on similar terms. In connection with development of the joint venture, it is further contemplated that LANXESS will enter into a supply and distribution arrangement in which all merchant market sales of lithium derived from the joint venture will be distributed by LANXESS. The final terms of the joint venture and any funding and distribution arrangements remain subject to completion of due diligence, technical proof of concept, normal economic viability studies (e.g. Preliminary Feasibility Study, etc.) to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

On November 27, 2018, the Company entered into a share purchase agreement with Craig Johnstone Brown (“Brown”) to acquire all of the issued and outstanding share capital of 2661881 Ontario Limited (“BrownCo”), a company owned by Brown, which holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “Brown SPA”). As consideration for the transaction, the Company will complete a series of cash payments and Share issuances to Brown totaling $1,050,000 and 1,000,000 Shares. All cash payments and Share issuances are immediately due and payable in the event a final decision is made by the Company to proceed with the commercial development of the intellectual property owned by BrownCo. In the event the Company does not make any required payments or Share issuances, Brown has the right to re-acquire all of the issued and outstanding share capital of BrownCo, at which point the Company’s obligations to make further payments will cease. The Company completed the acquisition of BrownCo on December 13, 2019.

2019 Developments

On January 28, 2019, the Company announced a maiden resource estimate on the TETRA Property, 27,262 net brine acres located in Columbia and Lafayette Counties, Arkansas held pursuant to the TETRA 1st Option Agreement.

On February 28, 2019, the Company filed a technical report in respect of the TETRA Property on SEDAR.

On March 20, 2019 the Company engaged Advisian, the consulting arm of WorleyParsons Canada Services Ltd. (“Worley”) to complete a Preliminary Economic Assessment (“PEA”) of its LANXESS Property in the south-central region of Arkansas, USA.

On June 19, 2019, the Company announced the results of its PEA and updated Mineral Resource estimate on its LANXESS Property in the south-central region of Arkansas, USA. See “Mineral Properties – Arkansas Lithium Project”.

On October 15, 2019 the Company announced that the final modules of the Company’s “LiSTR” direct lithium extraction demonstration plant (the “Demonstration Plant”) had been transported to and were currently being installed at the Arkansas Lithium Project.

On October 28, 2019 the Company agreed to accelerate the timeframe of completion of the payments and Share issuances detailed under the Brown SPA. Under the revised agreement, the Company will make (a) a cash payment of $250,000 on or before November 15, 2019 (paid); and (b) a further $250,000 (paid) and the issuance of 500,000 Shares (issued) on or before December 31, 2019. The Company completed the acquisition of BrownCo on December 13, 2019.

On December 2, 2019 the Company announced the successful installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas and that the Company’s project team

 

11


had also installed the site office/control room, the lithium-specific analytical laboratory, and a steel-framed, all-weather structure that allows year-round operation.

2020 Developments

On March 9, 2020 the Company announced that it had produced its first >99.9% purity (also known as ‘three-nines’) battery quality lithium carbonate using the Company’s proprietary SiFT (“SiFT”) crystallisation technology.

On May 19, 2020 the Company announced the successful start-up of the Demonstration Plant which is now operating on a 24/7 basis, extracting lithium directly from LANXESS’ tail brine.

On June 9, 2020 the Company reported that it had completed the construction of its SiFT crystallization pilot plant.

Subsequent Events

On July 15, 2020 the Company announced that its SiFT crystallization pilot plant was beginning initial lithium carbonate crystallization work and that the commissioning phase of the plant had been successfully completed.

On September 9, 2020 the Company announced it had shipped its first large volume of lithium chloride product from the Demonstration Plant for final conversion to lithium carbonate.

Selected Financings

The Company has completed the following financings over the last three completed financial years:

On February 16, 2018, the Company closed a brokered private placement and issued 10,312,821 units of the Company (each, a “Unit”) at a price of $2.10 per Unit, for gross proceeds of $21,656,924 (the “February 2018 Private Placement”). Each Unit consists of one Share and one-half of one Share purchase warrant (each whole warrant, a “Unit Warrant”. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $2.60 for a period of two years. The Company paid finder’s fees of $2,165,692 in cash, issued 309,384 Shares and granted 721,897 compensation options exercisable for one Unit until February 16, 2020 at an exercise price of $2.10.

On March 21, 2019 the Company closed a bought-deal public offering by way of short form prospectus, comprising 11,390,500 Units at a price of $1.00 per Unit for gross proceeds of $11,390,500 (the “March 2019 Public Offering”). Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, until March 21, 2022.

On April 15, 2019, the Company closed a private placement comprising 426,000 Units at a price of $1.00 per Unit for gross proceeds of $426,000. Each Unit consists of one Share and one-half of one Unit Warrant. Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.30 per share, subject to adjustment in certain events, for a period of three years.

On October 30, 2019 the Company entered into a $5,000,000 loan (the “Loan”) and guarantee agreement with LANXESS. US$3.75 million was advanced to the Company, based on an agreed exchange rate, and will be used in the ongoing development of the Demonstration Plant in southern

 

12


Arkansas, for the demonstration of the Company’s proprietary process for the extraction of lithium from brine solutions.

The principal amount of the Loan will be convertible at the option of LANXESS at a rate such that for each $0.80 of principal converted, the Lender will receive one Common Share and one-half of a Warrant with an exercise price of $1.20 per Common Share and a term of three years. Assuming full conversion of the Loan principal, LANXESS would receive 6,251,250 Shares and 3,125,625 warrants to purchase Common Shares. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments. In the event that the Company has a positive consolidated operating cash flow, as shown on its financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of LANXESS and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

The Loan is due and payable in full on the fifth anniversary, subject to the provision that at any time after second anniversary, LANXESS may elect an earlier maturity date on 60 days’ notice to the Company. The Loan is secured by a charge on the shares of MoabSub, VernalSub and 2661881, as well as by a security interest in the tangible and intangible property of the Company and the Subsidiaries.

On February 20, 2020 the Company closed a non-brokered public offering by way of special warrant (each, a “Special Warrant”), comprising 16,140,220 Special Warrants at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165 (the “February 2020 Private Placement Offering”). Each Special Warrant entitles the holder to receive, upon voluntary or deemed exercise, and without payment of additional consideration, one unit of the Company (each, a “Conversion Unit”). Each Conversion Unit consists of one Share and one-half of one share purchase warrant (each, a “Unit Warrant”). Each Unit Warrant is exercisable to acquire one Share at an exercise price of $1.00 per Share, subject to adjustment in certain events, until February 20, 2022, subject to accelerated expiry in certain circumstances. Each Special Warrant will be deemed exercised on the date that is two business days following the earlier of: (i) the date that is four months and one day from completion of the February 2020 Private Placement Offering; or (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities for a final prospectus qualifying distribution of the Conversion Units. All Special Warrants converted to Shares on June 21, 2020.

DESCRIPTION OF THE BUSINESS

Background

The Company was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name “Patriot Petroleum Corp.” At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act.

The shareholders also approved the consolidation of the Company’s Shares on the basis of one post-consolidation Share for five pre-consolidation Shares. All Share and per Share amounts in this AIF have been retroactively restated to reflect the share consolidation.

 

13


The Company was formerly in the oil and gas business, but changed its focus during the 2016 fiscal year. The Company is currently focusing on acquiring and developing lithium brine projects in the USA.

The Company has two main project locations: (i) the Arkansas Lithium Project; and (ii) the California Lithium Project; these are summarized below.

Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest. The first is pursuant to the TETRA 1st Option Agreement to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,262 net acres of brine leases and deeds located in Columbia and Lafayette Counties, Arkansas. The second is pursuant to the LANXESS MOU and subsequent LANXESS JV Term Sheet, regarding the testing and proving of commercial viability of lithium extraction from brine that is produced as part of LANXESS’ bromine extraction business at its three facilities in Union County, southern Arkansas. The terms and conditions of the three agreements are described above in the previous section.

All of the Company’s activities in southern Arkansas relate to brine leases that overlie the Smackover Formation in a region with a long history of commercial scale brine processing. Historical published brine data and current unpublished brine data from within and adjacent to the Company’s area of activities lead the Company to believe that lithium-bearing brines are likely present throughout underlying the project area.

The TETRA lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to Company’s lease area. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018, the Company announced analysis from four brine samples recovered from two existing wells in the TETRA lease area showed lithium concentrations ranging between 347– 461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

On November 14, 2018, the Company announced a maiden inferred resource of 3,086,000 tonnes lithium carbonate equivalent (“LCE”) at its LANXESS Property. The resource is defined across a total footprint of approximately 150,000 acres, which is comprised over 10,000 separate brine leases.

With respect to the LANXESS MOU and LANXESS JV Term Sheet, in Q1 2019 the Company undertook mini-pilot scale process work, using tail brine collected from operating facilities in Southern Arkansas. This work provided the engineering data for the design of a full-scale, continuously operated Demonstration Plant. The Company contracted Zeton Inc. (“Zeton”) to build the Demonstration Plant. The Demonstration Plant was constructed by Zeton in three phases and the final modules of the Company’s Demonstration Plant were transported to and installed at

 

14


LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant is based on the Company’s proprietary LiSTR technology, that uses a solid sorbent material to selectively extract lithium from LANXESS’ tailbrine. The Company and their contractors completed initial installation of the Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. This installation was completed in mid-October 2019. During November and December 2019, a semi-permanent all-weather structure was installed to enclose the demonstration plant, and an office/control room and an analytical laboratory were also installed.

On January 28, 2019, the Corporation announced a maiden resource estimate on the TETRA Property, and on June 19, 2019, the Corporation announced the results of its preliminary economic assessment and updated Mineral Resource estimate on its LANXESS Property, and details regarding this are provided in the Mineral Properties section below.

On May 9, 2020, the Company commenced full-time operation of the Demonstration Plant. The plant is designed to process up to 50 USGPM of brine, extract the lithium, with the aim of producing a high quality, concentrated lithium chloride intermediate product. This product can then be converted into battery quality lithium carbonate, either via conventional OEM processes, or via the proprietary SiFT technology the Company is developing. As of July 15, 2020, the Company’s SiFT pilot plant is now operational and represents the next generation of lithium carbonate crystallisation, promising higher purities and more consistent product specifications; all requirements of the next generations of lithium ion batteries.

It is a matter of public record that LANXESS operates approximately 150,000 acres of brine leases in Southern Arkansas via three unitised areas.

California Lithium Project

See “Mineral Properties – California Lithium Project” below for information on the California Lithium Project.

Lithium Brine Processing Project

The Company has formed a technical advisory group that is engaged in performing brine processing test and design work on bulk brine samples gathered from the Company’s projects. Work has been completed on five main fronts: (i) pre-treating the Company’s brines using modern filtration technologies; (ii) selectively extracting lithium from pre-treated brine(s) to produce a concentrated lithium salt solution; (iii) purifying and crystallisation of concentrated lithium solutions to produce battery-grade lithium products; (iv) derisking the technology by designing, building and operating progressively larger pilot and pre-commercial plants; and (v) assisting in developing, refining and submitting patent applications and other intellectual property (IP) protections. The Company currently holds substantial IP and has filed full, non-provisional patent applications in several jurisdictions for its LiSTR (selective lithium extraction) technology, as well as a provisional application for its SiFT lithium carbonate crystallisation technology. This work is ongoing.

Other

The Company is continuing to review its options with respect to the current and other prospective properties.

Specialized Skills and Knowledge

Successful exploration, development and operation of the Company’s lithium projects will require access to personnel in a wide variety of disciplines, including geologists, geophysicists,

 

15


engineers, drillers, managers, project managers, accounting, financial and administrative staff, and others. Since the project locations are also in jurisdictions familiar with and friendly to resource extraction, management believes that the Company’s access to the skills and experience needed for success is sufficient.

Competitive Conditions

The Company’s activities are directed towards the exploration, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company will compete with other interests, many of which have greater financial resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts, and the Company may not be able to successfully raise funds required for any such capital investment. See “Risk Factors – Competition” below.

Business Cycles

Mining is a cyclical industry and commodity prices fluctuate according to global economic trends and conditions. See “Risk Factors – Risk Related to the Cyclical Nature of the Mining Business” below.

Environmental Protection

Our exploration and development activities, as applicable, are subject to various levels of federal, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

Employees

As of the date of this AIF, the Company did not have any employees and the services of CEO, CFO and President and COO were provided by contractors.

Reorganizations

There have been no corporate reorganizations of the Company.

 

16


MINERAL PROPERTIES

Arkansas Lithium Project

The Arkansas Lithium Project consists of two main areas of interest: LANXESS Property and TETRA Property. Each property will be discussed below separately.

LANXESS Property

Please refer to the technical report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019 (the “LANXESS PEA”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description, Location and Access;

 

 

 

History;

 

 

 

Geological Setting, Mineralization and Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample, Analysis and Data Verification;

 

 

 

Mineral Processing and Metallurgical Testing;

 

 

 

Mineral Resource and Mineral Reserve Estimates;

 

 

 

Mining Operations;

 

 

 

Processing and Recovery Methods;

 

 

 

Infrastructure, Permitting and Compliance Activities;

 

 

 

Capital and Operating Costs;

 

 

 

Exploration, Development and Production.

The following is a summary of the LANXESS PEA, prepared by a multi-disciplinary team of Qualified Persons (“QPs”) that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Marek Dworzanowski, P.Eng., B.Sc. (Hons), FSAIMM, Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd. (“APEX”), Stanislaw Kotowski, P.Eng, M.Sc. of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O.

The LANXESS PEA is incorporated by reference herein and for full technical details, the complete text of the LANXESS PEA should be consulted.

The following summary does not purport to be a complete summary of the LANXESS Property and is subject to all the assumptions, qualifications and procedures set out in the LANXESS PEA and is qualified in its entirety with reference to the full text of the LANXESS PEA. Readers should read this summary in conjunction with the LANXESS PEA.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, Arkansas, United States. The southern and western edges of the LANXESS Property border the State of Louisiana (LA) and Columbia County, respectively. The LANXESS Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The

 

17


LANXESS Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by LANXESS, a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the Arkansas Oil and Gas Commission. The land package, which is indicated on Figure 4-2 of the LANXESS PEA, consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

 

 

 

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

 

 

 

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

 

 

 

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

Geology and Mineralization

The authors of the LANXESS PEA reclassified the LANXESS lithium-brine (“Li-Brine”) Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the LANXESS PEA.

The average lithium concentration used in the resource calculation is 168 mg/L lithium (“Li”).

Resources have been estimated using a cut-off grade of 100 mg/L lithium.

The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total LCE for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

The Company’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results. Readers are cautioned that statements relating to the

 

18


production process and recovery are based on using a processing technology that has not yet been commercially proven and there is a risk that actual results, performance, prospects and opportunities could differ materially from those expressed or implied by such forward-looking information.

Mineral Processing and Metallurgical Testing

The Company is continuing the development of a processing route to produce battery-quality lithium chemicals from brine at the Company’s LANXESS Property. The immediate goal of the past and ongoing work is to define the process and engineering parameters required to design and operate a demonstration-scale integrated plant at the LANXESS Property. The objective of the demonstration plant is to further confirm the operating conditions and design criteria for the full-scale commercial plant, which will be operated at the same site using the same tail-brine feed. It will also enable the examination of some processing options and the optimization of key processing parameters.

Lithium Extraction Mini-Pilot Testing

The bench-scale lithium extraction process equipment, as discussed in the LANXESS PEA, was scaled up by a suitable scaling factor, and was reconstructed at SGS Canada Inc’s Lakefield Ontario laboratory. The principal purpose of the mini-pilot plant work was to better understand the continuous solid/liquid handling aspects of the process in order to complete the design of the Demonstration Plant.

The brine was used in the mini-pilot plant at ambient temperature, without any prior filtration or pre-treatment. The mini-pilot plant campaign operated during March 2019, and ran continuously for three weeks, 299 hours on a 24/5 basis, with only short stoppages to address mechanical issues and to change operating conditions. For the first two weeks, one sorbent sample was used and it circulated through the plant circuit from loading to elution and back again. This sorbent was replaced with a second sample that was tested in the third campaign week. The continuous circuit operated at a feed brine flowrate of 240 L per hour. This would have required a very large volume of brine to be transported and then disposed of; therefore, initially, lithium chloride, via a master solution, was added to the produced barren brine, which was then recirculated to the loading reactor. For the final shifts in the campaign, fresh feed brine was processed on a once-through basis, as would be the case in the on-site operations. Both sodium hydroxide and aqueous ammonia were successfully tested as pH control reagents. An upgraded and purified lithium chloride solution was produced and ultimately used in the development of the novel crystallization technology known as SiFT.

Lithium Chloride Conversion Testing

The concentrated lithium chloride solution, from the stripping stage, undergoes removal of residual hardness (low levels of residual alkali and alkaline earth metals) using industry standard purification methods to produce a high-purity lithium chloride solution. The purified lithium chloride solution produced by polishing is suitable for application of the industry-standard carbonation process. Typically, this involves adding soda-ash (sodium carbonate) to the lithium chloride solution. Heating reduces the solubility of the precipitated lithium carbonate, which is subsequently removed by filtration. The lithium carbonate is further purified through several stages, including further carbonation, bicarbonation and hot washing, followed by sizing, drying and packing, to produce a saleable lithium carbonate product meeting the offtake partner’s specifications. These final product preparation steps are analogous to those currently used in

 

19


operating lithium brine projects and are typically carried out using equipment and processes provided by Vendors/Original Equipment Manufacturers (OEMs) familiar with the application.

The batch crystallization and purification process was developed by the lithium industry in the 1960s, and was designed for end-uses that did not require very high purities. The global growth in use of lithium chemicals is based predominantly on the adoption of lithium ion batteries, and these end-uses typically have more exacting purity targets.

In order to assess whether alternative crystallization techniques may be helpful in reaching higher levels of purity, the Company is also in the process of examining an alternative precipitation technology with fewer purification steps. As previously announced, the Company has been involved in testing a novel continuous crystallization process. This work has been completed in collaboration with researchers from the University of British Columbia (“UBC”), specifically Professor Jason Hein. This new process, which has been dubbed ‘SiFT’, has the advantage over the conventional purification route that it can start off with a contaminated (with elements like calcium and magnesium) lithium chloride solution and produce high grade lithium carbonate in fewer process steps and with reduced chemical requirements.

Conclusions

The purpose of the continuously-operating Demonstration Plant will be to establish process robustness and to evaluate long-term sorbent life, while further optimizing operating conditions. Most of the design parameters for the Demonstration Plant have been developed from the bench and mini-pilot plant testing and the Demonstration Plant will further define the design parameters and expected capital and operating costs for the commercial operation.

 

20


Capital and Operating Cost Estimate

CAPEX

Capital expenditures (“CAPEX”) are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard (see Table 1).The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

Table 1 CAPEX Summary

 

Stage of Development

  

Description

   Cost (US$)  

Phase 1

  

South Lithium Chloride Plant

     106,886,000  
  

Central Lithium Carbonate Plant – Train No 1

     27,711,000  
  

Pipelines

     2,340,000  
  

Contingency 25%

     34,234,000  
     

 

 

 
     Phase 1 Subtotal    171,171,000  
     

 

 

 

Phase 2

  

West Lithium Chloride Plant

     99,393,000  
  

Central Lithium Carbonate Plant – Train No 2

     25,769,000  
  

Pipelines

     3,780,000  
  

Contingency 25%

     32,236,000  
     

 

 

 
     Phase 2 Subtotal    161,178,000  
     

 

 

 

Phase 3

  

Central Lithium Chloride Plant

     66,589,000  
  

Central Lithium Carbonate Plant – Train No 3

     17,261,000  
  

Contingency 25%

     20,963,000  
     

 

 

 
     Phase 3 Subtotal    104,813,000  
     

 

 

 
   CAPEX TOTAL      437,162,000  
     

 

 

 

 

21


OPEX

Operating expenditures (“OPEX”) are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in Table 2.

Table 2 Annual Operating Cost Summary

 

Description

   Phase 1 US$      Phase 2 US$      Phase 3 US$  

Direct Operational Expenditures

        

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  
  

 

 

    

 

 

    

 

 

 

Subtotal

     40,953,000        74,326,000        87,849,000  
  

 

 

    

 

 

    

 

 

 

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  
  

 

 

    

 

 

    

 

 

 

TOTAL

     41,962,000        76,227,000        90,259,000  
  

 

 

    

 

 

    

 

 

 

Note: OPEX per one metric tonne of production is US$4,319.

 

22


Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in Table 3.

Table 3 Economic Evaluation - Case 1 (Base Case) Summary

 

Overview

  

Units

   Values     

Comments

Production

   tpy      20,900     

At completion of Phase 3 production

Plant Operation

   years      25     

From the start of Phase 1 production

Capital Cost (CAPEX)

   US$      437,162,000     

Annual Operating Cost (OPEX)

   US$      90,259,000     

Average Selling Price

   US$/t      13,550     

Annual Revenue

   US$      283,195,000     

Discount Rate

   %      8     

Net Present Value (NPV) Post-Tax

   US$      989,432,000     

Net Present Value (NPV) Pre-Tax

   US$      1,304,766,000     

Internal Rate of Return (IRR) Post- Tax

   %      36.0     

Internal Rate of Return (IRR) Pre- Tax %

   %      41.8     

Post-Tax Sensitivity Analysis

The sensitivity analysis at discount rate of 8% indicates that the project is economically viable under the base case conditions where the NPV and IRR are very positive.

 

 

 

Project economics are sensitive to the variations in the product selling price. A change in the selling price by +/- 20% changes the value of net present value (“NPV”) by +/- 43% and value of IRR by +/- 32%.

 

 

 

The project is moderately sensitive to variations in the OPEX. A change in the OPEX by +/- 20% changes the value of NPV by +/- 14% and value of internal rate of return (“IRR”) by +/-10%.

 

 

 

The project economics are relatively insensitive to the increase or decrease of CAPEX. Achange in the CAPEX by +/- 20% changes the value of NPV by +/- 1% and value of IRR of less than +/- 1%.

 

 

 

The cost of reagents is approximately 72% of the OPEX. The remaining components of the operating cost have significantly lower impact on the overall economics.

 

23


Conclusions and Recommendations

Key Study Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the preliminary economic assessment of the LANXESS Property justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the LANXESS Property.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

Key Study Recommendations

 

 

 

The LANXESS Li-brine mineral resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the mineral resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at LANXESS’ South Plant facility in southern Arkansas should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant pre-feasibility study (“PFS”).

TETRA Property

Please refer to the technical report titled “Amended Geological Introduction and Maiden

 

24


Inferred Resource Estimate for Standard Lithium Ltd.’s Tetra Smackover Lithium-Brine Property in Arkansas, United States” dated February 28, 2019 (the “Tetra Resource Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description, Location and Access;

 

 

 

History;

 

 

 

Geological Setting, Mineralization and Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample, Analysis and Data Verification;

 

 

 

Mineral Processing and Metallurgical Testing;

 

 

 

Mineral Resource and Mineral Reserve Estimates;

 

 

 

Mining Operations;

 

 

 

Processing and Recovery Methods;

 

 

 

Infrastructure, Permitting and Compliance Activities;

 

 

 

Capital and Operating Costs;

 

 

 

Exploration, Development and Production.

The following is a summary of the Tetra Resource Report, prepared by a multi-disciplinary team of QPs that include geologists, hydrogeologists and chemical engineers with relevant experience in brine geology, brine resource modelling and estimation, and lithium-brine processing. The authors include Mr. Roy Eccles M.Sc. P. Geol. of APEX, Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O Inc. and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Tetra Resource Report and the maiden mineral resource estimate.

The Tetra Resource Report is incorporated by reference herein and for full technical details, the complete text of the Tetra Resource Report should be consulted.

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Property Location and Description

The centre of Tetra Property is located approximately 24 km (15 miles) west of the City of Magnolia in Lafayette County, south western Arkansas, United States. The Property encompasses Townships 16-17 South and Ranges 22-24 West of the 5th Meridian and lies wholly within Lafayette and Columbia Counties.

Ownership and History

In 1992, Tetra started acquiring the brine leases and deeds. The Tetra Property is comprised of 489 land tracts containing 802 individual leases and eight salt water (brine) deeds that covers 11,033 net mineral hectares (27,262 net mineral acres). The leases and deeds are held by TETRA. The percentage of brine rights ownership varies from section to section and has been accounted for in the mineral resource estimate.

 

25


Geology and Mineralization

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Tetra Property.

The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The total Inferred mineral resource at Tetra Property is estimated at 151,000 tonnes of elemental Li. The total LCE for the Tetra Property resource is 802,000 tonnes LCE (Table 4). Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Table 4 – Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total (and
main

resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource
Area
   

 

 

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes (see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total LCE resource (metric tonnes) (see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Notes:

 

 

1.

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

 

2.

Numbers may not add up due to rounding.

 

3.

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

 

4.

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Tetra Resource Report was completed in accordance with the Canadian Securities Administration’s NI 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

 

5.

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

A Future Target for Exploration (“FTE”) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

 

26


Key Study Recommendations

 

 

 

Collect additional brine samples from the Upper and Middle Smackover formations either from existing wells on the Tetra Property or recomplete existing/abandoned wells or install a well.

 

 

 

Analyse available Smackover Formation core at several locations from the Arkansas Geological Survey at 0.3 m intervals throughout the Upper and Middle Smackover formations to assess porosity and permeability.

 

 

 

Continue with ongoing mineral processing test work and development of a rapid extraction technology.

California Lithium Project

Please refer to the technical report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA” dated September 13, 2016 with an effective date of September 13, 2016 (the “California Technical Report”), as filed on the Company’s SEDAR profile, for detailed disclosure relating to:

 

 

 

Project Description and Location;

 

 

 

Accessibility;

 

 

 

History;

 

 

 

Geological Settling and Mineralization;

 

 

 

Deposit Types;

 

 

 

Exploration;

 

 

 

Drilling;

 

 

 

Sample Preparation, Analyses and Security; and

 

 

 

Data Verification.

The following is a summary of the California Technical Report prepared by William Feyerabend, a “qualified person” and “independent” as such terms are defined in NI 43-101 and is subject to any updated information contained elsewhere in this AIF. The California Technical Report is incorporated by reference herein and for full technical details, reference should be made to the complete text of the California Technical Report. Note that the California Technical Report was based on an assessment of only the approximately 4,000 acres of BDL claims that The Company used to gain an initial position in the Bristol Dry Lake area. Several commercial transactions were completed subsequent to this initial California Technical Report, and therefore information gathered as part of those transactions could not be incorporated into the initial California Technical Report.

The following summary does not purport to be and is not a complete summary of the California Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the California Technical Report and is qualified in its entirety with reference to the full text of the California Technical Report. Readers should read this summary in conjunction with the California Technical Report.

Project Description, Location and Access

The California Lithium Property is located in San Bernardino County, California (Figure 1) approximately 150 miles east-northeast of Los Angeles and next to Amboy, a populated place which used to be a popular stop on Highway 66 before it was bypassed by Interstate 40. The

 

27


nearest commercial centers via I40 are at Barstow 80 miles west and Needles 75 miles east.

Figure 1: Location Map

 

LOGO

The California Lithium Property’s 55 (fifty five) unpatented placer mining claims are located in Sections 3 and 4, T. 4 N., R. 13 E.; Sections 4, 8, 9, 10, 17 and 25, T. 5 N., R. 12 E., and Sections 30, 31 and 32, T. 5 N., R. 13 E., SBBM. The central claim latitude/longitude coordinates are approximately N34o51’, W115o71’. The claims are located on Bristol Dry Lake adjacent to Amboy, California.

 

LOGO

 

28


LOGO

 

LOGO

 

29


The claims cover a total of approximately 4,020 acres on Federal land.

 

LOGO

The BLD claims are located on Federal lands controlled by the Bureau of Land Management. As public lands, there is free right of access within the restrictions of special land designations. Both surface and mineral rights are held by the Federal government.

History and Geologic Setting

Salt production from Bristol Lake has a long history. There has been some drilling on the playa as part of academic and assessment programs. Most data acquisition was directed to sedimentology and water saline chemistry, but there are four historical lithium analyses cited in Calzia (1991) from two USGS drill holes (Figure 2). Lithium ranges cited by Garrett (2004) are slightly different 68 to 104 ppm Li.

 

30


Figure 2: Historic Drill Holes and Lithium Analyses

 

LOGO

At the time of drilling, those ranges of lithium concentrations were of academic interest. While the lithium concentrations of 71 – 110 mg/L are now of interest, the methods of sampling and analyses are not known, so the results are historical only.

Two core holes, Bristol 1 (“BR-1”) and Bristol 2 (“BR-2”), were drilled in 1953 as part of the U. S. Geological Survey program to study saline deposits in the Mojave Desert. Detailed logging (Bassett et all, 1959) logged dense clays alternating with salt beds. There were seven salt beds greater than five feet thick. The principal production bed is 8 feet deep and the next salt bed is at 153 feet. The clays are commonly silty or sandy and there is a one-inch white volcanic crystal tuff at 720 feet, again showing some volcanic activity as the basin developed. Bristol Lake salt brines were used for drilling and there were no analyses of fluids in that program.

 

LOGO

 

31


Subsequent Exploration, Development, and Production

Following the initial California Technical Report for the California Lithium Project (brief summary provided above), and subsequent to the various transactions that allowed the Company to access and explore most parts of the Bristol Dry Lake Playa (see “General Development of the Business – Three Year History” for descriptions of the various commercial agreements established for the overall property), the Company has completed several phases of exploration and process testing work. These have consisted of the following:

 

 

 

Gravity geophysical surveys of both Bristol Dry Lake and Cadiz Dry Lake (see news releases filed on Company’s SEDAR profile dated June 05, 2017 and April 19, 2018). These surveys have highlighted the presence of two deep, infilled basins at the two project sites. At Bristol Dry Lake, the survey showed that the basin was up to two times deeper than previously understood, with a maximum depth of up to 1.2 km beneath the Project area. At Cadiz Dry Lake, the survey showed a maximum depth of just over 0.7 km beneath the Project area.

 

 

 

CSAMT/MT geophysical surveys of Bristol Dry Lake (see news release filed on Company’s SEDAR profile dated August 08, 2017). This survey highlighted the presence of extensive low resistivity zones beneath the Bristol Dry Lake Project, suggesting that lithium brines are present beneath almost all of Standard’s claims. In addition, the survey showed extremely low resistivity values (less than 1 ohm-metre), likely correlating with high concentration brines, and also that brines extend south and eastwards across the basin, into areas that are not currently used for brine harvesting activities.

 

 

 

Excavation of surface pits across the property with a backhoe, combined with initial evaporation pond work (see news release filed on Company’s SEDAR profile dated October 10, 2017 and December 11, 2017). Initial grab sampling of very shallow (1.5 to 6 m depth) brines across the property showed an average lithium concentration of 146 mg/L. These brines were pumped into shallow, plastic-lined ponds, were concentrated via passive solar evaporation for a period of four weeks, and yielded final brines with an average lithium concentration of 686 mg/L.

 

 

 

Sampling of production wells from Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated October 30, 2017). Grab samples taken from active brine production wells on the Cadiz Dry Lake Project yielded lithium concentrations between 112 to 139 mg/L.

 

 

 

Initial sampling and exploratory drilling work at Bristol Dry Lake and Cadiz Dry Lake (see news release filed on Company’s SEDAR profile dated December 11, 2017 and June 20, 2018). Four exploration boreholes were drilled at Bristol Dry Lake in Q4 of 2017, and reached a maximum depth of 1,195 ft (364 m). Two additional exploratory boreholes were drilled at Bristol in the first half of 2018 (making six in total), and a seventh well was commenced and then subsequently completed in such a manner that it can be re-entered easily.

 

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Numerous brine samples have been collected across the two properties, and elevated lithium concentrations have been noted in all samples collected from exploration boreholes in Bristol Dry Lake, and from production wells in Cadiz Dry Lake. These data have not been published to date but will be released in a technical report for the Property(ies) in the future. Lithium concentrations are consistent with historical data (see Feyeraband 2016 report) and with grab samples as described above. Additional rounds of evaporation pond process testing work have also been completed and these are similarly consistent with the initial data as described above.

RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties, the Arkansas Lithium Project and the California Lithium Project. Additional risk factors may be included in the California Technical Report, the LANXESS PEA, the Tetra Resource Report or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results of operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors, but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited, and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and other personnel. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this state of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will incur substantial capital expenditures for the continued exploration and development of its projects in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs and process studies. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have

 

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a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares and could impair the Company’s ability to raise capital through future sales of Shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at the Company’s projects. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Development of the Arkansas Lithium Project

The Company’s business strategy depends in large part on developing the Arkansas Lithium Project into a commercially viable mine. Whether a mineral deposit will be commercially viable depends on numerous factors, including: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) commodity prices, which are highly volatile; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of Mineral Resources and Mineral Reserves, environmental protection and capital and operating cost requirements. The capital expenditures and time required to develop the three phases of the Arkansas Lithium Project are significant and the Company has not yet secured funding that it believes will be sufficient to cover its share of capital expenditure obligations for the first stage of development of the Arkansas Lithium Project. Accordingly, there can be no assurance that the Company will ever develop this project. If the Company is unable to develop all or any of its projects into a commercial operating mine, its business and financial condition will be materially adversely affected.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted, such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades and in the analysis of the economic

 

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viability of future mine development and mineral extraction. Until actually extracted and processed, the quantity of lithium reserves and grade must be considered as estimates only. In addition, the quantity of reserves and resources may vary depending on commodity prices and various technical and economic assumptions. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small-scale laboratory tests, pilot plants or the Demonstration Plant will be duplicated in larger scale tests under on-site conditions or during production. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action. These factors could all have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Construction Risks

As a result of the substantial expenditures involved in development projects, developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the project.

Construction costs and timelines can be impacted by a wide variety of factors, many of which are beyond the control of the Company. These include, but are not limited to, weather conditions, ground conditions, performance of the mining fleet and availability of appropriate rock and other material required for construction, availability and performance of contractors and suppliers, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations for the workforce.

Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline to obtain these government approvals is

 

 

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often beyond the control of the Company. A delay in start-up or commercial production would increase capital costs and delay receipt of revenues.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material.

Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

Commodity Price Fluctuations

The prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Shares

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The Share price is also likely to be significantly affected by delays experienced in progressing with development plans, a decrease in investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in the Company’s quarterly and annual financial statements. Other factors unrelated to performance that could have an effect on the price of the Shares include the following:

(a) the trading volume and general market interest in the Shares could affect a shareholder’s ability to trade significant numbers of common shares; and

(b) the size of the public float in the Shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these or other factors, the market price of the Shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation has been brought against companies following years of volatility in the market price of their

 

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securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Cost Estimates

The Company prepares estimates of operating costs and/or capital costs for each operation and project. The Company’s actual costs are dependent on a number of factors, including royalties, the price of lithium and by-product metals and the cost of inputs used in exploration activities.

The Company’s actual costs may vary from estimates for a variety of reasons, including labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition.

Future Share Issuances May Affect the Market Price of the Shares

In order to finance future operations, the Company may raise funds through the issuance of additional Shares or the issuance of debt instruments or other securities convertible into Shares. The Company cannot predict the size of future issuances of Shares or the issuance of debt instruments or other securities convertible into Shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which began in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, the terms that are available to the Company. In the longer term, these factors, combined with the Company’s financial position could have important consequences, including the following:

 

(a)

increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

(b)

limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

(c)

limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

(d)

placing the Company at a disadvantage when compared to competitors that have less debt relative to their market capitalization.

Issuance of Debt

From time to time, the Company may enter into transactions to acquire assets or the shares of

 

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other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service any future debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Financing Risks

The Company’s development and exploration activities may require additional external financing. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be acceptable to the Company. Furthermore, if the Company raises additional capital by offering equity securities or securities convertible into equity securities, any additional financing may involve substantial dilution to existing shareholders. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production of any or all of the Company’s mineral properties. The cost and terms of such financing may significantly reduce the expected benefits from new developments or render such developments uneconomic.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of properties, such as the properties in which the Company has an interest. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular year or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals,

 

 

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licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company, including delays and cost increases in the advancement of the Company’s projects.

Permitting

The Company’s operations, development projects and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “permits”) from appropriate governmental authorities. Before any development on any of its properties the Company must receive numerous permits, and continued operations at the Company’s mines is also dependent on maintaining, complying with and renewing required permits or obtaining additional permits.

The Company may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore and develop its properties, commence construction or operation of mining facilities and properties or maintain continued operations. Delays may occur in connection with obtaining necessary renewals of permits for the Company’s existing operations and activities, additional permits for existing or future operations or activities, or additional permits associated with new legislation. It is possible that previously issued permits may become suspended or revoked for a variety of reasons, including through government or court action.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Title Claims and First Nations Rights

The Company has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights in relation to lands covering the projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties.

Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

 

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Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate its mining properties and its projects or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Company’s current or future mining properties and projects.

Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities.

Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company’s ability to acquire within a reasonable time frame effective mineral titles, permits or licenses in any jurisdictions in which title or other rights are claimed by First Nations and other indigenous peoples, and may affect the timetable and costs of development and operation of mineral properties in these jurisdictions. The risk of unforeseen title claims by indigenous peoples also could affect existing operations as well as development projects. These legal requirements may also affect the Company’s ability to expand or transfer existing operations or to develop new projects.

Community Relations and License to Operate

The Company’s relationship with the host communities where it operates is critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or the Company’s exploration or development activities specifically, could have an adverse effect on the Company’s reputation. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Company’s overall ability to advance its projects, which could have a material adverse impact on the Company’s results of operations, financial condition and prospects. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company’s efforts in this respect will mitigate this potential risk.

Acquisition and Integration Risks

As part of its business strategy, the Company has sought and will continue to seek new operating, development and exploration opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into the Company. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, if at all, or that any acquisition or business arrangement completed will ultimately benefit its business. Such acquisitions may be significant in size, may change the scale of the Company’s

 

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business and may expose the Company to new geographic, political, operating, financial or geological risks. Further, any acquisition the Company makes will require a significant amount of time and attention of the Company’s management, as well as resources that otherwise could be spent on the operation and development of the Company’s existing business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of the Company’s ongoing business; the inability of management to realize anticipated synergies and maximize the Company’s financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. In addition, the Company may need additional capital to finance an acquisition. Debt financing related to any acquisition may expose the Company to the risks related to increased leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that it will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity financing to the extent required to fund its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. If the Company does not generate sufficient cash flow from operating activities, it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition, and operating results. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

 

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There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation.

The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Decommissioning and Reclamation

Environmental regulators are increasingly requiring financial assurances to ensure that the cost of decommissioning and reclaiming sites is borne by the parties involved, and not by government. It is not possible to predict what level of decommissioning and reclamation (and financial assurances relating thereto) may be required in the future by regulators. The Company’s ability to advance its projects could be adversely affected by any inability on its part to obtain or maintain the required financial assurances.

 

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Dividends

The Company has never paid cash dividends on our Shares, and does not expect to pay any cash dividends in the future in favor of utilizing cash to support the development of our business. Any future determination relating to the Company’s dividend policy will be made at the discretion of the Board of Directors and will depend on a number of factors, including future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements the Company may obtain or enter into, future prospects and other factors the Company’s Board of Directors may deem relevant at the time such payment is considered. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on their investment in the Shares for the foreseeable future.

Time and Cost Estimates

Actual time and costs may vary significantly from estimates for a variety of reasons, both within and beyond the control of the Company. Failure to achieve time estimates and significant increases in costs may adversely affect the Company’s ability to continue exploration, develop the Company’s projects and ultimately generate sufficient cash flows. There is no assurance that the Company’s estimates of time and costs will be achievable.

Consumables Availability and Costs

The Company’s planned exploration, development and operating activities, including the profitability thereof, will continue to be affected by the availability and costs of consumables used in connection with the Company’s activities. Of significance, this may include concrete, steel, copper, piping, diesel fuel and electricity. Other inputs such as labor, consultant fees and equipment components are also subject to availability and cost volatility. If inputs are unavailable at reasonable costs, this may delay or indefinitely postpone planned activities. Furthermore, many of the consumables and specialized equipment used in exploration, development and operating activities are subject to significant volatility. There is no assurance that consumables will be available at all or at reasonable costs.

Mineral Resource Uncertainties

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to mineral resources, there can be no assurances that mineral resources will be upgraded to mineral reserves as a result of continued exploration or during the course of operations.

There can be no assurances that any of the mineral resources stated in this AIF or published technical reports of the Company will be realized. Until a deposit is actually extracted and processed, the quantity of mineral resources or reserves, grades, recoveries and costs must be considered as estimates only. In addition, the quantity of mineral resources or reserves may vary depending on, among other things, product prices. Any material change in the quantity of mineral resources or reserves, grades, dilution occurring during mining operations, recoveries, costs or other factors may affect the economic viability of stated mineral resources or reserves. In addition, there is no assurance that mineral recoveries in limited, small scale laboratory tests or pilot plants will be duplicated by larger scale tests or during production. Fluctuations in lithium prices, results of future drilling, metallurgical testing, actual mining and operating results, and other events subsequent to the date of stated mineral resources and reserves estimates may require revision of such estimates. Any material reductions in estimates of mineral resources or reserves could

 

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have a material adverse effect on the Company.

Lithium Demand

Lithium is considered an industrial mineral and the sales prices for the different lithium compounds are not public. Lithium is not a traded commodity like base and precious metals. Sales agreements are negotiated on an individual and private basis with each different end-user. Therefore, it is possible that the sales prices used in the LANXESS PEA will be different than the actual prices at which the Company is able to sell its lithium compounds. In addition, there are a limited number of producers of lithium compounds and it is possible that these existing producers will try to prevent newcomers from entering the chain of supply by increasing their production capacity and lowering sales prices. Factors such as foreign currency fluctuation, supply and demand, industrial disruption and actual lithium market sale prices could have an adverse impact on operating costs and stock market prices and on the Company’s ability to fund its activities. In each case, the economics of the Arkansas Lithium Project could be materially adversely affected, even to the point of being rendered uneconomic.

Global Financial Conditions

Global financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on the Company’s liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on the Company’s business.

COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

44


Infrastructure

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Competition

The Company faces strong competition from other mining companies in connection with the identification and acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to identify, maintain or acquire attractive mining properties on acceptable terms or at all. Consequently, the Company’s prospects, revenues, operations and financial condition could be materially adversely affected.

Taxation

The Company is affected by the tax regimes of various local, regional and national authorities. Revenues, expenditures, income, investments, land use, intercompany transactions and all other business conditions can be taxed. Tax regulations, interpretations and enforcement policies may differ from the Company’s applied methods and may change over time due to circumstances beyond the Company’s control. The effect of such events could have material adverse effects on the Company’s anticipated tax consequences. There is no assurance regarding the nature or rate of taxation, assessments and penalties that may be imposed.

DIVIDENDS AND DISTRIBUTIONS

The Company has not, for any of the three most recently completed financial years or its current financial year, declared or paid any dividends on our Shares, and does not currently have a policy with respect to the payment of dividends. For the foreseeable future, we anticipate that we will not pay dividends but will retain future earnings and other cash resources for the operation and development of our business. The payment of dividends in the future will depend on our earnings, if any, our financial condition and such other factors as our directors consider appropriate.

CAPITAL STRUCTURE

The authorized share capital of the Company consists of an unlimited number of Shares and an unlimited number of preferred shares (“Preferred Shares”), without par value. As of the date of this AIF, 112,932,030 Shares were issued and outstanding and there were no Preferred Shares issued and outstanding. In addition, as of the date of this AIF, there were 13,225,784 incentive stock options (“Options”), Nil compensation options and 11,439,985 Warrants outstanding.

Holders of Shares are entitled to receive notice of any meeting of shareholders of the Company, to attend and to cast one vote per Share at such meetings. Holders of Shares are also entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Company are entitled to receive on a pro-rata basis, the net assets of the Company after

 

45


payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority. The Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

MARKET FOR SECURITIES

Trading Price and Volume

The Shares are listed for trading on the TSXV under the trading symbol “SLL”.

The following table sets forth the high and low prices and total monthly volume of the Shares as traded on the TSXV for the periods indicated. All share prices are shown in Canadian dollars.

 

Period

   High ($)    Low ($)    Total Volume

July 2019

   1.080    0.820    2,307,250

August 2019

   0.970    0.810    932,299

September 2019

   0.900    0.730    501,154

October 2019

   0.800    0.650    1,436,552

November 2019

   0.980    0.530    2,922,233

December 2019

   0.990    0.770    1,589,736

January 2020

   0.970    0.800    2,432,104

February 2020

   0.950    0.670    1,517,329

March 2020

   0.860    0.390    2,695,000

April 2020

   0.800    0.510    1,224,325

May 2020

   1.070    0.670    2,214,790

June 2020

   1.540    0.970    6,800,239

 

 

46


Prior Sales

The Company issued the following securities during the most recently completed financial year and the current financial year:

 

Date

 

Class of Security

 

Amount Issued

 

Issue Price

May 24, 2020

  Common Shares   200,000(7)   $0.92

May 13, 2020

  Options   100,000   $0.81

May 4, 2020

  Options   850,000   $0.75

April 23, 2020

  Common Shares   400,000(7)   $0.62

March 9, 2020

  Options   4,450,000(1)   $0.76

February 20, 2020

  Warrants   452,025(2)   $1.00

February 20, 2020

  Special Warrants   16,140,220(3)   $0.75

January 13, 2020

  Options   300,000(4)   $0.89

October 16, 2019

  Options   150,000(5)   $0.75

October 1, 2019

  Common Shares   500,000(7)   $0.72

July 19, 2019

  Options   100,000(6)   $0.83

Notes:

 

(1)

Issued to a Directors and Officers of the Company.

 

(2)

Issued to finders in connection with the February 2020 Private Placement Offering.

 

(3)

Issued in connection with the February 2020 Private Placement Offering. Converted to Shares on June 21, 2020.

 

(4)

Issued to a Consultant.

 

(5)

Issued to a Consultant.

 

(6)

Issued to a Consultant.

 

(7)

Issued in connection with acquisition of property.

Subsequent to June 30, 2020, the Company issued the following securities:

 

Date

   Class of
Security
     Amount
Issued
     Issue
Price
 

October 1, 2020

    
Common
Shares
 
 
     500,000      $ 2.05  

Note:

 

 

(1)

Issued in connection with acquisition of property.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL

RESTRICTIONS ON TRANSFER

As at the date of this AIF, no Shares are held in escrow or subject to a contractual restriction on transfer.

 

47


DIRECTORS AND OFFICERS

Name, Province or State, Country of Residence and Offices Held

The following table sets forth the name of each of our directors and executive officers, their province or state and country of residence, their position(s) with the Company, their principal occupation during the preceding five years and the date they first became a director of the Company. Each director’s term will expire immediately prior to the following annual meeting of shareholders.

 

Name and Residence

  

Position(s) with the

Company

  

Principal Occupation During Past

Five Years

  

Director Since

Anthony Alvaro (1)
British Columbia, Canada

   Director    Current principal occupation is Capital Markets Advisor.    January 23, 2017

Jeffrey Barber (1)
Alberta, Canada

   Director    Current principal occupation is Chief Financial Officer of DOJA Cannabis Company Limited.    January 23, 2017

Robert Cross
British Columbia, Canada

   Director and Non- Executive Chairman    Current principal occupation is Corporate Board Member; Chairman of B2Gold Corp.    September 4, 2018

Robert Mintak (1)
British Columbia, Canada

   CEO and Director    Current principal occupation is Chief Executive Officer of the Company; and Board member of Golden Independence Mining Corp. and Identillect Technologies Corp.    March 21, 2017

Andrew Robinson
British Columbia, Canada

   President, COO and Director    Current principal occupation is Chief Operating Officer of the Company; and Director Lakewood Exploration Inc.    June 5, 2017

Kara Norman
British Columbia, Canada

   CFO and Corporate Secretary    Current principal occupation is Chief Financial Officer of the Company.    n/a

Note:

 

(1)

Member of Audit Committee.

Shareholdings of Directors and Officers

As of the date of this AIF, the Company’s directors and executive officers beneficially own, control or direct, directly or indirectly, 5,890,467 Shares.

 

48


Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of our directors or executive officers is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (a “Cease Trade Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to a Cease Trade Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including ours) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

None of our directors or executive officers, nor, to our knowledge, any shareholder holding a sufficient number of our securities to affect materially the control of the Company, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Unless otherwise noted in this AIF, to the best of our knowledge, there are no known existing or potential material conflicts of interest between the Company or its subsidiaries and any of our directors or officers or a director or officer of our subsidiaries. However, certain of our directors and officers are, or may become, directors or officers of other companies, with businesses that may conflict with our business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on behalf of the Company. Pursuant to the BCBCA, directors are required to act honestly and in good faith with a view to the best interests of the Company. As required under the BCBCA and our Articles:

 

 

 

A director or executive officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or executive officer of the Company, must promptly disclose the nature and extent of that conflict.

 

 

 

A director who holds a disclosable interest (as that term is used in the BCBCA) in acontract or transaction into which the Company has entered or proposes to enter may generally not vote on any directors’ resolution to approve the contract or transaction.

 

49


Generally, as a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that our Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will abstain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, we will establish a special committee of independent directors to review a matter in which directors, or management, may have a conflict.

PROMOTERS

During the previous three fiscal years, no person or company has been a promoter of the Company or any subsidiary of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, two of whom are independent (Messrs. Alvaro and Barber) and all of whom are financially literate as defined by National Instrument 52-110Audit Committees of the Canadian Securities Administrators (“NI 52-110”).

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-approval Policies and Procedures

The Audit Committee charter, attached as Schedule “A”, provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Company were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

 

50


External Auditor Service Fees (by Category)

The aggregate fees billed by the Company’s external auditors in each of the last three fiscal years for audit fees are as follows:

 

Financial Year Ended

   Audit Fees(1)      Audit-Related
Fees(2)
     Tax Fees(3)      All Other Fees(4)  

June 30, 2020

   $ 34,000      $ 17,000      $ 9,000      $ 3,000  

June 30, 2019

   $ 31,000        23,450      $ 9,000        Nil  

Notes:

 

 

(1)

“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

 

 

(2)

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company‘s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

 

 

(3)

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company‘s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

 

 

(4)

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company‘s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings or regulatory actions material to us to which we are a party, or to which we have been a party since our incorporation, or of which any property of the Company is or has been the subject matter of, since the beginning of the financial year ended June 30, 2020, and no such proceedings are known by us to be contemplated. There have been no penalties or sanctions imposed against us by a court relating to provincial or territorial securities legislation or by any securities regulatory authority, there have been no penalties or sanctions imposed by a court or regulatory body against us, and we have not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with any securities regulatory authority since our incorporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than disclosed elsewhere in this AIF, no director, senior officer or principal shareholder of the Company and no associate or affiliate of the foregoing have had a material interest, direct or indirect, in any transaction in which the Company has participated within the three-year period prior to the date of this AIF, or will have any material interest in any proposed transaction, which has materially affected or will materially affect the Company.

 

 

51


AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

The Company’s auditors are Manning Elliott LLP, Chartered Professional Accountants having an address at 17th Floor, 1030 West Georgia Street, Vancouver, British Columbia, V6E 3S7.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for the Shares in Canada is AST Trust Company (Canada), at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the Company has not entered into any material contracts.

INTEREST OF EXPERTS

Experts who have prepared reports for Standard in the financial year ending June 30, 2020 include the following:

Manning Elliott LLP, Chartered Professional Accountants, who prepared the auditors’ report accompanying the audited financial statements of the Company for the most recent year end, report that they are independent in accordance with the Chartered Professional Accountants of British Columbia as at the date of such audit report.

Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., Reza Eshani, P.Eng, of Worley and Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O Inc. have acted as qualified persons under NI 43-101 in connection with the LANXESS PEA and have reviewed and approved the information related to the LANXESS Property contained in this AIF.

William Feyeraband has acted as a qualified person under NI 43-101 in connection with the California Technical Report and has reviewed and approved the information related to the California Lithium Project contained in this AIF.

Mr. Roy Eccles M.Sc. P. Geol. of APEX, Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd. have acted as qualified persons under NI 43-101 in connection with the Tetra Resource Report. While the authors take ownership of their respective report sections, Mr. Eccles supervised and takes overall responsibility for the Tetra Resource Report and the maiden mineral resource estimate and has reviewed and approved the information related to the TETRA Property contained in this AIF.

All other scientific and technical information in this AIF has been reviewed and approved by Steve Ross, Registered Professional Geologist, who is a qualified person under NI 43-101. Mr. Ross is not independent of the Company as he is a Consultant and Project Manager, Exploration and Development.

None of the experts whom are named in this AIF as having prepared reports or having been responsible for reporting exploration results relating to our mineral properties and whose profession or business gives authority to such reports, or any director, officer, partner, or employee thereof, as applicable, received or has received a direct or indirect interest in our property or of any of our associates or affiliates. As at the date hereof, such persons, and the

 

52


directors, officers, partners and employees, as applicable, of each of the experts beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of the Company and they did not receive any direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the preparation of such report. None of such persons, or any director, officer or employee, as applicable, of any such companies or partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of our securities, securities authorized for issuance under equity compensation plans and a statement as to the interest of insiders in material transactions, was contained in the management proxy circular for the annual and special meeting of shareholders held on December 30, 2019. Additional financial information is provided in the audited financial statements and management discussion and analysis for the most recent year-end. The foregoing additional information is available on SEDAR at www.sedar.com the Company’s profile.

 

53


SCHEDULE “A”

AUDIT COMMITTEE MANDATE

Purpose of the Audit Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

 

 

 

the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

 

 

 

the Company’s compliance with legal and regulatory requirements related to financial reporting; and

 

 

 

the independence and performance of the Company’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

 

A-1


Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

 

 

1.

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

 

 

2.

Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

 

 

3.

Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

 

 

4.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

 

 

5.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

 

 

6.

Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

 

 

7.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

 

 

8.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

 

 

9.

Pre-approve all non-audit services to be provided to the Company by the independent auditor.

 

 

10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

 

 

11.

Establish and review the Company’s procedures for the:

 

 

 

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

 

 

 

confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

 

A-2


 

12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.

 

 

13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (Canada) and the articles of the Company.

 

A-3

Exhibit 99.62

FORM 52-109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily refiled an amended AIF.

I, Kara Norman, Chief Financial Officer of the issuer, certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: December 2, 2020.

/signed/ “Kara Norman”

Name:   Kara Norman

Title:     Chief Financial Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

  ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.63

FORM 52-109F1R

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that Standard Lithium Ltd. (the “issuer”) has voluntarily refiled an amended AIF.

I, Robert Mintak, Chief Executive Officer of the issuer, certify the following:

 

  1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2020.

 

  2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: December 2, 2020.

/signed/ “Robert Mintak”

Name:   Robert Mintak

Title:     Chief Executive Officer

 

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

  i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

  ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

Exhibit 99.64

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

 

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STANDARD LITHIUM ANNOUNCES PUBLIC OFFERING OF COMMON SHARES CO-LED BY ROTH CANADA AND ECHELON WEALTH PARTNERS

Vancouver, BC—2nd December, 2020 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), announced today that is has filed a preliminary short form prospectus with the securities regulatory authorities in each of the Provinces of Canada, other than the Province of Quebec, in connection with a marketed public offering (the “Offering”) of common shares (the “Shares”) of the Company. Final pricing and the determination of the maximum number of Common Shares to be sold pursuant to the Offering will be determined in the context of the market prior to the filing of the final short form prospectus in respect of the Offering. The Offering is being conducted on a “best efforts” agency basis by Roth Canada, ULC (“Roth Canada”) and Echelon Wealth Partners Inc. (“Echelon” and together with Roth Canada, the “Co-Lead Agents”), as co-lead agents and joint bookrunners, together with Roth Capital Partners LLC as the exclusive placement in the United States (the “U.S. Placement Agent”, together with the Co-Lead Agents, the “Agents”). The Company has agreed to grant the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Agents, to purchase from the Company up to an additional 15% of the Shares sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes.

Closing of the Offering is subject to customary closing conditions, including, but not limited to, execution of an agency agreement and receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange (the “TSXV”).

The Company intends to use the net proceeds of the Offering to fund ongoing work programs to advance the LANXESS Property, including ongoing testing and optimization work underway at the SiFT lithium carbonate crystallization pilot plant and the direct lithium extraction demonstration plant (which utilizes the Company’s proprietary LiSTR technology) (the “Demonstration Plant”), preliminary engineering work to advance commercial development of the Company’s proprietary lithium extraction process and negotiation and development of a joint venture with LANXESS Corporation, and for working capital and general corporate purposes

The Company will use commercially reasonable efforts to list the Shares on the TSXV, subject to the Company fulfilling all of the listing requirements of the TSXV. A copy of the preliminary short form prospectus is available under the Company’s profile at www.sedar.com or by email request to Roth Canada at ecm@rothcanada.ca or Echelon at ECM@echelonpartners.com.


The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to information regarding the requisite regulatory approvals, anticipated development of the Company’s projects and assets, anticipated use of the net proceeds of the Offering, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions, and the anticipated use of the net proceeds of the Offering. Such statements represent the Company’s current


views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s filings with Canadian securities regulators. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.65

 

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STANDARD LITHIUM SUCCESSFULLY COMPLETES PROOF-OF-CONCEPT OF MODERN LITHIUM EXTRACTION AND CRYSTALLISATION TECHNOLOGY AND MAKES BETTER THAN BATTERY QUALITY LITHIUM CARBONATE

HIGHLIGHTS

 

 

 

>99.9% purity lithium carbonate produced (aka ‘3 nines’)

 

 

 

Successful proof-of-concept of modern lithium processing technology

 

 

 

Start-to-finish direct extraction of lithium from brine in Arkansas; production of purified, concentrated intermediate; final conversion to high-purity battery quality lithium carbonate end-product

Vancouver, BC—3rd December, 2020 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company is pleased to announce that it has successfully completed the start-to-finish proof of concept of its modern lithium processing technology. Successful operation of the technology at pre-commercial continuous scale has directly extracted lithium from brine in Arkansas and produced a purified, concentrated intermediate product (LiCl solution) which has been converted to better than battery quality lithium carbonate final product.

Better Than Battery Quality

The culmination of the proof-of-concept was to convert and crystallise the LiCl solution produced by the Company’s first-of-its-kind Direct Lithium Extraction (DLE) Demonstration Plant (see news release dated September 09th 2020). The LiCl solution shipped from Arkansas was concentrated further using industry-standard reverse osmosis technology, and then converted at the Company’s SiFT Pilot Plant located in British Columbia, Canada. The lithium carbonate recrystallised as per the SiFT technology and the resulting high-purity lithium carbonate was sent for third party chemical analysis. Photos of the lithium carbonate being dried are provided as Figure 1 below; real-time images of the lithium carbonate as it formed in the hot reactor are shown as Figure 2, and the third party analysis of the final product is provided as Table 1 below.


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Figure 1: Trays of high purity lithium carbonate produced at the SiFT Pilot Plant in Richmond, BC, Canada, being dried in a controlled temperature oven prior to analysis.

 

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Figure 2: Examples of high purity lithium carbonate crystals (shown with red and green scale bars) being formed in real-time inside the SiFT Pilot Plant hot reactor. The blurry objects in the image are similar crystals that are beyond the focal plane of the high-speed laser photomicroscope. Real-time modern analytical tools allow the reaction to be carefully monitored and enable control of the rate of crystal growth and hence purity.


Table 1: Analysis of Lithium Carbonate

 

Contaminant

   Concentration in
Lithium Carbonate (ppm)

Chloride

   141

Sulphate

   <50

Aluminium

   14

Barium

   5.34

Calcium

   179

Chromium

   2

Copper

   <0.8

Iron

   10

Potassium

   <10

Magnesium

   58.5

Manganese

   <0.4

Sodium

   229

Strontium

   42

Titanium

   2.4

Yttrium

   0.8

Zinc

   3

Silicon

   81

Total Impurities

   <785
  

 

Lithium Carbonate Purity

   >99.92 wt.%

As seen in Table 1, the lithium carbonate produced from the Arkansas brine is of very high purity (>99.92 wt.%), as opposed to the normal industry benchmark for ‘battery quality’ which is usually understood to be >99.5 wt.%. Conversion of the lithium chloride to carbonate using a conventional process is ongoing, and is being performed by a third-party OEM/vendor in Plainfield, Illinois. Data from these tests will be released when available.

Ongoing Optimisation and Pre-Commercial Operations

Standard Lithium continues to operate both the LiSTR DLE plant in Arkansas and the SiFT Pilot Plant in BC in order to gather additional operational data and refine design parameters to allow for future commercial scaling of the technologies. When current pandemic-related restrictions are eased or lifted, it is still the Company’s intention to relocate the SiFT plant to Arkansas so that it can be tied into the existing plant and operate on a continuous and integrated basis. An overview image of the SiFT plant is shown in Figure 3 below.


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Figure 3: A montage showing the scale and layout of the SiFT Pilot Plant in Richmond, BC, Canada. The plant is modular and can be easily dismantled for transport to Arkansas when pandemic-related restrictions are eased or lifted.

Dr. Andy Robinson, President and COO of Standard Lithium commented “this is an extremely important milestone for Standard Lithium. We’ve managed to demonstrate the first of its kind continuous extraction of lithium from Smackover brine and we’ve converted it into better than battery quality material. Not only that, but we’ve done it at a large scale, which now allows us to keep on working towards commercialisation. This proof of concept validates our approach over the past four years, and is testament to the hard work and ingenuity of our deep and diverse technical team.”

Quality Assurance

Dr. Ron Molnar, Professional Metallurgical Engineer (Ontario P.E.# 100111288), is a qualified person as defined by NI 43-101, and has reviewed and approved the scientific and technical information that forms the basis for this news release. Dr. Molnar is independent of the Company.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to


selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.66

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

 

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STANDARD LITHIUM ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON SHARES

Vancouver, BC – December 8, 2020 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), has priced its previously announced marketed public offering of common shares (the “Shares”) of the Company. The Company intends to issue up to 13,650,000 Shares at a price of $2.20 per Share, for aggregate gross proceeds of up to $30,030,000 (the “Offering”). The Offering is being conducted on a “best efforts” agency basis by Roth Canada, ULC (“Roth Canada”) and Echelon Wealth Partners Inc. (“Echelon” and together with Roth Canada, the “Co-Lead Agents”), as co-lead agents and joint bookrunners, together with Roth Capital Partners LLC as the exclusive placement agent in the United States (the “U.S. Placement Agent”, together with the Co-Lead Agents, the “Agents”). The Company has agreed to grant the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Agents, to purchase from the Company up to an additional 15% of the Shares sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes.

The closing of the Offering is anticipated to occur on December 17, 2020, or such other date as the Company and the Agents may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, execution of an agency agreement and receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange (the “TSXV”).

The Company intends to use the net proceeds of the Offering to fund ongoing work programs to advance the LANXESS Project, including ongoing testing and optimization work underway at the SiFT lithium carbonate crystallization pilot plant and the direct lithium extraction demonstration plant (which utilizes the Company’s proprietary LiSTR technology) (the “Demonstration Plant”), preliminary engineering work to advance commercial development of the Company’s proprietary lithium extraction process and negotiation and development of a joint venture with LANXESS Corporation, and for working capital and general corporate purposes.

The Company will use commercially reasonable efforts to list the Shares on the TSXV, subject to the Company fulfilling all of the listing requirements of the TSXV. A copy of the preliminary short form prospectus is available under the Company’s profile at www.sedar.com or by email request to Roth Canada at ecm@rothcanada.ca or Echelon at ECM@echelonpartners.com.


The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to information regarding the requisite regulatory approvals, anticipated development of the Company’s projects and assets, completion of the Offering, including the number of Shares issued pursuant thereto, anticipated use of the net proceeds of the Offering, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing, size and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions, and the anticipated use of the net proceeds


of the Offering. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s filings with Canadian securities regulators. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.67

 

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STANDARD LITHIUM LTD.

Voting Instruction Form (“VIF”) – Annual General and Special Meeting

Appointment of Proxyholder

I/We, being holder(s) of common shares of Standard Lithium Ltd. (the “Company”), hereby appoint Robert Mintak or, failing him, Kara Norman or, failing her, Sam Cole OR

 

 

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Company to be held at 10:00 a.m. (Vancouver Time) on December 30, 2020, at Suite 110, 375 Water Street, Vancouver, British Columbia (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR all Resolutions. Please use a dark black pencil or pen.

 

1. Number of Director    FOR    AGAINST

To set the number of Directors at five (5)

     

2. Election of Directors

The election of directors 1 through 5 listed below to hold office until the earlier of (i) the next annual general meeting of shareholders or (ii) until their successors are duly elected or appointed.

 

     FOR    WITHHOLD

1. Robert Mintak

     

2. Andrew Robinson

     

3. Anthony Alvaro

     

4. Jeffrey Barber

     

5. Robert Cross

     
3. Appointment of Auditors    FOR    WITHHOLD
Appointment of Manning Elliott LLP, as Auditors of the Company for the ensuing year and authorize the Directors to fix their remuneration.      

 

 

 

 

4. 2020 Stock Option Plan    FOR    AGAINST

To approve the 2020 stock option plan.

     

Under Canadian securities law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go the AST website: https://ca.astfinancial.com/InvestorServices/Financial-Statements and input code 7237A

 

 

I would like to receive quarterly financial statements

 

 

I would like to receive annual financial statements

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

 

 

Signature(s)

  

 

Date

Please sign exactly as your name(s) appear on this VIF. Please see reverse for instructions. All VIFs must be received by 10:00 a.m. (Vancouver time) on December 24, 2020.

 


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Voting Instruction Form (“VIF”) – Annual General and Special Meeting of Shareholders of Standard Lithium Ltd. to be held on December 30, 2020 (the “Meeting”)

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions.

Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. Your voting instructions will be recorded on receipt of the VIF.

9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of and are entitled to instruct us with respect to the voting of, these securities.

10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

11. This VIF should be read in conjunction with the Information Circular and other proxy materials provided by Management.

 

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How to Vote

 

 

INTERNET

   
   

•  Go to

   

https://astvotemyproxy.com

   

•  Cast your vote online

   

•  View Meeting documents

   

To vote using your smartphone,

please scan this QR Code

               LOGO             

To vote Internet you will need your control number. If you vote by Internet, do not return this VIF.

MAIL, FAX or EMAIL

 

•  Complete and return your signed proxy in the envelope provided or send to:

 

ASTTrust Company (Canada)

P.O. Box 721

Agincourt, ON M1S 0A1

 

•  You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

 

An undated proxy is deemed to be dated on the day it was received by AST Trust Company (Canada)

All proxies must be received by 10:00 a.m. (Pacific time) on Thursday, December 24, 2020.

 

Exhibit 99.68

STANDARD LITHIUM LTD.

Suite 110, 375 Water Street

Vancouver, British Columbia, V6B 5C6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the shareholders of Standard Lithium Ltd. (the “Company”) will be held on December 30, 2020 at 10:00 a.m. (Vancouver time) at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6 for the following purposes:

 

1.

To receive and consider the audited financial statements of the Company as at and for the financial year ended June 30, 2020, together with the auditor’s reports thereon.

 

2.

To re-appoint Manning Elliott LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, at a remuneration to be fixed by the directors.

 

3.

To set the number of directors for the ensuing year at five (5).

 

4.

To elect directors to hold office for the ensuing year.

 

5.

To receive disinterested shareholder approval for the 2020 stock option plan.

 

6.

To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Information Circular.

The Company is offering Shareholders the opportunity to participate in the Meeting by way of teleconference. Registered Shareholders, or proxyholders representing registered Shareholders, participating in the Meeting by way of teleconference will be considered present in person at the Meeting for the purposes of determining quorum. Shareholders wishing to participate by teleconference may do so by dialing the following conference line, and entering the conference ID set forth below:

Conference Line:     1-855-453-6958

Conference ID:        1414272

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.

We strongly encourage Shareholders to attend the Meeting via teleconference and to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. on Thursday, December 24, 2020, as voting will not be available via telephone on the day of the Meeting.


As set out in the notes, the enclosed proxy is solicited by management, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 25th day of November, 2020.

 

By order of the Board of Directors.

STANDARD LITHIUM LTD.

/s/ “Robert Mintak”

Robert Mintak

Director and Chief Executive Officer

 

- 2 -

Exhibit 99.69

 

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STANDARD LITHIUM LTD.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

Dated: November 25, 2020

Meeting Details

                                                         Date:     December 30, 2020

                                                         Time:     10:00 a.m. (Vancouver Time)

                                                         Place:     Suite 110, 375 Water Street

                                                                        Vancouver, British Columbia, V6B 5C6


STANDARD LITHIUM LTD.

Suite 110, 375 Water Street

Vancouver, British Columbia, V6B 5C6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the shareholders of Standard Lithium Ltd. (the “Company”) will be held on December 30, 2020 at 10:00 a.m. (Vancouver time) at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6 for the following purposes:

 

1.

To receive and consider the audited financial statements of the Company as at and for the financial year ended June 30, 2020, together with the auditor’s reports thereon.

 

2.

To re-appoint Manning Elliott LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, at a remuneration to be fixed by the directors.

 

3.

To set the number of directors for the ensuing year at five (5).

 

4.

To elect directors to hold office for the ensuing year.

 

5.

To receive disinterested shareholder approval for the 2020 stock option plan.

 

6.

To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Information Circular.

The Company is offering Shareholders the opportunity to participate in the Meeting by way of teleconference. Registered Shareholders, or proxyholders representing registered Shareholders, participating in the Meeting by way of teleconference will be considered present in person at the Meeting for the purposes of determining quorum. Shareholders wishing to participate by teleconference may do so by dialing the following conference line, and entering the conference ID set forth below:

 

Conference Line:

  

1-855-453-6958

Conference ID:

  

1414272

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.

We strongly encourage Shareholders to attend the Meeting via teleconference and to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. on Thursday, December 24, 2020, as voting will not be available via telephone on the day of the Meeting.


As set out in the notes, the enclosed proxy is solicited by management, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 25th day of November, 2020.

 

By order of the Board of Directors.

STANDARD LITHIUM LTD.

/s/ “Robert Mintak”

Robert Mintak

Director and Chief Executive Officer

 

- 3 -


STANDARD LITHIUM LTD.

Suite 110, 375 Water Street

Vancouver, British Columbia, V6B 5C6

Tel: 604 409-8154

MANAGEMENT INFORMATION CIRCULAR

(containing information as at November 25, 2020 unless otherwise stated)

For the Annual General and Special Meeting

to be held at 10:00 a.m. (Vancouver time) on December 30, 2020

SOLICITATION OF PROXIES

This Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by management (the “Management”) of Standard Lithium Ltd. (the “Company”), for use at the Annual General and Special Meeting (the “Meeting”) of the shareholders (“Shareholders”) of the Company to be held on December 30, 2020, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

The enclosed form of proxy (the “Proxy”) is solicited by Management. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

Impact of COVID-19

This year to proactively deal with the unprecedented health impact of the novel coronavirus, also known as COVID-19, to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, and in compliance with current government direction and advice, we will hold a hybrid Meeting, allowing for Shareholder participation in person and via teleconference. Shareholders will have the opportunity to participate at the Meeting via teleconference regardless of their geographic location by calling (toll-free) 1-855-453-6958 and using conference ID 1414272.

The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak, including changing the Meeting date, time, location and/or means of holding the Meeting. Such changes will be announced by way of news release. Shareholders are advised to monitor the Company’s SEDAR profile at www.sedar.com where copies of such news releases, if any, will be posted. The Company does not intend to prepare an amended Circular in the event of changes to the Meeting format.

We strongly encourage Shareholders to attend the Meeting via teleconference and to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. (Pacific time) on Thursday, December 24, 2020, as voting will not be available via telephone on the day of the Meeting.

APPOINTMENT OF PROXYHOLDERS

The persons named in the Proxy are representatives of the Company.

A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder’s behalf at the Meeting other than the persons named in the accompanying form of proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying form of proxy and insert the name of the Shareholder’s nominee in the blank space provided or complete another suitable form of proxy.


A proxy will not be valid unless it is duly completed, signed and deposited with the Company’s registrar and transfer agent, AST Trust Company (Canada) (“AST Trust”) by mail at P.O Box 721, Agincourt, Ontario, M1S 0A1, Canada, or by fax within North America at 1-866-781-3111 or outside North America at 1-416-368-2502, or by scan and email to proxyvote@astfinancial.com, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. A proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

VOTING BY PROXYHOLDER

Manner of Voting

The common shares of the Company (the “Common Shares”) represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the Common Shares will be voted accordingly. On any poll, the persons named in the Proxy (the “Proxyholders”) will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.

The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.

Revocation of Proxy

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer and deposited with the Company’s registrar and transfer agent, AST Trust by mail at P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada, or by fax within North America at 1-866-781-3111 or outside North American at 1-416-368-2502, or by scan and email to proxyvote@astfinancial.com, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting Thresholds Required for Approval

In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a special resolution (a “Special Resolution”), in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

 

5


ADVICE TO REGISTERED SHAREHOLDERS

Shareholders whose names appear on the records of the Company as the registered holders of Common Shares in the capital of the Company (the “Registered Shareholders”) may choose to vote by proxy whether or not they are able to attend the Meeting in person.

Registered Shareholders can vote by proxy in one of the following ways:

Registered Shareholders who choose to submit a Proxy may do so by completing, signing, dating and depositing the Proxy with AST Trust not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. The Proxy may be signed by the Shareholder or by his or her attorney in writing, or, if the Registered Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

Internet

Go to www.astvotemyproxy.com and follow the instructions on screen. You will need your control number, which appears below your name and address on the proxy form.

Fax and Email

Complete both sides of the proxy form, sign and date it and fax both sides to our transfer agent, AST Trust, Attention: Proxy Department, to 416.368.2502 or toll free in Canada and the United States to 1.866.781.3111 or scan and email to proxy@canstockta.com.

Mail

Complete, sign and date the form and return it in the envelope provided, or send it to: AST Trust, Attention:

Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada.

Returning your proxy form

To be effective, we must receive your completed proxy form or voting instruction no later than 10:00 a.m. (Vancouver time) on December 24, 2020.

If the meeting is postponed or adjourned, we must receive your completed form of proxy by 5:00 p.m. (Vancouver time), two full business days before any adjourned or postponed meeting at which the proxy is to be used. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion and he is under no obligation to accept or reject a late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name.

Shareholders who do not hold their shares in their own name (the “Beneficial Shareholders”) should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting.

If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder’s intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or

 

6


against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such shares are voted.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“NOBOs” for Non-Objecting Beneficial Owners). The Company does not intend to pay for intermediaries to deliver these securityholder materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.

Non-Objecting Beneficial Owners

Pursuant to National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (“ VIF”) from the Company’s transfer agent, AST Trust. These VIFs are to be completed and returned to AST Trust in the envelope provided or by facsimile. In addition, AST Trust provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. AST Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

If you are a Beneficial Shareholder and the Company or its agent has sent these proxy-related materials to you directly, please be advised that your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these proxy-related materials to you directly, the Company (and not the intermediaries holding securities your behalf) has assumed responsibility for (i) delivering the proxy-related materials to you and (ii) executing your proper voting instructions as specified in the VIF.

Objecting Beneficial Owners

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.

 

7


Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO.

The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge Investor Communications (“Broadridge”). Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the meeting. An OBO receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of the directors (“Directors”) or officers (“Officers”) of the Company, at any time since the beginning of the Company’s last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of Directors or the appointment of auditors. Directors and Officers may however be interested in the approval of the Option Plan as detailed in “Approval of Option Plan” below, as such persons are entitled to participate in the Option Plan.

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A Shareholder of record at the close of business on November 25, 2020 (the “Record Date”) who either personally attends the Meeting or who has completed and delivered a proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s shares voted at the Meeting, or any postponement or adjournment thereof.

The Company’s authorized capital consists of an unlimited number of Common Shares (the “Common Shares”) without par value and an unlimited number of preferred shares (“Preferred Shares”), without par value. As at the Record Date, the Company has 112,739,530 Common Shares issued and outstanding, with each share carrying the right to one vote. As at the Record Date, no Preferred Shares are issued and outstanding.

Principal Holders of Voting Securities

To the best of the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company.

EXECUTIVE COMPENSATION

For the purpose of this information circular:

CEO” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

 

8


CFO” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

Director” means an individual who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-Based Payments;

NEO” or “named executive officer” means each of the following individuals:

 

 

(a)

a CEO;

 

 

(b)

a CFO;

 

 

(c)

each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), for that financial year; and

 

 

(d)

each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year; and

option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

Statement of Executive Compensation

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation, and sets forth compensation for each of the NEOs, named executive officers and directors of the Company.

 

9


Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, for the two most recently completed financial years ending June 30, 2019 and 2020:

Table of Compensation Excluding Compensation Securities

Name and position

   Year      Salary,
consulting fee,
retainer or
commission
($)
     Bonus
($)
     Committee
or

meeting
fees ($)
     Value of
perquisites
     Pension
value
($)
     Value
of all other
compensation
($)
     Total
compensation
($)
 

Robert Mintak,

CEO and Director

    
2020
2019
 
 
    
300,000
300,000
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
300,000
300,000
 
 

Kara Norman, CFO

and Corporate Secretary

    
2020
2019
 
 
    
85,125
102,600
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
85,125
102,600
 
 

Andrew Robinson,

President, COO and Director

    
2020
2019
 
 
    
300,000
300,000
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
300,000
300,000
 
 

Anthony Alvaro,

Director

    
2020
2019
 
 
    
240,000
240,000
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
240,000
240,000
 
 

Jeffrey Barber,

Director

    
2020
2019
 
 
    

Nil

Nil

 

 

    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    

Nil

Nil

 

 

Robert Cross,

Director

    
2020
2019
 
 
    
Nil
87,500
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
Nil
 
 
    
Nil
87,500
 
 

 

10


Stock Options and Other Compensation Securities and Instruments

The following table sets out all compensation securities granted or issued to each NEO and Director by the Company during the most recently completed financial year ended June 30, 2020:

Compensation Securities

Name and

position

   Type of
compensation
security
   Number of
compensation
securities,
number of
underlying
securities, and
percentage of
class(1)
  Date of issue
or grant
   Issue,
conversion
or exercise
price ($)
   Closing
price of
security or
underlying
security
on date of
grant ($)
   Closing price
of security or
underlying
security at
year end
($)(2)
   Expiry Date

Robert Mintak,

CEO and Director

   Stock Options    1,100,000

(8.1%)

  March 9, 2020    0.76    0.70    1.00    March 9, 2023

Kara Norman,

CFO and

Corporate Secretary

   Stock Options    350,000

(2.6%)

  March 9, 2020    0.76    0.70    1.00    March 9, 2023

Andrew Robinson,

President, COO

and Director

   Stock Options    1,100,000

(8.1%)

  March 9, 2020    0.76    0.70    1.00    March 9, 2023

Anthony Alvaro,

Director

   Stock Options    1,100,000

(8.1%)

  March 9, 2020    0.76    0.70    1.00    March 9, 2023

Jeffrey Barber,

Director

   Stock Options    300,000

(2.2%)

  March 9, 2020    0.76    0.70    1.00    March 9, 2023

Robert Cross,

Director

   Stock Options    500,000

(3.7%)

  March 9, 2020    0.76    0.70    1.00    March 9, 2023

1.

Percentage based on 13,525,784 options outstanding as at June 30, 2020.

2.

Year ended June 30, 2020.

Exercise of Compensation Securities by Directors and NEOs

No NEO or Director of the Company exercised compensation securities in the most recently completed financial year ended June 30, 2020.

Stock Option Plans and Other Incentive Plans

The Company has adopted a fixed stock option plan (the “Option Plan”) pursuant to which the Board may grant incentive stock options (the “ Options”) to purchase Common Shares of the Company to NEOs, directors, officers and employees of the Company or affiliated corporations and to consultants retained by the Company.

The purpose of the Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire Common Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

Subject to adjustment as set out in the Option Plan, the maximum aggregate number of Common Shares issuable upon the exercise of all Options granted under the Option Plan and all other security-based

 

11


compensation arrangements of the Company is currently 14,915,515 Common Shares, subject to the following additional limitations:

 

 

a)

the aggregate number of Options granted to any one person under the Option Plan within a twelve (12)    month period, together with all other security-based compensation arrangements of the Company, must not exceed five (5%) percent of the then outstanding number of Common Shares, in the aggregate (on a non-diluted basis);

 

 

b)

the Options shall not be granted if the exercise thereof would result in the issuance of more than two (2%) percent of the issued Common Shares, in the aggregate, in any twelve (12) month period to any one consultant of the Company (or any of its subsidiaries);

 

 

c)

the Options shall not be granted if the exercise thereof would result in the issuance of more than two (2%) percent of the issued Common Shares in any twelve (12) month period to persons employed to provide investor relations activities;

 

 

d)

the Options granted to consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than one-quarter of the Options vesting in any three (3) month period; and

 

 

e)

the number of Common Shares subject to an Option grant to any directors, officers, consultants, and employees of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries (such persons hereinafter collectively referred to as “Participants”) shall be determined by the Board, but no one Participant shall be granted an Option which exceeds the maximum number permitted by the Exchange.

If any Options granted under the Option Plan shall expire or terminate for any reason in accordance with the terms of the Option Plan without being exercised, the un-purchased Common Shares subject thereto shall again be available for the purpose of the Option Plan. Options may be granted to the Participants exercisable at a price determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange. The directors of the Company may, by resolution, determine the time period during which any Option may be exercised, provided that this time period does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. In the event of a Participant ceasing to be a director, officer or employee of the Company or a subsidiary of the Company for any reason other than death, including the resignation or retirement of the Participant as a director, officer or employee of the Company or the termination by the Company of the employment of the Participant, prior to the expiry time of an Option, such Option, if vested, shall cease and terminate on the thirtieth (30th) day following the effective date of such cessation. In the event of the death of a Participant, the Option previously granted to them shall be exercisable only within the one (1) year after such death and then only: (i) by the person or persons to whom the Participant’s rights under the Option shall pass by the Participant’s will or the laws of descent and distribution; and (ii) if and to the extent that such Participant was entitled to exercise the Option at the date of his or her death.

Subject to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board is authorized to provide for the granting of Options and the exercise and method of exercise of Options granted under the Option Plan.

At this years Meeting, the Company intends to seek approval of Disinterested Shareholders to increase the maximum number of Common Shares issuable upon the exercise of Options granted under the Option Plan, and all other security-based compensation arrangements of the Company, to a maximum of 16,910,930 Common Shares.

 

12


There are presently 13,525,784 Options outstanding under the Option Plan, 9,350,000 of which are held directly and indirectly by NEOs or directors of the Company.

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company. There are no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director’s responsibilities, other than as follows:

 

 

 

The Company entered into a consulting agreement dated July 1, 2020 with Green Core Consulting Ltd., a company controlled by Andrew Robinson, a director, President and COO of the Company (the “Robinson Agreement”). The Robinson Agreement provides for consulting fees of $25,000 per calendar month and a provision for a “Change of Control” clause as detailed below.

 

 

 

The Company entered into a consulting agreement dated July 1, 2020 with Robert Mintak, a director and CEO of the Company (the “Mintak Agreement”). The Mintak Agreement provides for consulting fees of $25,000 per calendar month and a provision for a “Change of Control” clause as detailed below.

 

 

 

The Company entered into a consulting agreement dated July 1, 2020 with Kara Norman (“Norman”), the CFO and Corporate Secretary of the Company (the “Norman Agreement”). The Norman Agreement provides for a rate of $75 per hour and provision for a “Change of Control” clause as detailed below.

 

 

 

The Company entered into a consulting agreement dated July 1, 2020 with Anthony Alvaro, a director of the Company (the “Alvaro Agreement”). The Alvaro Agreement provides for consulting fees of $20,000 per calendar month and a provision for a “Change of Control” clause as detailed below.

The Change of Control clause can be triggered should certain events occur as follows:

 

a)

A merger, amalgamation, arrangement, reorganization or transfer takes place in which equity securities of the Company possessing more than one-half of the total combined voting power of the Company’s outstanding equity securities are acquired by a person or persons different from the persons holding those equity securities immediately prior to such transaction, and the composition of the board of directors of the Company following such transaction is such that the directors of the Company prior to the transaction constitute less than one-half of the directors following the transaction, except that no Change in Control will be deemed to occur if such merger, amalgamation, arrangement, reorganization or transfer is with any subsidiary or subsidiaries of the Company;

 

b)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, 20% or more of the voting rights attached to all outstanding equity securities;

 

c)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, the right to appoint a majority of the directors of the Company; or

 

d)

If the Company sells, transfers or otherwise disposes of all or substantially all of its assets, except that no Change in Control will be deemed to occur if such sale or disposition is made to a subsidiary or subsidiaries of the Company.

 

13


If the Company terminates the agreements other than for Just Cause (as defined under the agreements), the Company shall provide the director or officers with working notice, payment in lieu of working notice or a combination of the two, equal to twenty-four (24) months of fees applicable.

Oversight and Description of Director and NEO Compensation

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.

Elements of NEO Compensation

As discussed above, the Company provides an Option Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the Option Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Compensation of Directors

Compensation of directors of the Company is reviewed annually by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers Option grants to directors under the Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of Options. Other than the Option Plan, as discussed above, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

 

14


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of June 30, 2020:

Equity Compensation Plan Information

Plan Category

   Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
     Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)
     Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))

(c)
 

Equity compensation plans approved by securityholders

     13,525,784      $ 0.99        1,389,731  

Equity compensation plans not approved by securityholders

     Nil        Nil        Nil  

Total

     13,525,784      $ 0.99        1,389,731  

1.

Represents the number of Common Shares available for issuance under the Option Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of Options.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or “routine indebtedness”, as that term is defined in Form 51-102F5 of National Instrument 51-102Continuous Disclosure Obligations, none of

 

 

a)

the individuals who are, or at any time since the beginning of the last financial year of the Company were, a Director or Officer;

 

 

b)

the proposed nominees for election as Directors; or

 

 

c)

any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company (a “ Subsidiary”), or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any Subsidiary.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means:

 

 

a)

a Director or Officer;

 

 

b)

a director or executive officer of a person or company that is itself an Informed Person or a Subsidiary;

 

 

c)

any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding

 

15


voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and

 

 

d)

the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the notes to the Company’s financial statements for the financial years ended June 30, 2019 and 2020, none of

 

 

a)

the Informed Persons of the Company;

 

 

b)

the proposed nominees for election as a Director; or

 

 

c)

any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

APPOINTMENT OF AUDITOR

Manning Elliott LLP, Chartered Professional Accountants (“Manning Elliott”) is the Company’s auditor. Management is recommending the re-appointment of Manning Elliott as Auditor for the Company, to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed by the Board of Directors. Management recommends the appointment, and the persons named in the enclosed form of Proxy intend to vote in favour of such appointment.

MANAGEMENT CONTRACTS

Except as disclosed herein, the Company is not a party to a Management Contract whereby management functions are to any substantial degree performed other than by the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Presentation of Financial Statements

The audited financial statements of the Company for the financial year ended June 30, 2020 (the “Financial Statements”) and the auditor’s reports thereon (the “Auditor’s Reports”), will be presented to Shareholders at the Meeting. The Financial Statements, Auditor’s Reports, and management’s discussion and analysis (“MD&A”) for the financial year ended June 30, 2020 are available under the Company’s profile on SEDAR at www.sedar.com. The Notice of Annual General and Special Meeting of Shareholders, Information Circular, request for Financial Statements (NI 51-102) and form of proxy will be available from AST Trust or from the office of the Company, at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6.

Appointment and Remuneration of Auditor

The Board proposes to re-appoint Manning Elliott, as the auditor of the Company to hold office until the close of the next annual general meeting of Shareholders of the Company. The resolution to approve the re-appointment of Manning Elliott will also authorize the Board to fix its remuneration. Manning Elliott was first appointed as the auditor of the Company on December 19, 2017.

 

16


To be effective, the resolution to re-appoint Manning Elliott must be approved by not less than a majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting. The Board recommends that Shareholders vote FOR the re-appointment of Manning Elliott.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the appointment of Manning Elliott as the Company’s independent auditor for the ensuing year, and FOR authorizing the Board to fix the auditor’s pay.

Fixing the Number of Directors

The directors of the Company are elected annually and hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed. Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of Directors for the ensuing year at five (5). Although Management is nominating five (5) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR fixing the number of Directors at five (5) for the ensuing year.

Election of Directors

Each Director of the Company is elected annually and holds office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated, in accordance with the articles of the Company.

In the absence of instructions to the contrary, the shares represented by Proxy will be voted FOR the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

Information Concerning Nominees Submitted by Management

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. Each of the nominees are currently Directors of the Company.

 

17


Name, Province and Country of

ordinary residence(1), and positions

held with the Company

  

Principal occupation and, IF

NOT an elected Director,

principal occupation during the

past five years(1)

  

Date(s) serving as a

Director(2)

   No. of shares
beneficially
owned or
controlled(1)

Robert Cross, Non-Executive Chair British Columbia, Canada

  

Independent Investor

  

Since September 4, 2018

  

1,984,301(3)

Andrew Robinson, President, COO and Director British Columbia, Canada

  

Current principal occupation is Chief Operating Officer of the Company

  

Since June 5, 2017

  

1,449,833

Robert Mintak, CEO(4)

British Columbia, Canada

  

Current principal occupation is Chief Executive Officer of the Company

  

Since March 21, 2017

  

1,456,333

Jeffrey Barber(4)

Alberta, Canada

  

Current principal occupation is Chief Financial Officer of a private cannabis company

  

Since January 23, 2017

  

Nil

Anthony Alvaro(4)

British Columbia, Canada

  

Capital Markets Advisor

  

Since January 23, 2017

  

1,000,000

 

1.

The information as to the province and country of residence, principal occupation and shares beneficially owned or over which a Director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective Directors individually as of November 25, 2020, being the Record Date.

2.

Directors elected at the Meeting will hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed.

3.

407,401 shares held by Paloduro Investments Inc. and 52,900 shares held by Paloduro Trading Inc., companies controlled by Robert Cross.

4.

Member of the Audit Committee.

 

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an “order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to directors or executive officers of a relevant company that was in effect for a period of more than 30 consecutive days whether or not the proposed director was named in the order.

To be best of knowledge of the Company, none of the proposed Directors, including any personal holding company of a proposed director:

 

 

a)

is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

 

 

i.

was subject to an order that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

 

 

ii.

was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

 

18


 

b)

is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;

 

 

c)

has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;

 

 

d)

has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000, or before December 31, 2000 if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director, or

 

 

e)

has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Approval of 2020 Stock Option Plan

The Policies of the Exchange require all incentive stock option grants to be made pursuant to a stock option plan approved by the Company’s Shareholders. Where a fixed number stock option plan could result in the number of Common Shares reserved for issuance upon exercise of Options to exceed 10% of the issued Common Shares of the Company, the stock option plan must receive Disinterested Shareholder approval at the time the plan is to be implemented.

Disinterested Shareholder Approval

At the Meeting, Disinterested Shareholders are being asked to pass an ordinary resolution, the text of which is set out below, authorizing the Company to increase the maximum number of Common Shares issuable upon the exercise of Options granted under the Option Plan, and all other security-based compensation arrangements of the Company, to 16,910,930 Common Shares (the “2020 Option Plan”).

The Stock Option Plan Resolution

“BE IT RESOLVED THAT:

 

 

(1)

the adoption of the Company’s 2020 Option Plan in the form attached to the management information circular of the Company dated November 25, 2020 as Schedule “C”, is hereby approved, confirmed and ratified; and

 

 

(2)

the directors of the Company be authorized to perform all such other acts and things as may be necessary or desirable to effect the adoption of the 2020 Option Plan; and that the directors of the Company be authorized to implement or abandon these resolutions in whole or in part, at any time and from time to time in their sole discretion, all without further approval, ratification or confirmation by shareholders.”

Management recommends that Disinterested Shareholders approve the Stock Option Plan Resolution. If the Stock Option Plan Resolution is approved by Shareholders, the Directors will have the

 

19


authority, in their sole discretion, to implement or revoke the Stock Option Plan Resolution and otherwise implement or abandon the 2020 Option Plan.

The Board recommends that Disinterested Shareholders vote FOR the approval of the 2020 Option Plan. The persons named in the accompanying form of proxy intend to vote FOR the resolution, unless otherwise instructed on a properly executed and validly deposited proxy.

OTHER MATTERS

As of the date of this Circular, management knows of no other matters to be acted upon at the Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

AUDIT COMMITTEE DISCLOSURE

The Charter of the Company’s audit committee and other information required to be disclosed by National Instrument 52-110Audit Committees (“NI 52-110”) is attached to this Circular as Schedule “A”.

CORPORATE GOVERNANCE AND DIVERSITY DISCLOSURE

The information required to be disclosed by National Instrument 58-101Disclosure of Corporate Governance Practices is attached to this Circular as Schedule “B”.

DIVERSITY DISCLOSURE

Pursuant to section 172.1 of the Canada Business Corporations Act, the Company is required to and hereby discloses its diversity practices as follows:

Term Limits

Directors are to be elected at each annual general meeting of Shareholders to hold office for a term expiring at the next annual general meeting of Shareholders or until his or her successor is duly elected or appointed, unless he or she resigns, is removed or becomes disqualified in accordance with the CBCA. The identification of potential candidates for nomination as directors of the Company is carried out by all Directors, who are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals and business contacts. The Company has not adopted term limits for members of the Board or other mechanisms for Board renewal. The Company recognizes the benefit that new perspectives, ideas and business strategies can offer and support periodic Board renewal. The Board also recognizes that a Director’s experience and knowledge of the Company’s business is a valuable resource. Accordingly, the Board believes that the Company and the Shareholders are best served by the regular assessment of the effectiveness of the Board rather than by fixed age, tenure and other limits.

Designated Groups

The Board is committed to maintaining high standards of corporate governance in all aspects of the Company’s business and affairs and recognizes the benefits of fostering greater diversity in the boardroom. A fundamental belief of the Board is that a diversity of perspectives maximizes the effectiveness of the Board and decision-making in the best interests of the Company. The Company has not adopted a formal written policy related to the identification and nomination of designated groups (as defined in the Employment Equity Act (Canada)) for Directors. The Company nonetheless appreciates the value of a diverse Board and management and believes that diversity helps it reach its efficiency and skill objectives for the greater benefit of Shareholders.

 

20


No specific quota or targets for representation of designated groups on the Board or for executive officer positions has been adopted so as to allow the Company to perform an overall assessment of the qualities and skills of a potential candidate instead of concentrating on designated groups. When the Company selects candidates for the Board or for executive officer positions, it considers not only the qualifications, personal qualities, business background and experience of the candidates, it also considers the composition of the group of nominees, including whether the individual is a member of a designated group, to best bring together a selection of candidates allowing the Company to perform efficiently and act in the best interest of the Company and the Shareholders.

As of the date of this Circular, the Company has a total of five directors and one member of senior management. Currently, none of the Company’s directors are women or members of a visible minority, and one woman serves in a senior management role. To the knowledge of the Company, none of the Company’s directors or members of senior management are Aboriginal peoples or persons with disabilities.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s Financial Statements and MD&A may be obtained without charge upon request from the Company, at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6.

Financial information is provided in the Company’s comparative annual financial statements and Management Discussion and Analysis for its most recently completed financial year ended June 30, 2020.

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Directors.

DATED at Vancouver, British Columbia, this 25th day of November, 2020.

 

STANDARD LITHIUM LTD.

/s/ “Robert Mintak”

Robert Mintak
Chief Executive Officer

 

21


SCHEDULE “A”

FORM 52-110F2

AUDIT COMMITTEE DISCLOSURE

(VENTURE ISSUERS)

Audit Committee

The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Company’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company’s external auditors. The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Company’s financial strategies, its financing plans and its use of the equity and debt markets.

Audit and Finance Committee Charter

The following Audit Committee Charter was adopted by the Company’s Board and Audit Committee:

Purpose of the Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Company is to provide an open avenue of communication between management, the Company’s independent auditor and the Board and to assist the Board in its oversight of:

 

 

 

the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

 

 

 

the Company’s compliance with legal and regulatory requirements related to financial reporting; and

 

 

 

the independence and performance of the Company’s independent auditor. The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.

The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.

The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The independent auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

The Committee is responsible for recommending to the Board the independent auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an Auditor’s Reports or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditor. The Committee is also directly responsible for the evaluation of and


oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

Authority and Responsibilities

In addition to the foregoing, in performing its oversight responsibilities, the Committee shall:

 

 

1.

Monitor the adequacy of this Charter and recommend any proposed changes to the Board.

 

 

2.

Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.

 

 

3.

Review with management and the independent auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.

 

 

4.

Review with management and the independent auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.

 

 

5.

Where appropriate and prior to release, review with management any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.

 

 

6.

Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.

 

 

7.

Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the independent auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the independent auditor without the presence of management.

 

 

8.

Review with management and the independent auditor significant related party transactions and potential conflicts of interest.

 

 

9.

Pre-approve all non-audit services to be provided to the Company by the independent auditor.

 

 

10.

Monitor the independence of the independent auditor by reviewing all relationships between the independent auditor and the Company and all non-audit work performed for the Company by the independent auditor.

 

 

11.

Establish and review the Company’s procedures for the:

 

 

 

receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and

 

 

 

confidential and anonymous submissions by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.

 

 

12.

Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.

 

 

13.

Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the Canada Business Corporations Act and the by-laws of the Company.


Composition of the Audit and Finance Committee

The current members of the Audit Committee are Robert Mintak, Anthony Alvaro and Jeffrey Barber, one of whom is independent (Mr. Barber) and all of whom are financially literate as defined by NI 52-110.

Relevant Education and Experience

All members of the Audit Committee hold professional accounting designations and been involved in enterprises which public report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Reliance on Certain Exemptions

During the most recently completed financial year, the Company has not relied on certain exemptions set out in NI 52-110, namely section 2.4 ( De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee charter provides for the Audit Committee to establish the auditors’ fees. Such fees have been based upon the complexity of the matters in question and the time incurred by the auditors. Management of the Company believes that the fees negotiated in the past with the auditors of the Company were reasonable in the circumstances and would be comparable to fees charged by other auditors providing similar services.

External Auditor Service Fees

The following table sets forth the aggregate fees billed to the Company by the external auditor for services rendered in the fiscal years ended June 30, 2020 and 2019.

 

     FYE 2020      FYE 2019  

Audit Fees(1)

   $ 34,000      $ 31,000  

Audit-Related Fees(2)

   $ 17,000      $ 23,450  

Tax Fees(3)

   $ 9,000      $ 9,000  

All Other Fees(4)

   $ 9,000        Nil  
   $ 69,000      $ 63,450  

1.

“Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

2.

“Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

3.

“Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4.

“All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.


Exemptions

During the most recently completed financial year, the Company relied on the exemption set out in section 6.1 of NI 52- 110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).


SCHEDULE “B”

FORM 58-101F2

CORPORATE GOVERNANCE DISCLOSURE

(VENTURE ISSUERS)

Item 1: Board Of Directors

The board of directors of the Company (the “Board”) supervises the CEO and the CFO. Both the CEO and CFO are required to act in accordance with the scope of authority provided to them by the Board.

 

Director

  

Independence

Robert Cross

  

Independent

Andrew Robinson

  

Not independent, as he is the President and Chief Operating Officer of the Company

Robert Mintak

  

Not independent, as he is the Chief Executive Officer of the Company

Jeffrey Barber

  

Independent

Anthony Alvaro

  

Not independent, as he has received compensation for services provided to the Company in excess of $75,000.

Item 2: Directorships

The following directors of the Company are also currently directors of the following reporting issuers:

 

Director

  

Name of Reporting Issuer

Robert Cross

  

B2Gold Corp.

Robert Mintak

  

Identillect Technologies Corp. 66 Resources Corp.

Anthony Alvaro

  

WSM Ventures Corp.

Item 3: Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company’s business and understand the responsibilities of the Board.

The Board does not have a formal program for the continuing education of its directors. The Company expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company’s professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

Item 4: Ethical Business Conduct

The Board has not adopted a formal code of ethics. In the Board’s view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.


Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

Item 5: Nomination of Directors

The identification of potential candidates for nomination as directors of the Company is primarily done by the CEO, but all directors are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals by business contacts.

Item 6: Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Item 7: Other Board Committees

The Board does not have any standing committees other than the Audit Committee.

Item 8: Assessments

The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole.


SCHEDULE “C”

FIXED “2020” STOCK OPTION PLAN

STANDARD LITHIUM LTD.

November 25, 2020

 

1.

Purpose

The purpose of the stock option plan (the “Plan”) of Standard Lithium Ltd. (the “Company”), a corporation existing under the Canada Business Corporations Act is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company, and of its subsidiaries and affiliates, if any, to acquire common shares of the Company (the “Shares”), thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

 

2.

Administration

The Plan shall be administered by the board of directors of the Company or by a special committee of the directors appointed from time to time by the Board of Directors of the Company pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the board of directors of the Company, is hereinafter referred to as the “Board”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Company and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan. Each option granted by the Company prior to the date of the approval of the Plan, including options granted under previously approved stock option plans of the Company, be and are continued under and shall be subject to the terms of the Plan.

 

3.

Compliance with Legislation

All options granted pursuant to this Plan shall be subject to the rules and policies of the TSX Venture Exchange, or any other stock exchange or exchanges on which the Shares are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “Exchange”).

Any Shares sold, issued and delivered to any Participant (as hereinafter defined) pursuant to the exercise of Options shall be subject to restrictions on resale and transfer under applicable securities laws and the requirements of the Exchange, and any certificates representing such Shares shall bear, as required, a restrictive legend in respect thereof.

 

4.

Shares Subject to Plan

Subject to adjustment as provided in Section 16 hereof, the Shares to be offered under the Plan shall consist of common shares of the Company’s authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 16,910,930 Shares. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the un-purchased Shares subject thereto shall again be available for the purpose of this Plan.


5.

Maintenance of Sufficient Capital

The Company shall at all times during the term of the Plan reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

 

6.

Eligibility and Participation

Directors, officers, consultants, and employees of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries (“Management Company Employees”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “Participants”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number and class of Shares to be subject to each option. In the case of employees or consultants of the Company or Management Company Employees, the option agreements to which they are party must contain a representation of the Company that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Company or its subsidiaries. A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

 

7.

Withholding Taxes

The Company shall have the authority to take steps for the deduction and withholding, or for the advance payment or reimbursement by the Participant to the Company, of any taxes or other required source deductions which the Company is required by law or regulation of any governmental authority whatsoever to remit in connection with this Plan, or any issuance of Shares. Without limiting the generality of the foregoing, the Company may, in its sole discretion:

 

 

(a)

deduct and withhold additional amounts from other amounts payable to a Participant;

 

 

(b)

require, as a condition of the issuance of Shares to a Participant that the Participant make a cash payment to the Company equal to the amount, in the Company’s opinion, required to be withheld and remitted by the Company for the account of the Participant to the appropriate governmental authority and the Company, in its discretion, may withhold the issuance or delivery of Shares until the Participant makes such payment; or

 

 

(c)

sell, on behalf of the Participant, all or any portion of Shares otherwise deliverable to the Participant until the net proceeds of sale equal or exceed the amount which, in the Company’s opinion, would satisfy any and all withholding taxes and other source deductions for the account of the Participant.

 

8.

Exercise Price

 

 

(a)

The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.

 

 

(b)

Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may be reduced upon receipt of Board approval, provided that in the case of options held by insiders of the Company (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.


9.

Number of Optioned Shares

 

 

(a)

The aggregate number of Shares that may be issued pursuant to the exercise of Options awarded under the Plan and all other security based compensation arrangements of the Company shall not exceed 16,910,930 Shares, subject to the following additional limitations:

 

 

(i)

the aggregate number of options granted to any one person under the Plan within a twelve (12) month period, together with all other security-based compensation arrangements of the Company, must not exceed five (5%) percent of the then outstanding number of Shares, in the aggregate (on a non-diluted basis);

 

 

(ii)

Options shall not be granted if the exercise thereof would result in the issuance of more than two (2%) percent of the issued Shares, in the aggregate, in any twelve (12) month period to any one consultant of the Company (or any of its subsidiaries); and

 

 

(iii)

Options shall not be granted if the exercise thereof would result in the issuance of more than two (2%) percent of the issued Common Shares in any twelve (12) month period to persons employed to provide investor relations activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least twelve (12) months with no more than one-quarter of the options vesting in any three (3) month period.

 

 

(b)

The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

 

10.

Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 12 and 13, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, in no circumstances shall the maximum term exceed ten (10) years.

Should the expiry date of an Option fall within a Black Out Period or within nine business days following the expiration of a Black Out Period, such expiry date of the Option shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiry date for such Option for all purposes under the Plan. The ten business day period referred to in this paragraph may not be extended by the Board.

Black Out Period” means the period during which the relevant Participant is prohibited from exercising an Option due to trading restrictions imposed by the Company pursuant to any policy of the Company respecting restrictions on trading that is in effect at that time.

 

11.

Option Period, Consideration and Payment

 

 

(a)

The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 12 and 13 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Company or its subsidiaries, or death of the Participant.

 

 

(b)

Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

 

 

(c)

Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period.

 

 

(d)

Except as set forth in Sections 12 and 13, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Company or


any of its subsidiaries, or a Management Company Employee of the Company or any of its subsidiaries.

 

 

(e)

Subject to Section 7, the exercise of any option will be contingent upon receipt by the Company at its head office of a written notice of exercise, specifying the number of Common Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares of the Company unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

 

12.

Ceasing To Be a Director, Officer, Consultant or Employee

If a Participant shall cease to be a director, officer, consultant, employee of the Company, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within thirty (30) days, subject to adjustment at the discretion of the Board, after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee. In the event the Participant was engaged in investor relations activities, exercise must occur within thirty (30) days after the cessation of the Participant’s services to the Company.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Company or of any of its subsidiaries or affiliates.

 

13.

Death of Participant

Notwithstanding section 12, in the event of the death of a Participant, the option previously granted to them shall be exercisable only within the one (1) year after such death and then only:

 

 

(a)

by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution; and

 

 

(b)

if and to the extent that such Participant was entitled to exercise the Option at the date of his death.

 

14.

Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Company in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.

 

15.

Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Company and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

 

16.

Adjustments

 

If the outstanding shares of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company or another corporation or entity through a reorganization, amalgamation, arrangement, merger, re-capitalization, re-classification, stock dividend, subdivision, consolidation or similar transaction, or in case of any transfer of all or substantially all of the assets or undertaking of the Company to another entity (any of which being, a “Reorganization”) any adjustments relating to the Common Shares subject to Options or issued on exercise of Options and the exercise price per Common Share shall be adjusted by the Board, in its sole and absolute discretion, under this Section, provided that a Participant shall be thereafter entitled to receive the amount of securities or property (including cash) to which such Participant would have been entitled to receive as a result of such Reorganization if, on the effective


date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of his Option(s).

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

 

17.

Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

 

18.

Amendment and Termination of Plan

The Board may terminate or discontinue the Plan at any time without the consent of the Participants provided that such termination or discontinuance shall not alter or impair any Option previously granted under the Plan.

The Board may by resolution amend this Plan and any Options granted under it without shareholder approval, however, the Board will not be entitled, in the absence of shareholder and Exchange approval, to:

 

 

(a)

amend the persons eligible to be granted options under the plan;

 

 

(b)

amend the method for determining the exercise price of options;

 

 

(c)

reduce the exercise price of an Option held by an insider of the Company;

 

 

(d)

extend the expiry date of an Option held by an insider of the Company (subject to such date being extended by virtue of Section 10 above);

 

 

(e)

amend the limitations on the maximum number of Common Shares reserved or issued to insiders under paragraphs 9(a)(ii) and 9(a)(iii) hereof;

 

 

(f)

increase the maximum number of Common Shares issuable pursuant to this Plan; or

 

 

(g)

amend the expiry, termination or amendment provisions of this Plan or applicable Options under this Article 18.

Where shareholder approval is sought for amendments under subsections (a), (b) and (c) above, the votes attached to Shares held directly or indirectly by insiders benefiting from the amendments will be excluded.

 

19.

Old Stock Option Plan

Upon receipt of all approvals that may be required pursuant to Section 20 hereof, the Plan will replace the current stock option plan of the Company (the “Old Plan”) and on the date of receipt of all such approvals, the Old Plan will be of no further force and effect. All options and stock option agreements issued under the Old Plan shall thereafter be deemed to be issued under the Plan and thereafter shall be governed under the Plan.

 

20.

Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Company to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Company. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Company to issue such Shares shall terminate and any option exercise price paid to the Company will be returned to the Participant.

 

21.

Effective Date of Plan


The Plan has been adopted by the Board of the Company subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approval being obtained.

 

22.

Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of British Columbia and Canada, as applicable.

Exhibit 99.70

 

LOGO

STANDARD LITHIUM LTD.

Form of Proxy – Annual General and Special Meeting

Appointment of Proxyholder

I/We, being holder(s) of common shares of Standard Lithium Ltd. (the “Company”), hereby appoint Robert Mintak or, failing him, Kara Norman or, failing her, Sam Cole OR

 

 

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Company to be held at 10:00 a.m. (Vancouver time) on December 30, 2020, at Suite 110, 375 Water Street, Vancouver, British Columbia (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. , NC 27512-9903 Management recommends voting FOR all Resolutions. Please use a dark black pencil or pen.

 

1. Number of Director    FOR    AGAINST

To set the number of Directors at five (5)

     

2. Election of Directors

The election of directors 1 through 5 listed below to hold office until the earlier of (i) the next annual general meeting of shareholders or (ii) until their successors are duly elected or appointed.

 

     FOR    WITHHOLD

1. Robert Mintak

     

2. Andrew Robinson

     

3. Anthony Alvaro

     

4. Jeffrey Barber

     

5. Robert Cross

     
3. Appointment of Auditors    FOR    WITHHOLD

Appointment of Manning Elliott LLP, as Auditors of the Company for the ensuing year and authorize the Directors to fix their remuneration.

     

 

 

4. 2020 Stock Option Plan    FOR    AGAINST

To approve the 2020 stock option plan.

     

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

 

 

Signature(s)

  

 

Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Vancouver time) on Thursday, December 24, 2020.

 


LOGO

Proxy Form – Annual General and Special Meeting of Shareholders of Standard Lithium Ltd. to be held on December 30, 2020 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.

How to Vote

 

INTERNET

   
   

•  Go to

   

https://astvotemyproxy.com

   

•  Cast your vote online

   

•  View Meeting documents

   

To vote using your smartphone,

please scan this QR Code

               LOGO             
 

To vote by Internet you will need your control number. If you vote by Internet, do not return this proxy.

MAIL, FAX or EMAIL

 

•  Complete and return your signed proxy in the envelope provided or send to:

 

ASTTrust Company (Canada)

P.O. Box 721

Agincourt, ON M1S 0A1

 

•  You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxy@canstockta.com.

 

An undated proxy is deemed to be dated on the day it was received by AST Canada.

All proxies must be received by 10:00 a.m. (Vancouver time) on Thursday, December 24, 2020.

 

Exhibit 99.71

STANDARD LITHIUM LTD.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

ITEM 1

NAME AND ADDRESS

Standard Lithium Ltd. (the “Company”)

Suite 110, 375 Water Street

Vancouver, British Columbia, V6B 5C6

 

ITEM 2

DATE OF MATERIAL CHANGE

December 2 and 8, 2020

 

ITEM 3

NEWS RELEASE

The Company issued news releases on December 2 and 8, 2020 relating to the material change, which were disseminated through Newswire and subsequently filed on SEDAR.

 

ITEM 4

SUMMARY OF MATERIAL CHANGE

On December 2, 2020, the Company announced that it had filed a preliminary short form prospectus with the securities regulatory authorities in each of the Provinces of Canada, other than the Province of Quebec, in connection with a marketed public offering (the “Offering”) of common shares (the “Shares”) of the Company.

On December 8, 2020, the Company announced that it had priced the previously announced Offering and that the Company intends to issue up to 13,650,000 Shares at a price of $2.20 per Share (the “Offering Price”), for aggregate gross proceeds of up to $30,030,00.

 

ITEM 5

FULL DESCRIPTION OF MATERIAL CHANGE

On December 2, 2020, the Company announced that it had filed a preliminary short form prospectus with the securities regulatory authorities in each of the Provinces of Canada, other than the Province of Quebec, in connection with an Offering of Shares.

On December 8, 2020, the Company announced that it had priced the previously announced Offering and that the Company intends to issue up to 13,650,000 Shares at a price of $2.20 per Share (the “Offering Price”), for aggregate gross proceeds of up to $30,030,000.

The Offering is being conducted on a “best efforts” agency basis by Roth Canada, ULC (“Roth Canada”) and Echelon Wealth Partners Inc. (“Echelon” and together with Roth Canada, the “Co-Lead Agents”), as co-lead agents and joint bookrunners, together with Roth Capital Partners LLC as the exclusive placement agent in the United States (the “U.S. Placement Agent”, together with the Co-Lead Agents, the “Agents”).

The Company has agreed to grant the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part at the sole discretion of the Agents, to purchase from the Company up to an additional 15% of the Shares sold under


the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes.

The Company has agreed to pay the Agents a cash commission (the “Commission”) equal to: (i) 7% of the gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option), other than the President’s List (as defined below); and (ii) 2% of the gross proceeds of Shares sold to the president’s list (the “President’s List”).

The closing of the Offering is anticipated to occur on December 17, 2020, or such other date as the Company and the Agents may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, execution of an agency agreement and receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

The Company intends to use the net proceeds of the Offering to fund ongoing work programs to advance the LANXESS Project, including ongoing testing and optimization work underway at the SiFT lithium carbonate crystallization pilot plant and the direct lithium extraction demonstration plant (which utilizes the Company’s proprietary LiSTR technology), preliminary engineering work to advance commercial development of the Company’s proprietary lithium extraction process and negotiation and development of a joint venture with LANXESS Corporation, and for working capital and general corporate purposes.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This material change report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

 

ITEM 6

RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable. This report is not being filed on a confidential basis.

 

ITEM 7

OMITTED INFORMATION

There is no information of a material nature that has been omitted.

 

ITEM 8

EXECUTIVE OFFICER

The following executive officer of the Company is knowledgeable about the material change and this report:

Robert Mintak, Chief Executive Officer

Telephone: 604-409-8154

 

ITEM 9

DATE OF REPORT

December 11, 2020

Forward Looking Statements

This material change report may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable

 

- 2 -


Canadian securities laws. When used in this material change report, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to information regarding the requisite regulatory approvals, anticipated development of the Company’s projects and assets, completion of the Offering, including the number of Shares issued pursuant thereto, anticipated use of the net proceeds of the Offering, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. The forward-looking statements contained in this material change report are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing, size and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions, and the anticipated use of the net proceeds of the Offering. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s filings with Canadian securities regulators. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

.

 

- 3 -

Exhibit 99.72

AGENCY AGREEMENT

December 14, 2020

Standard Lithium Ltd.

Suite 835, 1100 Melville Street

Vancouver, British Columbia V6E 4A6

 

Attention:

Robert Mintak, Chief Executive Officer

Dear Sirs/Mesdames:

Roth Canada ULC (“Roth Canada”) and Echelon Wealth Partners Inc. (“Echelon”, together with Roth Canada, the “Co-Lead Agents”) as joint bookrunners and Roth Capital Partners, LLC (“Roth USA”) as exclusive United States placement agent (together with the Co-Lead Agents, the “Agents” and each an “Agent”) each severally, and not jointly nor jointly and severally, understands that Standard Lithium Ltd. (the “Corporation”) proposes to issue an aggregate of 13,650,000 common shares of the Corporation (the “Initial Shares”), at a price of $2.20 per common share (the “Issue Price”), upon and subject to the terms and conditions set forth in this Agency agreement (this “Agreement ”).

Upon and subject to the terms and conditions set forth herein, the Corporation hereby appoints the Agents, and the Agents hereby agree to act, each severally, and not jointly nor jointly and severally, as exclusive agents to the Corporation to arrange for the sale of the Offered Securities (as hereinafter defined), on a marketed commercially reasonable efforts basis, to Purchasers (as hereinafter defined) resident in the Qualifying Provinces (as hereinafter defined) and in such other jurisdictions as may be agreed to by the Corporation and the Co-Lead Agents, provided that the Offered Securities are lawfully offered and sold on a basis exempt from the prospectus, registration or similar requirements of such other jurisdictions. The offer and sale of the Offered Securities is referred to as the “Offering”.

In addition, the Corporation hereby grants to the Agents an option (the “Over- Allotment Option”) to arrange for the sale of Additional Shares (as defined herein), severally, and not jointly nor jointly and severally, at the Option Closing Time (as hereinafter defined) on the basis set forth below, in whole or in part and from time to time, up to 2,047,500 additional common shares of the Corporation (the “Additional Shares”), having the same terms as the Initial Shares, at a purchase price per Additional Share equal to the Issue Price, to cover over-allotments, if any, and for market stabilization purposes. The Over- Allotment Option shall be exercisable, in whole or in part, and from time to time, by the Agents, and shall be exercisable to arrange for the sale of Additional Shares at the Issue Price, provided that no more than the aggregate of 2,047,500 Additional Shares are issued pursuant to the exercise of the Over-Allotment Option. If the Agents elect to exercise all or any portion of the Over-Allotment Option from time to time, Roth USA, on behalf of the Agents shall provide written notice (the “Exercise Notice”) to the Corporation not later than the two Business Days prior to the Option Closing Date specifying the aggregate number of Additional Shares, to be arranged to be sold by the Agents and the date on which such Additional Shares, are to be sold (an “Option Closing Date”) and the Corporation shall be obligated to issue and sell such number of Additional Shares on such Option Closing Date. Such Option Closing Date may be the same as the Closing Date but not earlier than the Closing Date nor later than 30 days following the Closing Date. If the Over-Allotment Option is exercised in accordance with the foregoing, each Agent severally, and not jointly nor jointly and severally, agrees to arrange for the sale of such portion of the Additional Shares (subject to such adjustments to eliminate fractional shares as the Agents may determine) as is set out in Section 17 opposite the name of such Agent. The Initial Shares and the Additional Shares are collectively referred to herein as the “Offered Securities”. Unless the context otherwise requires or unless otherwise


specifically stated, all references in this Agreement to the “Offering” shall be deemed to include the Over-Allotment Option.

In consideration of the services to be rendered by the Agents in connection with the Offering hereunder, the Corporation agrees to pay to the Agents: (A) at the Closing Time (as hereinafter defined) on the Closing Date an aggregate cash fee equal to 7% of the gross proceeds of the Offering, other than from the sale of Initial Shares sold to persons set out on the President’s List (as hereinafter defined); (B) at the Closing Time on the Closing Date an aggregate cash fee equal to 2% of the gross proceeds from the sale of the Initial Shares sold to persons set out on the president’s list, such sales not to exceed 10% of the Offered Securities sold pursuant to the Offering (the “President’s List”); and (C) at the closing time on each Option Closing Date an aggregate cash fee equal to 7% of the gross proceeds from the sale of Additional Shares arranged by the Agents at that time, other than from the sale of Additional Shares sold to persons set out on the President’s List; and (D) at the Closing Time on each Option Closing Date an aggregate cash fee equal to 2% of the gross proceeds from the sale of the Additional Shares sold to persons set out on the President’s List (the fees referred to in (A), (B), (C) and (D) above are collectively the “Agents’ Fees”) and the Agents’ Fees shall be fully earned by the Agents at such time or times.

The Agents shall be entitled to appoint a selling group consisting of other registered dealers subject to acceptance by the Corporation (each a “Selling Firm”) as their agents to assist in the Offering. Any fee payable to such dealer(s) shall be for the account of the Agents and shall be negotiated between the Agents and the Selling Firm(s).

The Offered Securities may be distributed in each of the provinces of Canada, other than the Province of Québec (the “Qualifying Provinces”), by the Agents pursuant to the Prospectus and the Corporation and the Agents agree that any offers to sell or sales of the Offered Securities in the United States (as hereinafter defined) will (i) be made in compliance with Schedule A attached hereto, which forms part of this Agreement, and allows for the Agents, acting through Roth USA, in the United States to purchasers that are Qualified Institutional Buyers (as hereinafter defined) in accordance with Rule 506(b) of Regulation D (as hereinafter defined) and/or Section 4(a)(2) of the U.S. Securities Act (as hereinafter defined) and similar exemptions under applicable state securities laws; (ii) be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act or applicable state securities laws; and (iii) be conducted through Roth USA in compliance with applicable federal and state securities laws of the United States. In addition, the Offered Securities may also be distributed outside Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions, provided the Corporation consents to such sales and no prospectus filing or comparable obligation arises and the Corporation does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

The following are the terms and conditions of this Agreement among the Corporation and the Agents.

Terms and Conditions

 

Section 1

Definitions

In this Agreement, in addition to the terms defined above or elsewhere in this Agreement and the Schedules hereto, the following terms shall have the following meanings:

Additional Shares” has the meaning ascribed to such term on page 1 hereof;

 

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affiliate”, “associate”, “distribution”, “misrepresentation”, “material fact” and “material change” shall have the respective meanings ascribed to such terms in the Securities Act (Ontario);

Agents” has the meaning ascribed to such term on page 1 hereof;

Agents’ Fees” has the meaning ascribed to such term on page 2 hereof;

Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer made by the Agents hereby, including all schedules hereto, as amended or supplemented from time to time;

Arkansas Lanxess Project” means the development and testing of a commercially viable process for the extraction of lithium from brine solutions extracted from 150,000 acres of permitted brine leases located in the State of Arkansas, currently held by LANXESS Corporation and its affiliate, Great Lakes Chemical Company, and includes the development of a pilot plant and the anticipated formation of a joint venture between the Corporation and LANXESS Corporation in furtherance of commercial development;

Arkansas Option Agreement” means the option agreement dated as of December 29, 2017 between the Corporation and TETRA Technologies Inc. pursuant to which the Corporation has obtained rights to conduct exploration, production and lithium extraction activities on the Arkansas Project;

Arkansas Project” means the Arkansas Lanxess Project and the Arkansas TETRA Project;

Arkansas TETRA Project” means the up to 27,000 net acres of brine leases located in southern Arkansas that are the subject of the Arkansas Option Agreement;

Bristol Dry Lake Option Agreement” means the option purchase and assignment agreement effective as of November 17, 2016 pursuant to which the Corporation may acquire the Bristol Dry Lake Project;

Bristol Dry Lake Project” means the Corporation’s lithium deposit located in Mojave, San Bernardino County, California known as the Bristol Lake Property;

Bristol Lake Technical Report” means the technical report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA”, effective as of September 13, 2016;

Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia or Toronto, Ontario are not open for business;

Cadiz Dry Lake Agreement” means the license, exploration and option agreement dated May 15, 2018 between the Corporation and TETRA Technologies Inc. pursuant to which the Corporation has acquired rights to conduct certain lithium exploration and production activities at the Cadiz Dry Lake Project;

Cadiz Dry Lake Project” means the Corporation’s lithium deposit in Mojave, San Bernardino County, California;

 

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California Project” means, collectively, the Bristol Dry Lake Project and the Cadiz Dry Lake Project;

Canadian Securities Laws” means, collectively, all applicable securities laws in each of the Qualifying Provinces including the respective rules and regulations made thereunder together with applicable published national, multilateral and local instruments, policy statements, notices, blanket rulings and orders of the Securities Commissions, all discretionary rulings and orders, if any, of the Securities Commissions and all rules, by-laws and regulations governing the TSX-V, all as the same are in effect at the date hereof and as amended, supplemented or replaced from time to time during the period of distribution of the Offered Securities;

CDS” means CDS Clearing and Depository Services Inc.;

Claims” shall have the meaning ascribed to such term in Section 14 hereof;

Closing” means the completion of the issue and sale by the Corporation of the Offered Securities pursuant to this Agreement;

Closing Date” means the date of Closing;

Closing Time” means 8:00 a.m. (EST) on the Closing Date, or such other time on the Closing Date as agreed to between the Corporation and the Agents;

“Co-Lead Agents” means Roth Canada ULC and Echelon Wealth Partners Inc. and “Co-Lead Agent” means either one of them;

Common Shares” means common shares in the capital of the Corporation;

Corporation” means Standard Lithium Ltd.;

Corporation’s Auditors” means Manning Elliott LLP, or such other firm of chartered accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation;

Debt Instrument” means any mortgage, note, indenture, loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or any subsidiary is a party or otherwise bound;

Disclosure Documents” means, collectively, all of the documentation which has been filed by or on behalf of the Corporation with the relevant Securities Commissions pursuant to Canadian Securities Laws;

Documents Incorporated by Reference” means the documents specified in the Preliminary Prospectus, Final Prospectus or any Supplementary Material, as the case may be, as being incorporated therein by reference or which are deemed to be incorporated therein by reference pursuant to Canadian Securities Laws;

Eligible Issuer” means an issuer which meets the criteria and has complied with the requirements of NI 44-101 so as to be qualified to offer securities by way of a short form prospectus under Canadian Securities Laws;

 

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Engagement Letter” means the letter agreement dated as of November 25, 2020 between the Corporation and Roth USA relating to the Offering;

Environmental Laws” means any federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

Environmental Permits” means permits, authorizations and approvals required under any applicable Environmental Laws to carry on business as currently conducted or proposed to be conducted;

Exercise Notice” has the meaning ascribed to such term on page 2 hereof;

Exempt Plans” means trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, registered education savings plans and tax-free savings accounts, each as defined in the Income Tax Act (Canada)

Final Prospectus” means the (final) short form prospectus of the Corporation to be prepared in connection with the distribution in the Qualifying Provinces of the Initial Shares, the Over- Allotment Option and the Additional Securities under Canadian Securities Laws, including all of the Documents Incorporated by Reference;

Final Receipt” means the receipt issued by the Principal Regulator pursuant to the Passport System, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Provinces;

Governmental Authority” means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, or any successor entity, applicable as at the date on which such principles are applied;

Indebtedness” has the meaning ascribed to such term in subsection 8(1)(nn) hereof;

Indemnified Party” or “Indemnified Parties” ascribed to such term in subsection 14(1) hereof;

Initial Shares” has the meaning ascribed to such term on page 1 hereof;

 

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Intellectual Property” has the meaning ascribed to such term in subsection 8(1)(qq) hereof;

knowledge of the Corporation” (or similar phrase) means, with respect to the Corporation, the knowledge of Robert Mintak, after due and diligent inquiry;

Lanxess MOU” means the memorandum of understanding dates as of May 9, 2018 among the Corporation, LANXESS Corporation and Great Lakes Chemical Corporation for the purpose of testing and proving the commercial viability of lithium extraction from brine;

Lanxess Technical Report” means the technical report titled “Geological Introduction and Maiden Inferred Resources Estimate for Standard Lithium Ltd.’s Lanxess Smackover Lithium- Brine Property in Arkansas, USA”, effective as of June 19, 2019;

Laws” means the Canadian Securities Laws, the Environmental Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or licence, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

Leased Premises” means each premise which the Corporation or the Subsidiary occupies as tenant;

Losses” has the meaning ascribed to such term in subsection 14(1) hereof;

Marketing Material” means the term sheet of the Corporation dated December 2, 2020 for the Offering;

marketing materials” has the meaning ascribed thereto in NI 41-101;

Material Adverse Effect” means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management of the Corporation or any Subsidiary who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, financial condition, or results of operations of the Corporation and its subsidiaries, taken as a whole;

Material Agreement” means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to real property, to which the Corporation or any subsidiary are a party or to which any of their property or assets are otherwise bound;

Mining Rights” has the meaning ascribed to such term in subsection 8(1)(o) hereof;

NI 41-101” means National Instrument 41-101 - General Prospectus Requirements;

NI 43-101” means National Instrument 43-101 — Standards of Disclosure for Mineral Projects;

NI 44-101” means National Instrument 44-101 - Short Form Prospectus Distributions;

 

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NI 51-102” means National Instrument 51-102—Continuous Disclosure Obligations;

Offered Securities” has the meaning ascribed to such term on page 2 hereof;

Offering” has the meaning ascribed to such term on page 1 hereof;

Offering Jurisdictions” means the Qualifying Provinces, the United States and such other jurisdictions consented to by the Corporation and the Agents where the Offered Securities are sold pursuant to this Agreement, provided such sales are made in accordance with applicable Laws and do not obligate the Corporation to file a prospectus, become a reporting issuer or become subject to continuous disclosure requirements (or their equivalents in such jurisdictions in each case);

Offering Documents” means, collectively, the Preliminary Prospectus, the Final Prospectus and the Supplementary Material, and also includes the U.S. Placement Memorandum;

Option Closing Date” has the meaning ascribed to such term on page 2 hereof;

Option Closing Time” means 8:00 a.m. (EST) on any Option Closing Date or such other time on any Option Closing Date as the Corporation and the Agents may agree;

Over-Allotment Option” has the meaning ascribed to such term on page 1 hereof;

Passport System” means the passport system procedures provided for under National Policy 11- 202 - Process for Prospectus Reviews in Multiple Jurisdictions;

person” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

Preliminary Prospectus” means the preliminary short form prospectus of the Corporation dated the date hereof relating to the distribution in the Qualifying Provinces of the Initial Shares, the Over- Allotment Option and the Additional Shares under Canadian Securities Laws, including all of the Documents Incorporated by Reference;

Preliminary Receipt” means the receipt issued by the Principal Regulator pursuant to the Passport System, evidencing that a receipt has been, or has been deemed to be, issued for the Preliminary Prospectus in each of the Qualifying Provinces;

Principal Regulator” means the British Columbia Securities Commission;

Prospectus” means, collectively, the Preliminary Prospectus and the Final Prospectus;

Purchasers” means, collectively, each of the purchasers of the Offered Securities pursuant to the Offering including, if applicable, the Agents;

Qualified Institutional Buyer” has the meaning ascribed to such term in Schedule A to this Agreement;

 

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Qualifying Provinces” means each of the provinces of Canada, other than the Province of Quebec;

Regulation S” has the meaning ascribed to such term in Schedule A to this Agreement;

Rule 144A” has the meaning ascribed to such term in Schedule A to this Agreement;

Securities Commissions” means, collectively, the securities regulators or other securities regulatory authorities in the Qualifying Provinces (including the TSX-V);

Selling Firm” has the meaning ascribed to such term on page 2 hereof;

Subsidiaries” means Moab Minerals Corp., a British Columbia corporation, 1093905 Nevada Corp., a Nevada corporation, Arkansas Lithium Corp., a Nevada corporation, California Lithium Ltd., a Nevada corporation, Vernal Minerals Corp., a British Columbia corporation, and 2661881 Ontario Limited, an Ontario Corporation, and ‘Subsidiary” means any one of them, as applicable;

subsidiary” shall have the meaning ascribed to such term in the Business Corporations Act (British Columbia);

Supplementary Material” means, collectively, any amendment to or amendment and restatement of the Preliminary Prospectus and/or the Final Prospectus, and any further amendment, amendment and restatement or supplemental prospectus thereto or ancillary materials that may be filed by or on behalf of the Corporation under Canadian Securities Laws or U.S. Securities Laws relating to the distribution of the Offered Securities thereunder;

TETRA EOA” means the exploration and option agreement dated as of April 23, 2018 between the Corporation and TETRA Technologies Inc. securing access to approximately 12,100 acres in Bristol Dry Lake and up to 11,840 acres in Cadiz Dry Lake, Mojave Desert, California;

TETRA Technical Report” means the technical report titled “Geological Introduction and Maiden Inferred Resource Estimated for Standard Lithium Ltd.’s Terra Smackover Lithium-Brine Property in Arkansas, United States”, effective as of February 28, 2019;

Transaction Documents” means, collectively, this Agreement, and the certificates, if any, representing the Common Shares;

TSX-V” means the TSX Venture Exchange;

United States ” and “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

U.S. Affiliate” means the United States registered broker-dealer affiliate of an Agent;

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

U.S. Person” means a U.S. person as that term is defined in Rule 902(k) of Regulation S of the U.S. Securities Act;

 

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U.S. Placement Memorandum” means the private placement offering memorandum used in connection with the offer and sale of the Offered Securities to, or for the account or benefit of persons in the United States or U.S. Persons which will include and supplement the Prospectus;

U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

U.S. Securities Laws” means all applicable securities legislation in the United States, including, the U.S. Securities Act and the U.S. Exchange Act;

Other

Any reference in this Agreement to a Section shall refer to a section of this Agreement.

Words importing only the singular number include the plural and vice versa and words importing gender include all genders.

Any reference in this Agreement to “$” or to “dollars” shall refer to the lawful currency of Canada, unless otherwise specified.

The following are the schedules to this Agreement, which schedules (including the representations, warranties and covenants set out therein) are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule A - Compliance with United States Securities Laws

 

Section 2

Qualification of the Offered Securities

 

(1)

The Offering shall be conducted in the following manner:

 

(a)

The sale of the Offered Securities to the Purchasers shall be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Prospectus and in this Agreement. The Agents will use commercially reasonable efforts to arrange for Purchasers for the Offered Securities in the Qualifying Provinces and in those jurisdictions outside of Canada as may be agreed upon by the Corporation and the Agents, each acting reasonably, in connection with the Offering.

 

(b)

The Corporation agrees that the Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms.

 

(c)

The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of subsection 2(1)(b), if any, shall: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with the covenants and obligations given by the Agents herein.

 

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(d)

The Corporation hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the distribution of the Offered Securities and the Corporation shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Corporation also agrees to file within the periods stipulated under applicable Laws outside of Canada and at Corporation’s expense all private placement forms required to be filed by the Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada.

 

(e)

The Agents agree to arrange for the sale of the Offered Securities only in the Qualifying Provinces and to arrange for the sale of the Offered Securities to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons only in accordance with Schedule A to this Agreement, and, subject to the consent of the Corporation (acting reasonably), in such Offering Jurisdictions outside of the Qualifying Provinces and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities laws of such other Offering Jurisdictions, and provided that in the case of Offering Jurisdictions other than the Qualifying Provinces and the United States, the Corporation shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Corporation will not be subject to any continuous disclosure requirements in such jurisdiction.

 

(2)

On December 2, 2020, the Corporation prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder and obtained a Preliminary Receipt from the Principal Regulator under the Passport System which also evidenced that a receipt had been issued or was deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Provinces.

 

(3)

The Corporation shall use commercially reasonable efforts to promptly resolve any comments received or deficiencies raised by the Securities Commissions of the Qualifying Provinces with respect to the Preliminary Prospectus and, not later than 5:00 p.m. (PST) on March 2, 2021 (or such later date as may be agreed to in writing by the Corporation and the Lead Agent, each acting reasonably), to have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Provinces and otherwise have fulfilled all legal requirements to qualify the Offered Securities for distribution to the public in the Qualifying Provinces through the Agents or any other registered dealer in the applicable Qualifying Provinces.

 

(4)

During the period of distribution of the Offered Securities, the Corporation will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or U.S. Securities Laws or requested by Roth USA, acting reasonably, to continue to qualify the distribution of the Offered Securities in the Qualifying Provinces.

 

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(5)

Prior to the filing of the Final Prospectus and thereafter, during the period of distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Corporation shall allow the Agents to review and comment on such documents and shall allow the Agents to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Corporation, the chair of the Corporation’s audit committee, its current auditors, qualified persons, legal counsel and other applicable experts (collectively, “Due Diligence Sessions”)) which they may reasonably require in order to fulfill their obligations as Agents in order to enable them to execute any certificates required to be executed by them at the end of the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Agents (or their counsel) may conduct, the Corporation shall use its best efforts to make available its directors, senior management, auditors and legal counsel to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to filing of the Final Prospectus and any Supplementary Material. All information requested by the Agents, their counsel and their technical consultants in connection with the due diligence investigations of the Agents will be used only in connection with the Offering.

 

(6)

The Corporation shall, as soon as possible and in any event by the Closing Time, fulfill and comply with, to the satisfaction of the Agents, acting reasonably, all requirements of U.S. Securities Laws to be fulfilled and complied with by the Corporation to enable the Offered Securities to be lawfully offered for sale and sold to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with Schedule A hereto.

 

(7)

The Agents hereby acknowledge and agree that:

 

  a)

The Agents have complied with and shall, and shall require any Selling Firm to agree to, comply with the Securities Laws in connection with the distribution of the Offered Securities and shall offer the Offered Securities upon the terms and conditions set out in the Prospectus and this Agreement. The Agents have and shall, and shall require any Selling Firm to, directly offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale. The Agents shall: (i) use commercially reasonably efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Agents and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Provinces (and any other applicable jurisdiction where the Offered Securities have been distributed) where such breakdown is required for the purpose of calculating fees payable to Securities Regulators.

 

  b)

The Agents shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner which complies with and observes all applicable laws and regulations, including, for greater certainty, all Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Prospectus or any Marketing Material in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Prospectus or any Marketing Material to any person in any jurisdiction other than in the Qualifying Provinces unless agreed to in accordance with Section 2(6)(b) hereof and completed in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable Securities Laws of such other

 

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jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions.

 

  c)

For the purposes of this Section 2(6), and subject to the Agents and any Selling Firm complying with the provisions of this Section 2(6), the Agents and any Selling Firm shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Province where a receipt or similar document for the Prospectus shall have been obtained or deemed to have been obtained from the applicable Securities Regulators (including a receipt from the Principal Regulator issued under the Passport System evidencing that a deemed receipt has been issued for the Final Prospectus by each of the Securities Regulators in the Qualifying Provinces) following the filing of the Final Prospectus unless otherwise notified in writing.

 

(8)

The Corporation and the Agents covenant and agree:

 

  d)

not to provide any potential investor of Offered Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Securities;

 

  e)

not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (A) such marketing materials that have been approved by the Corporation and filed in accordance with this Section 2; (B) the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; and (C) any “standard term sheets”, as defined in NI 41-101, approved in writing by the Corporation and the Agents; and

 

  f)

that any marketing materials approved and filed in accordance with this Section 2 and any standard term sheets approved in writing by the Corporation and the Agents shall only be provided to potential investors in the Qualifying Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

 

Section 3

Documents to be Delivered

 

(1)

The Corporation shall deliver, or cause to be delivered, to each of the Agents (except to the extent any such document has been previously delivered to the Agents):

 

  (a)

concurrently with the filing of the Final Prospectus, a copy of the Final Prospectus, signed as required by Canadian Securities Laws and a copy of the U.S. Placement Memorandum prepared and delivered as contemplated in Schedule A hereto;

 

  (c)

a copy of all such documents and certificates that were filed with the Preliminary Prospectus and the Final Prospectus under Canadian Securities Laws (provided that any documents incorporated by reference therein which are publicly available on SEDAR shall be deemed to be delivered to the Agents); concurrently with the filing of the Final Prospectus with the Securities Commission, a comfort letter of the Corporation’s Auditors, Manning Elliott LLP, addressed to the Agents and to the board of directors of the Corporation, in form and substance satisfactory to the Agents and their counsel, verifying the financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in or incorporated by reference in the Final Prospectus, which comfort letter shall be based on a review by the auditors having a cut-off date of not

 

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more than two Business Days prior to the date of the letter and shall be in addition to the auditors’ reports contained in the Final Prospectus and any auditors’ comfort letter addressed to the Securities Commissions;

 

  (d)

prior to filing of the Final Prospectus with the Securities Commission, a copy of a letter from the TSX-V advising the Corporation that conditional approval of the listing of the Common Shares issuable pursuant to the Offering has been granted by the TSX-V, subject to the satisfaction of certain usual and customary conditions set out therein; and

 

  (e)

copies of all other documents resulting or related to the Corporation taking all other steps and proceedings that may be necessary in order to qualify the Offered Securities for distribution in each of the Qualifying Provinces by the Agents and other persons who are registered in a category permitting them to distribute the Offered Securities under Canadian Securities Laws and who comply with such Canadian Securities Laws.

 

Section 4

Supplementary Material

 

(1)

If applicable, the Corporation shall also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Subject to compliance with Section 7 the Corporation shall promptly deliver to the Agents duly signed copies of all Supplementary Material, and any other document required to be filed under subsection 7(2). The Supplementary Material shall be in form and substance satisfactory to the Agents, acting reasonably. Concurrently with the delivery of any Supplementary Material, the Corporation shall deliver to the Agents with respect to such Supplementary Material, letters, opinions and documents similar to those referred to in Section 3, which shall be in form and substance acceptable to the Agents and their counsel, acting reasonably.

 

Section 5

Delivery Constitutes Representation and Consent

 

(1)

Delivery of an Offering Document to the Agents shall constitute a representation and warranty by the Corporation to the Agents that, at the time of delivery thereof, all information and statements (except information and statements relating solely to the Agents and furnished to the Corporation in writing by the Agents for use therein) contained in such Offering Documents are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities and that no material fact or information has been omitted therefrom (except facts or information relating solely to the Agents) which is required to be stated therein or is necessary to make any statement or information contained therein not false or misleading in light of the circumstances in which it was made; and that (except with respect to information and statements relating solely to the Agents and furnished to the Corporation in writing by the Agents for use therein) the Prospectus and any Supplementary Material comply in all material respects with Canadian Securities Laws and that the use of the U.S. Placement Memorandum in connection with the transactions contemplated in the attached Schedule A complies in all material respects with U.S. Securities Laws, provided that the U.S. Placement Memorandum is used only in accordance with Schedule A hereto. Such delivery shall also constitute the Corporation’s consent to the use of the Prospectus and any Supplementary Material by the Agents and the Selling Firms for the distribution of the Offered Securities in the Qualifying Provinces in compliance with the provisions of this Agreement and to the use of the U.S. Placement Memorandum and any Supplementary Material by the U.S. Affiliates and the Selling Firms for the offering and sale of the Offered Securities by them to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with Schedule A hereto.

 

13


(2)

Each of the Corporation and the Agents have approved the Marketing Material. The Corporation filed the Marketing Material with the Securities Commissions, and to the Corporation’s knowledge, such filing occurred before such Marketing Material was first provided by the Corporation to potential purchasers of Offered Securities and the Corporation and the Agents have agreed that such Marketing Material will be incorporated by reference into the Final Prospectus. . Each of the Corporation and the Agents covenant and agree that it will not provide any potential investor of Offered Securities with any marketing materials except for the Marketing Material and any other marketing materials that comply with, and have been approved in accordance with, NI 41-101 or NI 44-101, as applicable, and Section 2(7). If requested by the Agents, in addition to the Marketing Material, the Corporation will cooperate, acting reasonably, with the Agents in approving any other marketing materials reasonably requested by the Agents to be used in connection with the Offered Securities.

 

Section 6

Commercial Copies

 

(1)

The Corporation shall cause to be delivered to the Agents, without charge, at those delivery points as the Agents may reasonably request, as soon as possible and in any event no later than 12:00 p.m. (PST) on the next Business Day (or by 12:00 p.m. (PST) on the second Business Day for deliveries outside of Toronto), in each case following the day on which the Corporation has obtained the Final Receipt for the Final Prospectus, and thereafter from time to time during the distribution of the Offered Securities, as many commercial copies of the Offering Documents as the Agents may reasonably request.

 

Section 7

Material Changes

 

(1)

Commencing on the date hereof and until the completion of the distribution of the Offered Securities in accordance with Section 9(1), the Corporation shall promptly notify Roth USA, on behalf of the Agents, in writing of:

 

  (a)

any material change (whether actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, affairs, operations, assets, properties, prospects (as described in the Offering Documents), liabilities (contingent or otherwise), capital, earnings and financial condition of the Corporation, including in any information previously provided to the Agents concerning the Corporation, the Subsidiaries or the Offered Securities;

 

  (b)

any new material fact in respect of the Corporation or the Subsidiaries (including in respect of its financial condition or results of the operations) which has arisen or has been discovered that would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum incorporating the Final Prospectus or any Supplementary Material had that fact arisen or been discovered on or prior to the date of any such document;

 

  (c)

any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or incorporated by reference in the Offering Documents or whether any event or state of facts has occurred after the date hereof, which, in any case, is or would reasonably be of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, including as a result of any of such documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated

 

14


 

therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which would reasonably be expected to result in any of the Offering Documents not complying with applicable Canadian Securities Laws or U.S. Securities Laws, as the case may be, or which would reasonably be expected to have a material effect on the market price or value of the Common Shares; or

 

  (d)

any notice by any Governmental Authority requesting any material information, meeting or hearing relating to the Corporation, the Subsidiaries or the Offering.

 

(2)

The Corporation will promptly (and in any event within any applicable time limitation) comply with all legal requirements under Canadian Securities Laws, U.S. Securities Laws and the rules of the TSX-V, including the prospectus amendment provisions of the Canadian Securities Laws and any applicable U.S. Securities Laws, required as a result of any event described in subsection 7(1) in respect of the Corporation applicable to it, in order to continue to qualify the distribution of the Offered Securities in each of the Qualifying Provinces and to permit the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons pursuant to this Agreement (including Schedule A), and the Corporation will prepare and file to the satisfaction of the Agents, acting reasonably, any Supplementary Material which, in the opinion of the Agents, may be necessary or advisable.

 

(3)

Commencing on the date hereof and until the completion of the distribution of the Offered Securities in accordance with Section 9(1), the Corporation will promptly inform the Agents in writing of the full particulars of:

 

  (a)

any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Corporation;

 

  (b)

the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the TSX-V or any other competent authority, relating to the Preliminary Prospectus, the Final Prospectus, the Supplementary Material, the distribution of the Offered Securities or the Corporation;

 

  (c)

any notice or other correspondence received by the Corporation from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Corporation, any Subsidiary, the Offering, the issue and sale of the Offered Securities or any other event or state of affairs that could, individually or in the aggregate, have a material adverse effect on the business, affairs, operations, assets, properties, prospects (as described in the Offering Documents), liabilities (contingent or otherwise), capital, earnings and financial condition of the Corporation; or

 

  (d)

the issuance by any Securities Commission, the TSX-V or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Corporation or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Corporation.

 

(4)

In addition to the provisions of subsection 7(1) in respect of the Corporation and subsection7(2) above, the Corporation will, in good faith, discuss with the Agents any change, event or fact contemplated in subsection 7(1), applicable to it, which is of such a nature that there may be reasonable doubt as to whether notice should be given to the Agents under subsection 7(1), and

 

15


 

will consult with the Agents with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of the form and substance thereof by the Agents and their counsel, each acting reasonably. The Corporation shall also co-operate in all respects with the Agents to allow and assist the Agents to participate in the preparation of any Supplementary Material and to conduct all due diligence investigations which the Agents deem appropriate, acting reasonably in order to fulfill their obligations as Agents and to enable the Agents to responsibly execute any certificate related to such Supplementary Material required to be executed by them.

 

Section 8

Representations and Warranties of the Corporation

 

(1)

The Corporation represents and warrants to the Agents (which representations and warranties shall survive the Closing and any closing of the exercise of the Over-Allotment Option in accordance with Section 19), and acknowledges that the Agents are relying on such representations and warranties in entering into this Agreement, that (it being understood that any certificate signed by any officer of the Corporation and delivered to the Agents shall be deemed a representation and warranty by the Corporation to the Agents as to matters covered thereby):

 

  (a)

each of the Corporation, and its Subsidiaries (A) is a corporation duly incorporated, continued, amalgamated or formed and validly existing under the laws of the jurisdiction in which it was incorporated, continued, amalgamated or formed, as applicable; (B) has all requisite power and authority and is duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and proposed to be conducted to own, lease or operate its properties and assets; (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts business unless, in each case, the failure to do so would not individually or in the aggregate, have a Material Adverse Effect; and (D) no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;

 

  (b)

the Corporation has all requisite corporate power, authority and capacity to enter into each of the Transaction Documents and to perform the transactions contemplated herein and therein, including, without limitation, to issue the Offered Securities;

 

  (c)

the Corporation has no direct or indirect subsidiary or any investment or proposed investment in any person that is or will be material to the Corporation, other than the Subsidiaries;

 

  (d)

the Corporation and certain of the Subsidiaries own all of the issued and outstanding shares of the Subsidiaries, free and clear of all encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or any Subsidiary of any interest in any of the shares in the capital of a Subsidiary. All of the issued and outstanding shares of the Subsidiaries are outstanding as fully paid and non- assessable, as applicable;

 

  (e)

the Prospectus (or a document incorporated by reference therein) contains an accurate organizational chart showing the material ownership structure of the Corporation and each

 

16


 

of its direct and indirect subsidiaries as of the date hereof, including, without limitation, the issued and outstanding share capital in each corporate entity shown thereof;

 

  (f)

neither the Corporation nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the Offering and sale of the Offered Securities other than the Offering Documents and such marketing materials described in Section 9(4));

 

  (g)

the Corporation and the Subsidiaries have conducted and are conducting their businesses in compliance with all applicable Laws and regulations of each jurisdiction in which it carries on business, except where the failure to so comply would not have a Material Adverse Effect, and the Corporation and the Subsidiaries hold all material requisite licences, registrations, qualifications, permits (including Environmental Permits) and consents necessary or appropriate for carrying on business as currently carried on and all such licences, registrations, qualifications, permits and consents are valid and subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, none of the Corporation or its Subsidiaries has received a written notice of non- compliance, nor does it know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws, regulations or permits which would have a Material Adverse Effect;

 

  (h)

no legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party or to which the property thereof is subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or any Subsidiary which, if the subject of an unfavourable decision, ruling or finding could reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to the properties or assets thereof;

 

  (i)

the Corporation is in compliance in all material respects with all of the rules, policies and requirements of the TSX-V, and OTCQX and the Common Shares are currently listed or quoted on the TSX-V and OTCQX and on no other stock exchange or public market;

 

  (j)

the Corporation is currently a “reporting issuer” in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and is in compliance, in all material respects, with all of its obligations as a reporting issuer and since incorporation has not been the subject of any investigation by any stock exchange or any Securities Commission, is current with all material filings required to be made by it under Canadian Securities Laws and other laws, is not aware of any material deficiencies in the filing of any documents or reports with any Securities Commissions and there is no material change relating to the Corporation which has occurred and with respect to which the requisite news release or material change report has not been filed with the Securities Commission. The Corporation will not, at the Closing Time on the Closing Date or the Option Closing Time on the Option Closing Date, as the case may be, be on the list of defaulting issuers maintained by any Securities Commission in any of the Qualifying Provinces;

 

  (j)

the Corporation has not filed any confidential material change report with the Securities Commissions;

 

17


  (k)

the Corporation is in compliance in all material respects with NI 43-101 in connection with the disclosure of scientific or technical information made by the Corporation concerning each mineral project on a property material to the Corporation;

 

  (l)

the Corporation has duly filed with the applicable regulatory authorities in compliance in all material respects with the Securities Laws all reports required by NI 43-101, and all such reports were prepared in accordance with the requirements of NI 43-101 in all material respects, and, other than as disclosed in subsequent reports, there has been no change to the information set out in each such report of which the Corporation is aware that would disaffirm any aspect of such report in a materially adverse manner;

 

  (m)

all information requested by the authors of the Bristol Lake Technical Report, Lanxess Technical Report and TETRA Technical Report was made available to them, prior to the issuance of such reports, for the purpose of preparing such reports, which information did not contain any material misrepresentation at the time such information was so provided;

 

  (n)

other than with respect to the Leased Premises, and the properties and assets under the Arkansas Option Agreement, the Bristol Dry Lake Option Agreement, the Cadiz Dry Lake Agreement, the TETRA EOA, the Lanxess MOU and any Intellectual Property that is licensed to third parties, each of the Corporation and the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Corporation or any Subsidiary holds the property and assets thereof (including any interest in, or right to earn an interest in, any real property) including, without limitation, the Arkansas Option Agreement, the Bristol Dry Lake Option Agreement, the Cadiz Dry Lake Agreement, the TETRA EOA and the Lanxess MOU, are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Corporation or any Subsidiary derives the interests thereof in such property are in good standing. The Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation or any Subsidiary to use, transfer or otherwise exploit their respective assets and properties (including, without limitation, the Arkansas Project and the California Project), none of the properties (or any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof, other than as disclosed in the Disclosure Documents;

 

  (o)

the Corporation and/or the Subsidiary, as applicable, hold either freehold title, mining leases, mining options, brine lease or brine deed options, mining claims, mining and exploration licenses, property leases, or other conventional property, proprietary or contractual interests or rights, recognized in the jurisdiction in which a particular property is located (the “Mining Rights”) in respect of the deposits, ore bodies and minerals located in properties in which the Corporation and/or the Subsidiary have an interest as described

 

18


 

in the Disclosure Documents under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Corporation and/or the Subsidiary to explore and extract the material deposits, ore bodies or other minerals relating thereto for the purposes of its current operations, free and clear of any liens, charges or encumbrances, except as would not have a Material Adverse Effect;

 

  (p)

all property, leases, options, claims or licences in which the Corporation and/or the Subsidiary have any interest or right have been validly located and recorded in accordance with all applicable Laws and are valid and subsisting, the Corporation and/or the Subsidiary have all necessary surface rights, access rights and other necessary rights and interest relating to the properties in which the Corporation and/or the Subsidiary have a material interest as described in the Disclosure Documents granting the Corporation and/or the Subsidiary the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of their respective rights and interests therein, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above are currently in good standing in the name of the Corporation or the Subsidiary. The Mining Rights in respect of the Corporation’s material properties as disclosed in the Disclosure Documents constitute a complete description of all material Mining Rights held by the Corporation and/or the Subsidiary;

 

  (q)

to the knowledge of the Corporation, all exploration activities by or on behalf of the Corporation and/or its Subsidiaries on the material properties in which they hold an interest have been conducted in accordance with good exploration practices in all material respects and all applicable workers’ compensation and health and safety and workplace Laws, regulations and policies have been complied with in all material respects;

 

  (r)

there are no material actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or, to the best of the Corporation’s knowledge, pending or threatened against or affecting the Corporation, any Subsidiary or the directors, officers or employees of the Corporation or its Subsidiaries, at Law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Corporation’s knowledge, there is no basis therefore and neither the Corporation nor any Subsidiary is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents;

 

  (s)

neither the Corporation nor any Subsidiary has any employees. No executive officer of the Corporation or any Subsidiary, to the knowledge of the Corporation, is, or is now expected to be, in violation of any material term of any employment, consulting or similar contract with the Corporation or any Subsidiary, confidentiality, disclosure or proprietary information agreement or non-competition agreement with the Corporation or any Subsidiary, or any other contract or agreement or any restrictive covenant in favor of any third party that involves the Corporation or any Subsidiary. The Corporation and its Subsidiaries are in compliance with all applicable laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

 

  (t)

neither the Corporation nor any Subsidiary is in violation of its constating documents or agreements, as applicable, or in default in any material respect in the performance or

 

19


 

observance of any material obligation, agreement, covenant or condition contained in any Material Agreement;

 

  (t)

to the knowledge of the Corporation, no counterparty to any material obligation, agreement, covenant or condition contained in any Material Agreement to which the Corporation or any Subsidiary is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect;

 

  (u)

there are no judgments against the Corporation nor any Subsidiary which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or any Subsidiary is subject;

 

  (v)

neither the Corporation nor any Subsidiary has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

 

  (w)

the Common Shares are listed and posted for trading on the TSX-V and are quoted on the OTCQX and prior to the Closing Time, all necessary notices and filings will have been made with and all necessary consents, approvals, authorizations will have been obtained by the Corporation from the TSX-V to ensure that, subject to fulfilling customary listing conditions, the Common Shares issuable pursuant to the Offering, and subject to satisfaction of distribution requirements will be listed and posted for trading on the TSX-V upon their issuance;

 

  (x)

all necessary corporate action has been taken by the Corporation, or will have been taken by the Corporation prior to the Closing Time, to authorize the offering, issuance, sale and delivery of the Common Shares comprising the Initial Shares and the Additional Shares, and the grant of the Over-Allotment Option on the terms set forth in this Agreement;

 

  (y)

upon payment therefor, the Common Shares comprising the Initial Shares and the Additional Shares will be duly and validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Corporation;

 

  (z)

the execution and delivery of each of the Transaction Documents, the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Offered Securities, do not and will not conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (A) any statute, rule or regulation applicable to the Corporation including, without limitation, the Canadian Securities Laws or U.S. Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation which are in effect at the date hereof; (C) any Debt Instrument or Material Agreement to which the Corporation is a party or by which it is

 

20


 

bound; or (D) any judgment, decree or order binding the Corporation or the property or assets of the Corporation;

 

  (aa)

the Corporation and its board of directors have taken all necessary action, if any, in order to render inapplicable any poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Corporation’s articles of incorporation (or similar charter documents) or the laws of its jurisdiction of incorporation that is or could become applicable to purchasers of the Offered Securities as a result of the purchasers of the Offered Securities and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Offering Documents, including without limitation as a result of the Company’s issuance of the Offered Securities and the purchasers’ ownership of the Offered Securities;

 

  (bb)

at the Closing Time, each of the Transaction Documents shall have been duly authorized and executed and delivered by the Corporation and upon such execution and delivery each shall constitute a valid and binding obligation of the Corporation and each shall be enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

 

  (cc)

no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;

 

  (dd)

the audited comparative consolidated financial statements of the Corporation and its Subsidiaries as at and for the year ended June 30, 2020 and the unaudited interim condensed consolidated financial statements of the Corporation as at and for the three month period ended September 30, 2020 (collectively, the “Financial Statements”) have been prepared in accordance with IFRS, contain no misrepresentations and present fairly, in all material respects, the financial condition of the Corporation and its Subsidiaries on a consolidated basis as at the date thereof and the results of the operations and cash flows of the Corporation and its Subsidiaries on a consolidated basis for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and its Subsidiaries on a consolidated basis that are required to be disclosed in such financial statements and there has been no material change in accounting policies or practices of the Corporation since September 30, 2020;

 

  (gg)

there are no material liabilities of the Corporation and its Subsidiaries whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Financial Statements which are not disclosed or reflected in the Financial Statements except those disclosed in the Disclosure Documents or those incurred in the ordinary course of business since September 30, 2020;

 

21


  (hh)

there are no off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Corporation or any Subsidiary with unconsolidated entities or other persons that could reasonably be expected to have a Material Adverse Effect;

 

  (ii)

all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, sales taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, reassessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the Subsidiaries have been paid or accrued, except where the failure to pay such Taxes would not constitute an adverse material fact in respect of the Corporation or the Subsidiaries or have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact in respect of the Corporation or the Subsidiaries or have a Material Adverse Effect. To the knowledge of the Corporation, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries, in any case except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Corporation or have a Material Adverse Effect;

 

  (kk)

the Corporation: (A) has designed disclosure controls and procedures to provide reasonable assurance that financial information relating to the Corporation and the Subsidiaries is accurate and reliable, is made known to the Chief Executive Officer and Chief Financial Officer of the Corporation by others within those entities, particularly during the period in which filings are being prepared; (B) has designed internal controls to provide reasonable assurance regarding the accuracy and reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS; and (C) has disclosed in the management’s discussion and analysis for its most recently completed financial year, for each material weakness relating to such design existing at the financial year-end (x) a description of the material weakness, (y) the impact of the material weakness on the Corporation’s financial reporting and internal controls over financial reporting, and (z) the Corporation’s further plans, if any, or any actions already undertaken, for remediating the material weakness;

 

  (ll)

the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that, (A) transactions are executed in accordance with management’s general or specific authorization, and (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets;

 

  (mm)

other than as disclosed in the Disclosure Documents, there are no material liabilities of the Corporation or its Subsidiaries, whether direct, indirect, absolute, contingent or otherwise, and none of the Corporation nor its Subsidiaries are party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument and does not have any loans or other indebtedness outstanding which has been made to any of its shareholders, members officers, directors or employees, past or present, or any person

 

22


 

not dealing at arm’s length with the Corporation or its Subsidiaries (as such term is defined in the Tax Act), and neither the Corporation nor any of the Subsidiaries has guaranteed the obligations of any person;

 

  (nn)

the Corporation’s Auditor, who audited the Financial Statements and who provided their audit report thereon, is an independent public accountant as required under applicable Securities Laws and there has never been a reportable event (within the meaning of NI 51- 102) between the Corporation and the Corporation’s Auditor;

 

  (oo)

during the previous 12 months, the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing. There is not, in the constating documents, articles or in any Debt Instrument, Material Agreement or other agreement or instrument to which the Corporation is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of its Common Shares;

 

  (pp)

except as set out in the Disclosure Documents, no legal or governmental proceedings or inquiries are pending to which the Corporation or any of the Subsidiaries is a party or to which their property or assets are subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or any of the Subsidiaries which, if the subject of an unfavourable decision, ruling or finding could reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Corporation, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation, the Subsidiaries or their property or assets;

 

  (qq)

the assets of each of the Corporation and the Subsidiaries and their businesses and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and none of the Corporation or the Subsidiaries has breached the terms of any policies in respect thereof in any material respect or failed to promptly give any notice or present any material claim thereunder;

 

  (rr)

each of the Corporation and its Subsidiaries owns or has all proprietary rights provided in law and at equity to all patents, trademarks, copyrights, industrial designs, software, trade secrets, know-how, concepts, information and other intellectual and industrial property (collectively, “Intellectual Property”) necessary to permit the Corporation and its Subsidiaries to conduct its business as currently conducted. Neither the Corporation nor any of its Subsidiaries has received any notice nor does the Corporation or any of its Subsidiaries have knowledge of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Corporation or its Subsidiaries therein and which infringement or conflict (if subject to an unfavourable decision, ruling or finding) or invalidity or inadequacy would have a Material Adverse Effect;

 

  (rr)

each of the Corporation and the Subsidiaries has taken all reasonable steps to protect its Intellectual Property in those jurisdictions where, in the reasonable opinion of the Corporation and/or each Subsidiary carries on a sufficient business to justify such filings;

 

23


  (ss)

to the knowledge of the Corporation, there are no material restrictions on the ability of the Corporation and each Subsidiary to use and explore all rights in the Intellectual Property required in the ordinary course of the business of the Corporation and each Subsidiary, as applicable. None of the rights of the Corporation and each Subsidiary in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement;

 

  (tt)

neither the Corporation nor any Subsidiary has received any notice or claim (whether written, oral or otherwise) challenging its ownership or right to use of any Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor to the knowledge of the Corporation, is there a reasonable basis for any claim that any person other than the Corporation or a Subsidiary has any claim of legal or beneficial ownership or other claim or interest in any Intellectual Property;

 

  (uu)

there are no material restrictions on the ability of the Corporation or its Subsidiaries to use and exploit all rights in the Intellectual Property required in the ordinary course of the business of the Corporation and its Subsidiaries. None of the rights of the Corporation or its Subsidiaries in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement;

 

  (vv)

all registrations of Intellectual Property are in good standing and are recorded in the name of the Corporation or a Subsidiary in the appropriate offices to preserve the rights thereto. Other than as would not have a Material Adverse Effect, all such registrations have been filed, prosecuted and obtained in accordance with all applicable legal requirements and are currently in effect and in compliance with all applicable legal requirements. No registration of Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment cancellation, expungement or lapse would not have a Material Adverse Effect;

 

  (ww)

other than as disclosed in the Disclosure Documents, none of the directors, officers or employees of the Corporation or any Subsidiary, any person who owns, directly or indirectly, more than 10% of any class of securities of the Corporation or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation or any Subsidiary, except as disclosed in the Financial Statements or related management’s discussion and analysis;

 

  (xx)

the Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation or any Subsidiary;

 

  (yy)

none of the Corporation or any of the Subsidiaries is a party to, bound by or, to the knowledge of the Corporation, affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Corporation or any of its Subsidiaries to compete in any line of business, transfer or move

 

24


 

any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the Corporation or any of its Subsidiaries;

 

  (zz)

the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, of which, as at the date hereof (prior to the completion of the Offering), 123,079,151 Common Shares and no preferred shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. In addition, 29,716,148 Common Shares are reserved for issuance upon the exercise of an aggregate of 16,440,364 common share purchase warrants 13,275,784 options and Nil restricted share units. Other than as disclosed in this paragraph, there are no outstanding rights, warrants, options, convertible debt or any other securities or rights capable of being converted into, or exchanged or exercised for, any Common Shares of the Corporation;

 

  (aaa)

AST Trust Company (Canada) at its principal offices in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Common Shares;

 

  (bbb)

the issue of the Offered Securities will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject that has not been waived. No holder of outstanding Common Shares is at the Closing Time or will be following the Closing Time entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation;

 

  (ccc)

with respect to each of the Leased Premises, the Corporation and the Subsidiaries, as applicable, occupy the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation or a Subsidiary, as applicable, occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases;

 

  (ddd)

none of the Corporation or any of the Subsidiaries is and has ever been in material violation of, in connection with the ownership, use, maintenance or operation of the property and assets thereof, any Environmental Laws;

 

  (eee)

the Corporation and the Subsidiaries have all Environmental Permits and are in compliance with any material requirements thereof;

 

  (fff)

there are no pending or, to the knowledge of the Corporation, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Corporation or any of its Subsidiaries, which if determined adversely, would reasonably be expected to have a Material Adverse Effect;

 

  (ggg)

the Corporation and the Subsidiaries have not used the Leased Premises, the Arkansas Project or the California Project, or any facility which it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials;

 

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  (hhh)

as of the date hereof, there are no past unresolved, pending or threatened claims, complaints, notices or requests for information with respect to any alleged violation of any law, statute, order, regulation, ordinance or decree and no conditions exist at, on or under any Leased Premises, the Arkansas Project or the California Project which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have a Material Adverse Effect with respect to the Corporation or the Subsidiaries;

 

  (iii)

there are no environmental audits, evaluations, assessments, studies or tests being conducted by the Corporation or any Subsidiary or to the knowledge of the Corporation, by any third party, in connection with the material property or assets of the Corporation or any Subsidiary or otherwise relating to the Corporation or the Subsidiaries, except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course including ordinary audits required by applicable regulations in order to process environmental permits;

 

  (jjj)

the Corporation does not have any knowledge of any claim or basis for any claim that might or could adversely affect the right of the Corporation or the Subsidiaries to use, transfer or otherwise exploit the Arkansas Project or the California Project pursuant to their option agreements, leases, licenses and/or permits in the ordinary course of their respective businesses;

 

  (kkk)

other than as disclosed in the Disclosure Documents, the Corporation is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation or the Subsidiaries presently in force or, to its knowledge, proposed to be brought into force, or any pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Corporation or any Subsidiary presently in force, that the Corporation anticipates the Corporation or any Subsidiary will be unable to comply with or which could reasonably be expected to materially adversely affect the business of the Corporation or a Subsidiary or the business environment or legal environment under which such entity operates;

 

  (lll)

the Corporation and each Subsidiary is in compliance with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect;

 

  (mmm)

none of the Corporation or any Subsidiary, any employee or agent thereof, has made any unlawful contribution or other payment to any official of, or candidate for, any federal, state, provincial or foreign office, or failed to disclose fully any contribution, in violation of any law, or made any payment to any foreign, Canadian, governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;

 

  (nnn)

all information which has been prepared by the Corporation relating to the Corporation, the Subsidiaries and their respective business, properties and liabilities and made available to the Agents was, as of the date of such information and is as of the date hereof, true and correct in all material respects, taken as a whole, does not contain a misrepresentation and

 

26


 

no fact or facts have been omitted therefrom which would make such information materially misleading;

 

  (ooo)

the Corporation has not withheld from the Agents any material fact relating to the Corporation, any Subsidiary or the Offering;

 

  (ppp)

the minute books and corporate records of the Corporation and the Subsidiaries for the period from incorporation or formation to the date hereof made available to the Agents contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, members and the directors (or any committee thereof) thereof and there have been no other meetings, resolutions or proceedings of the shareholders, members or directors of the Corporation or the Subsidiaries to the date hereof not reflected in such corporate records, other than those which are not material to the Corporation or the Subsidiaries, as the case may be;

 

  (qqq)

other than the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated by this Agreement;

 

  (rrr)

other than the Corporation, there is no person that is or will be entitled to demand the proceeds of this Offering under the terms of any agreement or instrument to which the Corporation is party (including any Debt Instrument or Material Agreement) or otherwise;

 

  (sss)

neither the Corporation nor any Subsidiary, nor, to the Corporation’s knowledge, any of their affiliates, directors or officers or any agents, employee or affiliate of the Corporation or any Subsidiary, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of applicable laws relating to terrorism, money laundering and proceeds of crime, including the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder or any other similar anticorruption law to which the Corporation or any Subsidiary may be subject (collectively, the “Acts”), including, without limitation, making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment or making use of the mails or any means or instrumentality of interstate commerce in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value or benefit to any “foreign official” or “public official” (as such terms are defined in the applicable Acts) or any foreign political party or official thereof or any candidate for foreign political office, or any third party or any other person to the benefit of the foregoing, in contravention of the Acts, and the Corporation, each Subsidiary, and their affiliates have conducted their businesses in compliance with the Acts and will implement and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance therewith;

 

  (ttt)

to the knowledge of the Corporation, the operations of the Corporation and each Subsidiary have been conducted at all times in compliance with the applicable federal and state laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including the financial recordkeeping and reporting requirements of The Bank Secrecy Act of 1970 (United States), as amended; Executive Order No. 13224 on Terrorist Financing (United States), effective September 24, 2001 (the “Executive Order”); the Foreign Corrupt Practices Act of 1977 (United States), as amended; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001

 

27


 

(United States), and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), and neither of the Corporation nor any Subsidiary is (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person with which the Corporation or the Subsidiaries are prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Laws; (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or any other person (including any foreign country and any national of such country) with whom the United States Treasury Department prohibits doing business in accordance with OFAC regulations. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or the Subsidiary with respect to Anti-Terrorism Laws is pending or, to the knowledge of the Corporation or any Subsidiary, threatened;

 

  (uuu)

the Corporation (i) has not made any significant acquisitions as such term is defined in Part 8 of NI 51-102 in its current financial year or prior financial years in respect of which historical and/or pro forma financial statements or other information would be required to be included or incorporated by reference into the Prospectus and for which a business acquisition report has not been filed under NI 51-102, (ii) has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for purposes of Part 8 of NI 51-102, and (iii) there are no proposed acquisitions by the Corporation that have progressed to the state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Final Prospectus;

 

  (vvv)

the Corporation is as of the date hereof an Eligible Issuer in the Qualifying Provinces and, on the dates of and upon filing of the Preliminary Prospectus and the Final Prospectus, will be an Eligible Issuer in the Qualifying Provinces and there will be no documents required to be filed under Canadian Securities Laws in connection with the Offering of the Offered Securities that will not have been filed as required as at those respective dates;

 

  (www)

neither the Corporation, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Corporation for purposes of any applicable shareholder approval provisions of any stock exchange or public market on which any of the securities of the Company are listed or designated;

 

  (www)

the Offered Securities qualify as qualified investments as described in the Preliminary Prospectus under the heading “Eligibility for Investment” and the Corporation will not take or permit any action within its control which would cause the Offered Securities to cease to be qualified, during the period of distribution of the Offered Securities, as qualified investments to the extent so described in the Prospectus; and

 

  (xxx)

all statements made in the Prospectus describing the Offered Securities and the respective attributes thereof are complete and accurate in all material respects.

 

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Section 9

Distribution of the Offered Securities

 

(1)

The Agents shall, and shall require any Selling Firm to agree to, comply with Canadian Securities Laws and U.S. Securities Laws in connection with the distribution of the Offered Securities and shall offer the Offered Securities for sale, only in the Qualifying Provinces and the United States where they may lawfully be offered for sale, directly and through Selling Firms the terms and conditions set out in the Final Prospectus and this Agreement. The Agents shall, and shall require any Selling Firm to agree to, offer for sale and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold in accordance with Section 2, and shall seek the prior consent of the Corporation, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Provinces and the United States where the Offered Securities are to be offered and sold, provided that such offer and sale will not require the Corporation to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Agents shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to arrange for the sale of the Offered Securities as soon as reasonably practicable but in any event no later than 90 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Securities, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date, notify the Corporation thereof and provide the Corporation with a breakdown of the number of Offered Securities distributed in each of the Qualifying Provinces and in any other Offering Jurisdictions.

 

(2)

The Agents and any Selling Firm shall be entitled to arrange for the sale of the Initial Shares and Additional Shares to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws, and in other jurisdictions in accordance with any applicable securities and other laws in the jurisdictions in which the Agents and/or Selling Firms offer the Offered Securities. Any arrangement to sell the Initial Shares and Additional Shares to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons will be made in accordance with Schedule A hereto.

 

(3)

For the purposes of this Section 9, the Agents shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Province where a Final Receipt or similar document for the Final Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission following the filing of the Final Prospectus unless otherwise notified in writing by the Corporation.

 

(4)

During the distribution of the Offered Securities, other than the Offering Documents, the press release announcing the Offering, and the marketing materials (provided such marketing materials are in compliance with the provisions of this Section 9(4)), the Agents shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Securities. The Corporation and the Agents, on a several basis, each covenant and agree (i) not to provide any potential investor of Offered Securities with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Securities, (ii) not to provide any potential investor in the Qualifying Provinces with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than (A) such marketing materials that have been approved by the Corporation and filed in accordance with NI 44-101, (B) the Preliminary Prospectus, the Final Prospectus and

 

29


 

any Supplementary Material, and (C) any “standard term sheets” (within the meaning of Canadian Securities Laws) approved in writing by the Corporation and the Agents, and (iii) that any marketing materials approved and filed in accordance with NI 44-101 and any standard term sheets approved in writing by the Corporation and the Agents shall only be provided to potential investors in the Qualifying Provinces.

 

(4)

Notwithstanding the foregoing provisions of this Section 9, an Agent will not be liable to the Corporation under this Section 9 or Schedule A with respect to a default under this Section 9 or Schedule A by another Agent or another Agent’s U.S. Affiliate or any Selling Firm appointed by another Agent. However, each Agent shall be liable to the Corporation under this Agreement (including this Section 9) or Schedule A with respect to any breach by it, its U.S. Affiliate or any Selling Firm appointed by it of this Agreement (including this Section 9) or of the selling restrictions set forth in Schedule A.

 

(5)

Neither the Corporation, nor the Agents or their U.S. Affiliates, shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable Laws or stock exchange rules. For greater certainty, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review and comment by the Agents and the Agents’ counsel prior to issuance, provided that any such review will be completed in a timely manner, and the Corporation will incorporate in such press releases all reasonable comments of the Agents. To deal with the possibility that the Initial Shares and Additional Shares may be sold to persons that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, any such press release shall contain, in substantially the following form, a legend and comply with Rule 135e under the U.S. Securities Act:

“THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.”

In addition, such press releases shall also include the following language:

“The securities have not been and will not be registered under the United States Securities Act of

1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.”

 

Section 10

Covenants of the Corporation

 

(1)

The Corporation hereby covenants to the Agents, and acknowledges that each of them is relying on such covenants in connection with the arrangement of sale of the Offered Securities, that it will:

 

  (a)

promptly provide to the Agents and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Initial Shares, drafts of any filings to be made with any securities exchange or regulatory body in Canada or the United States or any other jurisdiction by the Corporation or the Subsidiaries of information relating to

 

30


 

the Offering or pursuant to the Corporation’s or the Subsidiaries’ continuous disclosure obligations under applicable Canadian Securities Laws for review by the Agents and their counsel prior to filing, and give the Agents and their counsel a reasonable opportunity to provide comments on such filing, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws or U.S. Securities Laws;

 

  (b)

advise the Agents, promptly after receiving notice thereof, of the time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor from the Securities Commissions have been obtained and will provide evidence satisfactory to the Agents of each such filing and copies of such receipts;

 

  (c)

advise the Agents, promptly after receiving notice or obtaining knowledge of: (i) the issuance by any Securities Commission of any order suspending or preventing the use of any of the Offering Documents or suspending or seeking to suspend the trading of the Offered Securities; (ii) the suspension of the qualification of the Offered Securities for distribution in any of the Qualifying Provinces; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Securities Commission for amending or supplementing any of the Offering Documents or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order or any suspension respectively referred to in (i) or (ii) above and, if any such order is issued, to obtain the withdrawal thereof promptly or if any such suspension occurs, to promptly remedy such suspension in accordance with this Agreement;

 

  (d)

prior to the Closing Date or Option Closing Date, as applicable, make all reasonable arrangements that are within the control of the Corporation for the electronic deposit of the Common Shares comprising the Initial Shares and Additional Shares, as the case may be, pursuant to the non-certificated issue system of CDS on the Closing Date or Option Closing Date, as applicable. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS in connection with the initial or additional transfers as may be required in the course of the distribution of the Initial Shares and Additional Shares shall be borne by the Corporation;

 

  (e)

use its commercially reasonable efforts to remain, and to cause each of the Subsidiaries to remain, until the day following the Option Closing Date, a corporation validly subsisting under the laws of its jurisdiction of incorporation or amalgamation, and to be duly licensed, registered or qualified as an extra-provincial or foreign corporation or entity in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and to carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that this clause shall not be construed as limiting or restricting the directors from complying with their fiduciary obligations to the Corporation, or the Corporation from completing a consolidation, amalgamation, merger, arrangement, business combination, sale of all or substantially all of the Corporation’s assets, takeover bid, merger or other similar transaction;

 

  (f)

use its commercially reasonable efforts to maintain:

 

  (i)

its status as a “reporting issuer” under Canadian Securities Laws and not in default of any requirement of such Canadian Securities Laws, until the day following the Option Closing Date; and

 

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  (ii)

the listing of the Common Shares issuable pursuant to the Offering on the TSX-V or such other recognized stock exchange or quotation system as Roth USA, on behalf of the Agents, may approve (acting reasonably), until the day following the Option Closing Date,

provided that (A) the foregoing is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation; and (B) the Corporation shall not be required to comply with this Section 10 following the completion of an arrangement, business combination, sale of all or substantially all of the Corporation’s assets, take-over bid, merger or other similar transaction;

 

  (g)

apply the net proceeds from the issue and sale of the Offered Securities in accordance with the disclosure set out under the heading “Use of Proceeds” in the Final Prospectus, subject to any qualifications set out therein;

 

  (h)

deliver to the Agents, as soon as practicable after the Final Prospectus and any Supplementary Material are prepared, the U.S. Placement Memorandum, incorporating the Final Prospectus or Supplementary Material, as the case may be, prepared for use in connection with the offer and sale of the Offered Securities to purchasers that are, or are acting for the account or benefit of, persons in the United States and U.S. Persons in compliance with the provisions of Schedule A;

 

  (i)

prior to the Closing Date or Option Closing Date, as the case may be, will promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Agents may reasonably require from time to time for the purpose of giving effect this Agreement and the transactions contemplated hereby, including to the Offering, and take all such steps as may be reasonably required within its power to implement to the full extent the provisions, and to satisfy the conditions, of this Agreement as it relates to the sale and issuance of Offered Securities;

 

  (j)

on or before the time of filing the Final Prospectus provide to the Agents a copy of the conditional listing approval of the Common Shares on the TSX-V;

 

  (k)

forthwith notify the Agents of the breach of any covenant of this Agreement in any material respect by the Corporation, or upon the Corporation becoming aware that any representation or warranty of the Corporation contained in this Agreement or any document, instrument, certificate or other agreement delivered pursuant hereto is or was untrue or inaccurate in any material respect at the time such representation or warranty was made;

 

  (l)

subject to compliance with Canadian Securities Laws, not, at any time prior to the Closing of the Offering, halt the trading of the Common Shares on the TSX-V without the prior written consent of Roth USA, on behalf of the Agents (such consent not to be unreasonably withheld or delayed);

 

  (m)

ensure that, at the Closing Time, the Common Shares are duly authorized and validly created and, upon receipt of full payment therefor, are issued as fully paid and non-assessable shares in the capital of the Corporation and shall have attributes corresponding

 

32


 

in all material respects to the description thereof set forth in this Agreement and the Prospectus;

 

  (n)

prior to the Closing Date or Option Closing Date, as the case may be, make available management of the Corporation for meetings with investors as scheduled by the Agents, acting reasonably;

 

  (o)

for the period of 30 days following the Closing Date, not to, directly or indirectly, offer, issue, sell or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation without the prior written consent of Roth USA (such consent not to be unreasonably withheld), except in conjunction with: (A) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided any such securities are issued with an exercise price that is not less than the Issue Price; (B) the exercise of outstanding warrants; (C) obligations of the Corporation in respect of existing agreements; (D) the issuance of securities in connection acquisitions in the normal course of business; and (E) the issuance of securities to strategic investors.

 

  (p)

prior to the Closing Time on the Closing Date, cause each of the senior officers and directors of the Corporation to enter into a lock-up undertaking in favour of the Agents pursuant to which such shareholder and each of such shareholders’ associated and affiliates shall agree, for a period of 30 days after the Closing Date, not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership thereof, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than: (A) in connection with the payment of withholding taxes upon exercise of outstanding stock options; or (B) in order to accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination transaction; and

 

  (v)

use its commercially reasonable efforts to have the Common Shares posted and listed for trading on the TSX-V upon issuance (or if the Common Shares are no longer traded on the TSX-V, on such other exchange as the Common Shares are then traded) as soon as possible following the Closing.

 

Section 11

Closing Conditions

 

(1)

The Agents’ obligations to arrange for the sale of the Initial Shares at the Closing Time on the Closing Date shall be subject to the following conditions, which conditions are for the sole benefit of the Agents and may be waived, in writing, in whole or in part by the Agents in their sole discretion:

 

  (a)

the Agents shall have received at the Closing Time favourable legal opinions, dated the Closing Date, addressed to the Agents, in form and substance satisfactory to the Agents,

 

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acting reasonably, from counsel to the Corporation and such local counsel in such Qualifying Provinces where the Corporation’s counsel is not qualified to practice law as are acceptable to the Agents, and all of such counsel may rely upon, only as to matters of fact, certificates of public officials and officers of the Corporation, and letters from stock exchange representatives and transfer agents, with respect to the following matters:

 

  (i)

the Corporation is a corporation existing under the Canada Business Corporations Act and has all requisite corporate power, capacity and authority to carry on its business and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement, including to offer, issue, sell and deliver the Initial Shares and the Additional Shares and to grant the Over- Allotment Option;

 

  (iii)

the Corporation is a “reporting issuer”, or its equivalent, in each of the Qualifying Provinces and it is not listed as in default of Canadian Securities Laws in any of the Qualifying Provinces which maintain such a list;

 

  (iv)

as to the authorized share capital of the Corporation, and as to the number of issued and outstanding shares in the capital of the Corporation;

 

  (v)

the Common Shares partially comprising the Initial Shares have been duly authorized and issued and upon receipt by the Corporation of payment therefor by the Agents as provided by this Agreement will be validly issued and outstanding as fully-paid and non-assessable Common Shares in the capital of the Corporation, and the Additional Shares have been duly authorized, reserved and allotted for issuance and, upon receipt by the Corporation of payment therefor by the Agents as provided by this Agreement, will be validly issued and outstanding as fully paid and non-assessable Common Shares in the capital of the Corporation;

 

  (vi)

all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus and the filing thereof with the Securities Commissions under the Canadian Securities Laws in each of the Qualifying Provinces;

 

  (xi)

all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Transaction Documents and the performance of the Corporation’s obligations hereunder and thereunder, including to offer, issue, sell and deliver the Initial Shares and the Additional Securities, and this Agreement has each been duly authorized, executed and delivered by the Corporation, and constitute a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to customary qualification for enforceability;

 

  (xii)

the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder and the issuance and sale of the Offered Securities does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) the laws of the Province of British Columbia and the federal laws of Canada applicable therein; or (B) the constating

 

34


 

documents of the Corporation or any resolution of any of the Corporation’s directors (or committees of directors) or shareholders;

 

  (xiii)

all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits, consents and authorizations of the Securities Commissions required under Canadian Securities Laws have been obtained, in each case by the Corporation, to qualify the distribution of the Offered Securities and the Over-Allotment Option in each of the Qualifying Provinces through investment dealers or brokers duly registered in such categories under the applicable Laws of the Qualifying Provinces who have complied with the relevant provisions of such applicable Laws;

 

  (xiv)

subject only to customary post-closing conditions imposed by the TSX-V, the Common Shares have been approved for listing on the TSX-V;

 

  (xv)

that the attributes of the Offered Securities conform in all material respects with the descriptions thereof in the Final Prospectus;

 

  (xvi)

the form of definitive certificates representing the Common Shares have been duly approved and adopted by the Corporation and comply with applicable Law and the articles and the by-laws of the Corporation;

 

  (xvii)

as to the accuracy of the statements under “Eligibility for Investment” and “Certain Canadian Federal Tax Considerations” in the Final Prospectus, in so far as they purport to describe the provisions of the laws referred to therein, are fair and accurate summaries of the matters discussed therein, subject to the assumptions, qualifications, limitations and restrictions set out therein; and

 

  (xviii)

AST Trust Company (Canada), at its principal offices in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Common Shares;

 

  (b)

the Agents shall have received at the Closing Time from counsel to the Subsidiaries favourable legal opinions, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date and addressed to the Agents, with respect to the following matters:

 

  (i)

the incorporation and subsistence of the Subsidiary;

 

  (ii)

the power and capacity of the Subsidiary to carry on its business as presently carried on, to own, lease and operate its properties and assets; and

 

  (iii)

the authorized and issued share capital or membership interests, as applicable, for the Subsidiary and the ownership of the outstanding share capital for the Subsidiary;

 

  (c)

the Agents shall have received at the Closing Time from counsel to the Corporation favourable legal opinions, in form and substance satisfactory to the Agents, acting reasonably, dated as of the Closing Date and addressed to the Agents, as to title to the Arkansas Project and the Corporation’s interest therein;

 

35


  (d)

if any Offered Securities are sold to, or for the account or benefit of, persons in the United States and U.S. Persons, the Agents shall have received at the Closing Time from the Dorsey & Whitney LLP, the special United States counsel to the Corporation, a favourable legal opinion, in form and substance satisfactory to the Agents, acting reasonably, dated the Closing Date and addressed to the Agents, that the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons are not required to be registered under the U.S. Securities Act if made in accordance with this Agreement, including the attached Schedule A; it being understood that such counsel need not express its opinion with respect to any resale of the Offered Securities;

 

  (e)

the Corporation shall have received a Preliminary Receipt and a Final Receipt qualifying the Offered Securities for distribution in the Qualifying Provinces, and neither the Preliminary Receipt nor the Final Receipt shall be invalid or have been revoked or rescinded by any Securities Commission;

 

  (f)

the Agents shall have received at the Closing Time a certificate dated the Closing Date and signed on behalf of the Corporation by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may agree, addressed to the Agents, certifying for and on behalf of the Corporation, after due inquiry, but without personal liability, that:

 

  (g)

no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Common Shares) or prohibiting the issue and sale of the Offered Securities or any of the Corporation’s issued securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened by any regulatory authority;

 

  (h)

since the date of the Final Prospectus: (A) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, properties, prospects (as described in the Offering Documents), liabilities (contingent or otherwise), capital, earnings and financial condition of the Corporation; and (B) no material transactions have been entered into by the Corporation other than in the ordinary course of business;

 

  (i)

the Corporation has complied in all material respects (except where already qualified by a materiality or Material Adverse Effect qualification, in which case the Corporation has complied in all respects) with all the terms, covenants and satisfied in all material respects (except where already qualified by a materiality or Material Adverse Effect qualification, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; and

 

  (j)

the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time after giving effect to the transactions contemplated hereby;

 

36


  (g)

the Agents shall have received a certificate dated the Closing Date, signed by an appropriate officer or officers of the Corporation addressed to the Agents, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to the Transaction Documents and otherwise pertaining to the sale of the Offered Securities, the grant of the Over-Allotment Option, and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agents may reasonably request;

 

  (h)

the Agents shall have received a certificate of compliance (or equivalent) with respect to the jurisdiction in which the Corporation and each Subsidiary is in existence, as the case may be;

 

  (i)

the Agents shall have received satisfactory evidence that all requisite approvals have been obtained by the Corporation in order to complete the Offering;

 

  (j)

the Transaction Documents shall have been executed and delivered by the Corporation and in form and substance satisfactory to the Agents, acting reasonably;

 

  (k)

the Agents shall have received a certificate from AST Trust Company (Canada) as to the number of Common Shares issued and outstanding as at a date not more than two Business Days prior to the Closing Date;

 

  (l)

the Agents shall have received at the Closing Time a “bring down” comfort letter dated the Closing Date from the Corporation’s Auditors, Manning Elliott LLP, addressed to the Agents and the board of directors of the Corporation, in form and substance satisfactory to the Agents and their counsel, acting reasonably, confirming the continued accuracy of the comfort letter to be delivered to the Agents pursuant to subsection 3.(1)(c) with such changes as may be necessary to bring the information therein forward to a date which is no earlier than two Business Days prior to the Closing Date, provided that such changes must be acceptable to the Agents acting reasonably;

 

  (m)

the Agents shall have received at the Closing Time such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Agents, as the Agents may reasonably request;

 

  (n)

the Corporation shall have fulfilled each of the covenants contained in this Agreement to the satisfaction of each of the Agents, acting reasonably;

 

  (o)

the Agents shall have received the executed the lock-up agreements required pursuant to subsection 10(1)(u) from each director and senior officer of the Corporation;

 

  (p)

there shall not be any misrepresentations in any of the Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum or any Supplementary Material or any undisclosed material adverse change or undisclosed material facts relating to the Corporation, the Subsidiaries or the Offered Securities.

 

Section 12

Closing

 

(1)

The Closing of the sale of the Offered Securities will be completed at the Closing Time on the Closing Date or Option Closing Date, as applicable, at the offices of the Corporation’s counsel, or at any other place determined in writing by the Corporation and Roth USA.

 

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(2)

At the Closing Time on the Closing Date, the Corporation will deliver to Roth USA on behalf of the Agents:

 

  (a)

certificates representing the Common Shares comprising the Initial Shares to be issued and sold by it on the Closing Date registered in the name of “CDS & Co.” for deposit into the book entry only system administered by CDS Clearing and Depository Services Inc. (“CDS”) or, alternatively, the Corporation shall deliver to the Agents in uncertificated form pursuant to the non-certificated inventory system of CDS the Common Shares comprising the Initial Shares to be issued and sold by it on the Closing Date registered in the name of “CDS & Co.”; and

 

  (b)

such further documentation as may be contemplated herein or as the Securities Commissions or TSX-V may reasonably require,

against payment by Roth USA on behalf of the Agents of the aggregate Issue Price for the Initial Shares by wire transfer to the order of the Corporation in Canadian same day funds or by such other method as the Corporation and the Agents may agree upon; provided that Roth USA shall be entitled to set off against and deduct from the aggregate Issue Price, the Agents Fees payable by the Corporation in respect of the sale of the Initial Shares together with the estimated expenses of the Agents payable by the Corporation as contemplated in Section 16 hereof.

 

(3)

In the event the Over-Allotment Option is exercised in accordance with its terms, the Corporation will, at each Option Closing Time, deliver to Roth USA, on behalf of the Agents:

 

  (a)

certificates representing the Additional Shares to be issued and sold by it on such Option Closing Time registered in the name of “CDS & Co.” for deposit into the book entry only system administered by CDS or, alternatively, the Corporation shall deliver to the Agents in uncertificated form pursuant to the non-certificated inventory system of CDS the Additional Shares to be issued and sold on such Option Closing Time registered in the name of “CDS & Co.”;

 

  (b)

the items listed in subsections 11(1)(a), 11(1)(f) and 11(1)(l), in each case dated the Option Closing Date, together with such further documentation as may be contemplated herein or as the Securities Commissions or TSX-V may reasonably require,

against payment to the Corporation by Roth USA on behalf of the Agents of the aggregate purchase price for such Additional Securities by wire transfer to the order of the Corporation in Canadian same day funds or by such other method as the Corporation and the Agents may agree upon; provided that Roth USA shall be entitled to set off against and deduct from the aggregate purchase price for the Additional Securities, the Agents Fees payable by the Corporation in respect of the sale of the Additional Securities together with the estimated expenses of the Agents payable by the Corporation as contemplated in Section 16 hereof.

 

(4)

The Corporation shall make all necessary arrangements for the exchange of definitive certificates delivered pursuant to subsection 12(2)(a) or subsection 12(3)(a), as applicable, on the date of delivery, at the principal offices of the registrar of the Corporation in the City of Vancouver for certificates representing the Common Shares comprising the Initial Shares and the Additional Shares in such amounts and registered in such names as shall be designated by Roth USA not less than 48 hours prior to the Closing Time or Option Closing Time, as applicable. The Corporation

 

38


 

shall pay all fees and expenses payable to or incurred by the registrar of the Corporation in connection with the preparation, delivery, certification and exchange of the definitive certificates contemplated by this subsection 12(4) and the fees and expenses payable to or incurred by the registrar of the Corporation in connection with such additional transfers required in the course of the distribution of the Initial Shares and any Additional Shares.

 

Section 13

Termination

 

(1)

All terms and conditions set out in this Agreement will be construed as conditions, and any breach or failure by the Corporation to comply with any such conditions in favour of the Agents in any material respect will entitle the Agents (or any of them) to terminate their obligations under this Agreement by written notice to that effect given to the Corporation prior to the Closing Time. The Corporation will use commercially reasonable efforts to cause all conditions in this Agreement to be satisfied. It is understood that the Agents may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non-compliance, provided that, to be binding on an Agent, any such waiver or extension must be in writing and signed by such Agent.

 

(2)

The Agents (or any of them) will be entitled, at their option, to terminate and cancel, without any liability on the part of the Agents, their obligations under this Agreement to purchase the Offered Securities pursuant to the Offering by giving written notice to the Corporation at any time prior to the Closing Time:

 

  (a)

if the due diligence investigations performed by the Agents or their representatives reveal any material information or fact which, in the reasonable opinion of the Agents is materially adverse to the Corporation or its business, or materially adversely affects the price or value of the Common Shares;

 

  (b)

if any inquiry, action, suit, investigation or other proceeding (whether formal or informal), including matters of regulatory transgression or unlawful conduct, is commenced, announced or threatened or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the TSX-V or any securities regulatory authority) or there is any enactment or change in any law, rule or regulation, or the interpretation or administration thereof, which, in the reasonable opinion of the Agents (or any of them), could operate to prevent, materially restrict or otherwise seriously adversely affect the distribution or trading of the Common Shares or the market price or value of the Common Shares;

 

  (c)

if there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Agents (or any of them), seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the United States, the business, affairs, operations, assets, properties, prospects (as described in the Offering Documents), liabilities (contingent or otherwise), capital, earnings and financial condition of the Corporation or its subsidiaries (taken as a whole) or the marketability of the Common Shares or other securities of the Corporation;

 

39


  (d)

if there shall occur or come into effect any material change in the business, affairs, operations, assets, properties, prospects (as described in the Offering Documents), liabilities (contingent or otherwise), capital, earnings and financial condition of the Corporation or its subsidiaries (taken as a whole), or any change in any material fact or new material fact, or there should be discovered any previously undisclosed fact which, in each case, in the reasonable opinion of the Agents (or any of them), has or could reasonably be expected to have a significant adverse effect on the market price or value or marketability of the Common Shares or other securities of the Corporation;

 

  (e)

any order shall have been made or threatened to cease or suspend trading in the Shares, or to otherwise prohibit or restrict in any manner the distribution or trading of the securities of the Corporation, including the Offered Securities, or proceedings are announced or commenced for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the TSX-V, which order has not been rescinded, revoked or withdrawn;

 

  (f)

if the Corporation is in breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Corporation becomes or is false;

 

  (g)

if, after the date hereof and prior to the Closing Time, the state of the financial markets in Canada or elsewhere where it is planned to market the securities is such that in the reasonable opinion of the Agents, the Offered Securities cannot be profitably marketed; or

 

  (e)

if a receipt for the Final Prospectus has not been issued by the earlier of (i) 5:00 p.m. (PST) on March 2, 2021, or (ii) the expiry of the Engagement letter, or (iii) such other date as may be agreed to between the Corporation and Roth USA, acting reasonably.

 

(3)

The rights of termination contained in this Section 13 may be exercised by any of the Agents and are in addition to any other rights or remedies the Agents (or any of them) may have in respect of any of the matters contemplated by this Agreement or otherwise. Any such termination shall not discharge or otherwise affect any obligation or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. If the obligations of the Agents are terminated under this Agreement pursuant to the termination rights provided for in this Section 13, the Corporation’s liabilities to the Agents shall be limited to the Corporation’s obligations under the indemnity, contribution and expense provisions of this Agreement. A notice of termination given by one Agent under this Section 13 shall not be binding upon any other Agent who has not also executed such notice.

(4)        If the Agents terminate this Agreement pursuant to this section there shall be no further liability on the part of the Agents or of the Corporation to the Agents except in respect of any liability which may have arisen or may thereafter arise under Sections 13, 14, 15 or 16 hereof.

 

Section 14

Indemnity

 

(1)

The Corporation shall indemnify and hold harmless each of the Agents and Selling Firms (if any) and each of their respective subsidiaries and affiliates and each of their respective directors, officers, employees, partners, agents, shareholders, each other person, if any, controlling the Agents, or any of their subsidiaries and affiliates (collectively, the “Indemnified Parties” and

 

40


 

individually, an “Indemnified Party”), from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel but not including any amount for lost profits (collectively, the “Losses”) that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any action, suit, proceeding, investigation or claim that may be made or threatened by any person or in enforcing this indemnity (collectively the “Claims”) insofar as the Claims relate to, are caused by, result from or in consequence of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the Offering, whether performed before or after the date hereof, or otherwise in connection with the matters referred to in this Agreement, including, without limitation:

 

  (a)

the breach of any representation or warranty of the Corporation made in any agreement, certificate, document or instrument delivered pursuant to this Agreement or the failure of the Corporation to comply with any of its obligations in any such agreement, certificate, document or instrument or any omission or alleged omission to state in any such agreement, certificate, document or instrument any fact required to be stated in or necessary to make any statement in such agreement, certificate, document or instrument not misleading in light of the circumstances under which it was made;

 

  (b)

any information or statement (except any information or statement relating solely to the Agents or any of them and furnished in writing by the Agents to the Corporation for use therein) in any of the Offering Documents containing or being alleged to contain a misrepresentation or being or being alleged to be untrue, or based upon any omission or alleged omission to state in any such document any material fact (other than a material fact relating solely to the Agents) required to be stated in any of those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

 

  (c)

any order made or any inquiry, investigation or proceeding commenced, threatened or announced by any Governmental Authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating solely to the Agents or any of them and furnished in writing by the Agents to the Corporation for use therein) contained in any of the Offering Documents or any other document or material filed or delivered on behalf of the Corporation pursuant to this Agreement, preventing or restricting the trading in or the sale or distribution of the Offered Securities or any other securities of the Corporation;

 

  (d)

the non-compliance by the Corporation with any Canadian Securities Laws or U.S. Securities Laws in connection with the Offering, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection;

 

  (e)

any misrepresentation or alleged misrepresentation made by the Corporation in connection with the Offering, whether oral or written, where such misrepresentation gives rise to any liability under any statute in any jurisdiction which is in force on the date of this Agreement;

 

  (f)

any breach of any representation or warranty of the Corporation contained herein or the failure of the Corporation to comply with any of its covenants or other obligations

 

41


 

contained herein or to satisfy any conditions contained herein required to be satisfied by the Corporation; or

 

  (g)

any failure or alleged failure to make timely disclosure of a material change by the Corporation, where such failure or alleged failure occurs during the Offering or during the period of distribution or where such failure relates to the Offering or the Offered Securities and may give or gives rise to any liability under any Law in any jurisdiction which is in force on the date of this Agreement.

 

(2)

The Corporation agrees to waive any right the Corporation may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on behalf of or in right of the Corporation for or in connection with the Offering (whether performed before or after the Corporation’s execution of this Agreement). The Corporation will not, without the prior written consent of the Agents, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought under this indemnity (whether or not any Indemnified Party is a party to such Claim) unless the Corporation has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.

 

(3)

Promptly after receiving notice of a Claim against the Agents or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agents or any such other Indemnified Party will notify the Corporation in writing of the particulars thereof, provided that the omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to any Indemnified Party unless (and only to the extent that) such failure results in forfeiture by the Corporation of substantive rights or defences.

 

(4)

The Corporation shall have 14 days after receipt of the notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense of the Claim. If the Corporation undertakes, conducts or controls the settlement or defense of the Claim, the relevant Indemnified Parties shall have the right to participate in the settlement or defense of the Claim.

 

(5)

Notwithstanding anything to the contrary contained herein, the foregoing indemnity shall cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such Losses to which the Indemnified Party may be subject were caused solely by the material breach of this Agreement, breach of applicable Laws, gross negligence, intentional fault or wilful misconduct of the Indemnified Party, and in such instance, such Indemnified Party shall reimburse an funds advanced by the Corporation to the Indemnified Party pursuant to the foregoing indemnity provisions in respect of the Claim. For greater certainty, the Corporation and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Offering Documents contained no misrepresentation shall constitute “negligence”,

 

42


 

“intentional fault” or “willful misconduct” for the purposes of this Section 14 or otherwise disentitle the Agents from indemnification hereunder.

 

(6)

The Indemnified Parties may retain counsel to separately represent the Indemnified Parties in the defense of a Claim, which shall be at the Corporation’s expense if: (i) the Corporation does not promptly assume the defense of the Claim no later than 14 days after receiving actual notice of the Claim (as set forth above); (ii) the Corporation agrees to separate representation of the Indemnified Parties; or (iii) the Indemnified Parties are advised by counsel that there is an actual or potential conflict in the Corporation’s and the Indemnified Parties’ respective interests or additional defenses are available to the Indemnified Parties, which makes representation by the same counsel inappropriate, provided that, in no event shall the Corporation be responsible for the fees of more than one separate counsel for all Indemnified Parties in any single jurisdiction.

 

(7)

The Corporation also agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Indemnified Parties shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agents, the Indemnified Parties shall have the right to employ their own counsel in connection therewith, and, subject to Section 14(6), the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents for time spent by the Indemnified Parties in connection therewith) and out-of-pocket expenses incurred by Indemnified Parties in connection therewith shall be paid by the Corporation as they occur.

 

(8)

To the extent that any Indemnified Party is not a party to this Agreement, the Agents shall obtain and hold the right and benefit of the above-noted indemnity in trust for and on behalf of such Indemnified Party.

 

(9)

The Corporation agrees to reimburse the Agents for the time spent by their personnel in connection with any Claim at their normal per diem rates.

 

(10)

The indemnity and the contribution obligations of the Corporation pursuant to Section 14 and Section 15 shall be in addition to any liability which the Corporation may otherwise have, and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation and any of the Indemnified Parties. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

 

Section 15

Contribution

 

(1)

In the event that the indemnity of the Corporation provided for in Section 14 hereof is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or is unavailable for any other reason, the Agents and the Corporation shall severally, and not jointly, contribute to the aggregate of all Claims and all Losses of the nature contemplated in Section 14 and suffered or incurred by the Indemnified Parties in proportions as is appropriate to reflect: (i) the relative benefits received by the Agents, on the one hand (being the Agents Fees), and the relative benefits received by the Corporation, as applicable, on the other hand (being the gross proceeds derived from the sale of the Offered Securities less the Agents Fees), (ii) the relative fault of the Corporation, on the one hand and the Agents on the other hand, and (iii) relevant equitable consideration; provided that the Corporation shall in any event contribute to the amount

 

43


 

paid or payable by the Indemnified Parties as a result of such Claim any excess of such amount over the amount paid or payable to the Agents or any other Indemnified Party under this Agreement. For greater certainty and notwithstanding anything to the contrary contained herein, the Agents shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Agents Fees or any portion thereof actually received. However, no party who has been determined by a court of competent jurisdiction in a final judgement to have engaged in any fraud, dishonesty, wilful misconduct or negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such intentional fault, wilful misconduct or negligence.

 

(3)

Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 15, notify such party or parties from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this Section 15, except to the extent that the party from whom contribution may be sought is materially prejudiced by such omission. The right to contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Agents may have by statute or otherwise by law.

 

(4)

The rights to indemnification and contribution provided in Section 14 and Section 15 shall be in addition to and not in derogation of any other rights which the Agents may have by statute or otherwise at Law.

 

Section 16

Expenses of the Offering

 

(1)

Whether or not the transactions contemplated herein are completed, the Corporation shall be responsible for all reasonable expenses of the Offering, including but not limited to: expenses payable in connection with the qualification of the distribution of the Offered Securities; the fees and disbursements of its accountants and auditors, technical consultants and other applicable experts; all of its costs and expenses related to roadshows and marketing activities, printing, filing, issue, sale and distribution, stock exchange approval and other regulatory compliance; all fess of CDS and the Corporation’s registrar and transfer agent; and the reasonable out-of-pocket expenses of the Agents (including, but not limited to, travel expenses in connection with due diligence and marketing activities, the reasonable fees and disbursements of the Agents’ legal counsel and all taxes payable in respect of any of the foregoing). All such fees, disbursements and expenses shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agents, or at the option of the Agents, may be deducted from the gross proceeds of the Offering otherwise payable by the Agents to the Corporation at the Closing of the Offering.

 

Section 17

No Minimum Sale Obligations

 

(1)

Subject to the terms and conditions of this Agreement, the Agents’ obligations to arrange for the sale of the Offered Securities shall be several and not joint nor joint and several and shall be limited to the percentages of the aggregate number of Offered Securities set out opposite the name of the Agents respectively below:

 

Roth Canada ULC

     70

Echelon Wealth Partners Inc.

     30
  

 

 

 
     100

 

44


(2)

If either of the Agents fails to sell its applicable percentage of the aggregate amount of the Offered Securities at the Closing Time, the other Agent shall have the right, but shall not be obligated, to sell the Offered Securities which would otherwise have been sold by the Agent which fails to sell.

 

Section 18

Actions on Behalf of the Agents and Agents Representations and Warranties

 

(1)

All steps which must or may be taken by the Agents in connection with this Agreement, with the exception of the matters relating to termination contemplated by Section 13 or matters relating to indemnity and contribution contemplated by Sections 14 and 15, may be taken by Roth USA on behalf of itself and the Agents and the execution and delivery of this Agreement by the Corporation and the Agents shall constitute the Corporation’s authority for accepting any notice, request, direction, certificate, consent or other communication from Roth USA and for delivering the Offered Securities by electronic deposit or otherwise to, or to the order of, Roth USA. Roth USA agrees to use its best efforts consult with the other Agents with respect to all material matters.

 

(2)

In performing their respective obligations under this Agreement, the Agents shall be acting severally, and not jointly nor jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Agents.

 

(3)

Each Agent hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation, the following:

 

  (a)

the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Laws so as to permit it to lawfully fulfill its obligations hereunder; and

 

  (b)

the Agents have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms.

 

Section 19

Survival of Representations, etc.

 

(1)

The representations, warranties, obligations and agreements of the Corporation contained herein and in any certificate, instrument, agreement or other document delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the sale of the Offered Securities, any subsequent disposition of the Offered Securities by the Agents or the termination of the Agents’ obligations and shall continue in full force and effect unaffected by the Closing for the later of (i) two years from the Closing date, and (ii) such maximum period of time as the Agents or any purchaser of Offered Securities under the Prospectus may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained or incorporated by reference in any of the Offering Documents pursuant to, as applicable, Canadian Securities Laws, U.S. Securities Laws, civil or common law rights or otherwise, and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in accordance with the preparation of the Offering Documents or the distribution of the Offered Securities or otherwise. Notwithstanding the prior sentence, the indemnification and contribution provisions contained in this Agreement shall survive and continue in full force and effect indefinitely. The Corporation agrees that the Agents shall not be presumed to know of the existence of a claim against the Corporation under this Agreement or any certificate, instrument, agreement or other document

 

45


 

delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities as a result of any investigation made by or on behalf of the Agents in accordance with the preparation of the Offering Documents or the distribution of the Offered Securities or otherwise.

 

Section 20

Notices

 

(1)

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

 

  (a)

if to the Corporation, to:

Standard Lithium Ltd.

Suite 835, 1100 Melville Street

Vancouver, British Columbia V6E 4A6

Attention: Robert Mintak, Chief Executive Officer

Email:       r.mintak@standardlithium.com

with a copy to (which shall not constitute notice hereunder):

Cassels Brock & Blackwell LLP

Suite 2200, HSBC Building

885 West Georgia Street

Vancouver, British Columbia V6C 3E8

Attention: Sam Cole

Email:       scole@casselsbrock.com

 

  (b)

if to the Agents, to:

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Attention: J. Barry

E-Mail:     jbarry@roth.com

Roth Canada ULC

S. 1800, 130 King Street West

Toronto, Ontario

M5X 1C9

Attention: ECM Team

E-Mail:     ecm@rothcanada.ca

Echelon Wealth Partners Inc.

1 Adelaide Street East, Suite 2100

Toronto, ON M5C 2V9

Attention: Jason Yeung

 

46


E-Mail:     jyeung@echelonpartners.com

with a copy to (which shall not constitute notice hereunder):

REVlaw

82 Richmond St. E

Toronto, Ontario M5C 1P1

Attention: Carmen Diges

Email:       cdiges@revlawfirm.com

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by e-mail transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by e-mail transmission shall be deemed to be given and received on the first Business Day following the day on which it is sent.

 

Section 21

Governing Law

 

(1)

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as a Ontario contract. The parties irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario, which will have non-exclusive jurisdiction over any matter arising out of this Agreement.

 

Section 22

Time

 

(1)

Time shall, in all respects, be of the essence hereof.

 

Section

23 Headings

 

(1)

The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

 

Section 24

Successors and Assigns

 

(1)

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the parties and their respective successors (including any successor by reason of amalgamation or arrangement) and permitted assigns and upon the heirs, executors, legal representatives, successors and permitted assigns of those for whom the Agents are contracting pursuant to Section 14. No party shall assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto.

 

Section 25

Severability

 

47


(1)

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Agreement and shall be severable from this Agreement.

 

Section 26

Public Announcement

 

(1)

The Corporation agrees that it shall not make any public announcements regarding the transactions contemplated hereunder without the prior written consent of the Agents, such consent not to be unreasonably withheld, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws or U.S. Securities Laws. The Corporation agrees that, following Closing, each of the Agents may place “tombstone” and other advertisements relating to its role in connection with the Offering.

 

Section 27

Further Assurances

 

(1)

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

 

Section 28

Miscellaneous

 

(1)

Each of the parties hereto shall be entitled to rely on delivery of a PDF copy of this Agreement and acceptance by each such party of any such PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

 

(2)

This Agreement and the other documents referred to in this Agreement constitute the entire agreement among the Agents and the Corporation relating to the subject matter of this Agreement and supersede all prior agreements among those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

 

(3)

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

 

(4)

No waiver of any provision of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.

 

(5)

In connection with the distribution of the Offered Securities, the Agents (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Agents at any time.

 

(6)

The Corporation acknowledges that each Agent is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of its trading and brokerage activities, each Agent and/or

 

48


 

any of its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities of the Corporation or any other company that may be involved in a transaction or related derivative securities.

 

(7)

The Corporation acknowledges and agrees that: (i) the arrangement of the sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Corporation and the Agents; (ii) in connection therewith and with the process leading to such transaction each Agent is acting solely as a principal and not the agent or fiduciary of the Corporation; (iii) no Agent has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is concurrently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Agreement; and (iv) the Corporation has consulted its own legal and financial advisors to the extent it deemed appropriate. The Corporation agrees that it will not claim that the Agents have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.

 

(8)

The Corporation acknowledges and agrees that all written and oral opinions, advice, analyses and materials provided by the Agents in connection with this Agreement and its engagement hereunder are intended solely for the Corporation’s benefit and the Corporation’s internal use only with respect to the Offering and the Corporation agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Agents’ prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualifications, and reservations as such Agent(s), in its/their sole judgment, deems necessary or prudent in the circumstances. The Agents expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by the Agents or any unauthorized reference to the Agents or this Agreement.

 

(9)

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

[Balance of Page Left Blank]

 

49


If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agents.

 

Yours very truly,

ROTH CAPITAL PARTNERS, LLC

Per:

 

/s/ J. Barry

 

Authorized Signing Officer

ROTH CANADA ULC

Per:

 

/s/ Ted Roth

 

Authorized Signing Officer

ECHELON WEALTH PARTNERS INC.

Per:

 

/s/ Jason Yeung

 

Authorized Signing Officer

The foregoing is hereby accepted on the terms and conditions therein set forth.

 

DATED as of 14th day of December, 2020.

STANDARD LITHIUM LTD.

Per:

 

/s/ Robert Mintak

 

Authorized Signing Officer

 

50


SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the agency agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

 

  (a)

506 Disqualification Event” means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D

 

  (b)

Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Securities;

 

  (c)

FINRA” means the Financial Industry Regulatory Authority, Inc.;

 

  (d)

Foreign Issuer” means a “foreign issuer” as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer which is: (a) the government of any foreign country or of any political subdivision of a foreign country; or (b) a corporation or other organization incorporated or organized under the laws of any foreign country, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following; (i) the majority of the executive officers or directors of the issuer are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

 

  (e)

General Solicitation” and “General Advertising” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the Internet, or broadcast over radio or television or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

 

  (f)

Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

 

  (g)

Qualified Institutional Buyer” means a “qualified institutional buyer”, as that term is defined in Rule 144A under the U.S. Securities Act, that is also an “accredited investor” as defined in Rule 501(a) of Regulation D;

 

  (h)

Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act; (i) “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

 

  (j)

 

A-1


  (k)

SEC” means the United States Securities and Exchange Commission;

 

  (l)

Securities” mean the Offered Securities and Additional Shares; and

 

A-2


  (k)

Substantial U.S. Market Interest” means “substantial U.S. market interest”, as that term is defined in Rule 902(j) of Regulation S.

 

A.

Representations, Warranties and Covenants of the Agents

Each Agent, on its own behalf, acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and the Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. Accordingly, each of the Agents, on its own behalf, represents, warrants, covenants and agrees to and with the Corporation, as at the date of this Agreement and as at the Closing Time and any Option Closing Time, that:

 

1.

(a) It has offered and sold and will offer and sell the Securities in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (b) it has offered and sold and will offer and sell the Securities through Roth USA in the United States to purchasers that are Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with similar exemptions under applicable state securities laws, and such purchaser will be required to provide an executed Qualified Institutional Buyer Letter in the form set forth as Exhibit A to the U.S. Placement Memorandum. Accordingly, except as set forth herein, the Agent has not made or will not make (i) any offer to sell or solicitation of an offer to buy any of the Securities in the United States or (ii) any sale of the Securities to any person unless (1) the offer to sell such Securities was not made in the United States, (2) such person was outside the United States at the time it placed the order to purchase such Securities, or the Agent, its affiliates and any person acting on its or their behalf reasonably believe that at the time such person placed the order to purchase such Securities such person was outside the United States; or (iii) any Directed Selling Efforts.

 

2.

The Agent, acting through Roth USA in the case of the Co-Lead Agents, may offer the Securities only to offerees in the United States with respect to which the Agent has a pre-existing relationship and has reasonable grounds to believe, and did or will believe are Qualified Institutional Buyers and at the time of each sale to such purchaser that is, or is acting for the account or benefit of, a person in the United States, the Agent, acting through Roth USA in the case of the Co-Lead Agents, will have reasonable grounds to believe and did or will believe that each such purchaser purchasing Securities is a Qualified Institutional Buyer.

 

3.

All purchasers of the Securities in the United States or who were Offered Securities in the United States shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to them in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, and in compliance with similar exemptions under applicable state securities laws.

 

4.

It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, except as may be pertinent or applicable with respect to Roth USA acting as exclusive United States placement agent, any Selling Firm or with the prior written consent of the Corporation. It shall require each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that its Selling Firm complies with, the same provisions of this Schedule as apply to such Agent as if such provisions applied to such Selling Firm.

 

A-3


5.

All offers of Securities in the United States made by it have been and will be made by Roth USA and all sales of such Securities in the United States shall be and will be made by Roth USA, in each case to Qualified Institutional Buyers in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws.

 

6.

All offers and sales of Securities have been or will be made in the United States in accordance with all applicable U.S. federal and state laws or regulations governing the registration and conduct of securities brokers or dealers and applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Roth USA is on the date hereof, and will be on the date of each offer and sale of Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of, and in good standing with, FINRA.

 

7.

Each offeree of Securities that is in the United States shall be provided with a copy of either of the U.S. Placement Memorandum containing the Preliminary Prospectus or the U.S. Placement Memorandum containing the Final Prospectus. Each purchaser of Securities that is in the United States shall be provided, prior to time of purchase of any Securities, with a copy of the U.S. Placement Memorandum containing the Final Prospectus and each such purchaser will be required to execute the Qualified Institutional Buyer Letter in the form attached as Exhibit A to the U.S. Placement Memorandum.

 

8.

At least one Business Day prior to the Closing Date and the Option Closing Date, as applicable, the Corporation and its transfer agent will be provided with a list of all purchasers of the Securities in the United States or that were offered the Securities in the United States.

 

9.

At the Closing and the Option Closing Time, as applicable, each Agent that participated in the offer and sale of Securities in the United States, will either: (i) provide a certificate, substantially in the form of Exhibit A to this Schedule “A”, relating to the manner of the offer and sale of the Securities, or (ii) be deemed to have represented and warranted that none of it or any one acting on its or their behalf has offered or sold any Securities in the United States.

 

10.

None of the Agent or any person acting on its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities.

 

11.

Neither the Agent nor its affiliates, either directly or through a person acting on its or their behalf, have engaged in or will engage in any form of General Solicitation or General Advertising in connection with the offer and sale of the Securities in the United States or have otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Securities in the United States.

 

12.

With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), if any, none of it, any of its general partners or managing members, any director or executive officer of any of the foregoing, any other officer of any of the foregoing participating in offer and sale of the Regulation D Securities, or any other officer or employee of any of the foregoing that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers of the Regulation D Securities (each, a “Dealer

 

A-4


 

Covered Person” and, together, the “Dealer Covered Persons”) is subject to any Rule 506 Disqualification Event except for a Rule 506 Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof. It has not paid and nor will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Regulation D Securities.

 

B.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Agents, as at the date of this Agreement and as at the Closing Time and any Option Closing Time, that:

 

1.

The Corporation is, and at the Closing Time and any Option Closing Time will be, a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Common Shares.

 

2.

The Corporation is not, and as a result of the sale of the Securities contemplated hereby and the application of the proceeds of the Offering will not be, an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended (the “1940 Act”), registered or required to be registered under the 1940 Act.

 

3.

Except with respect to offers and sales by the Agents through Roth USA to Qualified Institutional Buyers in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws and in compliance with this Schedule “A”, none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Agents, their affiliates, any Selling Firm and any person acting on any of their behalf, as to which no representation, warranty, covenant or agreement is made), has made or will make any offers to sell, solicitations of offers to buy or any sales of Securities. Accordingly, except as set forth herein, the Corporation has not made and will not make (i) any offer to sell or solicitation of an offer to buy any of the Securities in the United States, (ii) any sale of the Securities to any person unless (1) the offer to sell such Securities was not made in the United States, (2) such person was outside the United States at the time it placed the order to purchase such Securities, or the Corporation, its affiliates and any person acting on its or their behalf reasonably believe that, at the time such person placed the order to purchase such Securities, such person was outside the United States.

 

4.

During the period in which the Securities are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts, or has taken or will take any action in violation of Regulation M under the U.S. Exchange Act or that would cause the exemption afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Securities in the United States in accordance with this Schedule “A”, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities outside the United States in accordance with the Agency Agreement, including this Schedule “A”.

 

5.

None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Agents, their affiliates, any Selling Firm or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Securities in the United States by means of any

 

A-5


 

form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

 

6.

The U.S. Placement Memorandum (and any other material or document prepared or distributed by or on behalf of the Corporation used in connection with offers and sales of the Securities) include, or will include, statements substantially to the effect that the Securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States unless an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available. Such statements have appeared, or will appear, in the U.S. Placement Memorandum, and in any press release issued by the Corporation or anyone acting on the Corporation’s behalf relating to the Offering.

 

7.

Except with respect to the offer and sale of the Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Securities, and will not within six months after the latest of the Closing Date and any Option Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Securities and would cause the exemptions from registration pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Securities.

 

8.

The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws, including but not limited to the filing of a notice on Form D with the SEC, if applicable.

 

9.

None of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.

 

10.

With respect to Regulation D Securities, if any, none of the Corporation, any of its predecessors, any director, executive officer, or other officer of the Corporation participating in the offering, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act but excluding the Agents and their respective affiliates or any person acting on its or their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) connected with the Corporation in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to a Rule 506 Disqualification Event, except for a Rule 506 Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. The Corporation has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Rule 506 Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Agents a copy of any disclosures provided thereunder. The Corporation has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of purchasers of the Securities.

 

A-6


EXHIBIT A TO SCHEDULE A

AGENT’S CERTIFICATE

In connection with the private placement of the Securities of Standard Lithium Ltd. (the “Corporation”) in the United States pursuant to the Agency agreement dated as of December 14, 2020 between the Corporation and the Agents named therein (the “Agency Agreement”), the undersigned does hereby certify as follows:

1. Roth Capital Partners, LLC (the “U.S. Affiliate”) is on the date hereof, and was on the date of each offer and sale of the Securities made by it in the United States, a duly registered broker or dealer under the United States Securities and Exchange Act of 1934, as amended, and the securities laws of each state in which an offer or sale of Securities was made by us (unless exempted from the respective state’s broker dealer registration requirements) and a member of and in good standing with FINRA and all offers and sales of Securities in the United States by or through the U.S. Affiliate have been and will be effected in accordance with all U.S. federal and state broker dealer requirements;

2. prior to the purchase of any Securities by a person in the United States, each offeree that was, in the United States was provided with a copy of the U.S. Placement Memorandum, and no other written material, other than the U.S. Placement Memorandum and any Supplementary Material approved by the Corporation for use in presentations to prospective purchasers, was used by us in connection with the offer and sale of the Securities in the United States;

3. immediately prior to offering Securities in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each purchaser that is, or is acting for the account or benefit of, a person in the United States purchasing Securities through or from us is a Qualified Institutional Buyer;

4. no Directed Selling Efforts and no form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine, on the internet or similar media or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Securities in the United States;

5. all offers and sales of Securities in the United States have been effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements and FINRA rules;

6. prior to any sale of the Securities in the United States, we caused each such purchaser to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit A to the U.S. Placement Memorandum;

7. we have not taken nor will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act;

8. none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities, if any, or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person”), is subject to disqualification under Rule 506(d) of Regulation D;

 

B-1


9. we represent that we not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities, if any; and

10. all offers and sales of the Securities have been conducted by us in accordance with the terms of the Agency Agreement, including Schedule “A” thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement unless otherwise defined herein.

DATED this 14th day of December, 2020.

 

ROTH CANADA ULC

  By:

 

/s/ Ted Roth

 

Name:                                                                  c/s

 

Title:

ECHELON WEALTH PARTNERS INC.

  By:

 

/s/ Jason Yeung

 

Name:                                                                  c/s

 

Title:

ROTH CAPITAL PARTNERS, LLC

By:

 

/s/ J. Barry

 

Name:                                                                  c/s

 

Title:

 

B-2

Exhibit 99.73

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

 

LOGO

STANDARD LITHIUM ANNOUNCES CLOSING OF

OVERSUBSCRIBED $34.5 MILLION PUBLIC OFFERING OF COMMON SHARES

Vancouver, BC – December 18, 2020 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), is pleased to announce that it has closed its marketed public offering (the “Offering”), including the full exercise of the over-allotment option. A total of 15,697,500 common shares of the Company (the “Shares”) were issued at a price of $2.20 per Share for aggregate gross proceeds of $34,534,500.

HIGHLIGHTS

 

 

 

Offering lead by cornerstone investment from ESG-focused BNP Paribas Energy Transition fund.

 

 

 

Net proceeds from the Offering will be used to fund ongoing work programs to advance the LANXESS Project, including ongoing testing and optimization work underway at the SiFT lithium carbonate crystallization pilot plant and the LiSTR Direct Lithium Extraction demonstration plant, preliminary engineering work to advance commercial development of the Company’s proprietary lithium extraction process, negotiation and development of a joint venture with LANXESS Corporation, and for working capital and general corporate purposes.

The Offering was conducted on a “best efforts” agency basis by Roth Canada, ULC and Echelon Wealth Partners Inc., as co-lead agents and joint bookrunners, together with Roth Capital Partners, LLC as the exclusive placement in the United States.

Standard Lithium CEO Robert Mintak stated “On behalf of the board I am pleased to welcome top performing ESG focused BNP Paribas Energy Transition fund as a substantial shareholder of the Company and would like to thank our other respected institutional investors for their continued support. With the closing of this financing coupled, with the receipt of $5,502,009 since October 1, 2020 from the exercise of previously issued warrants, the Company is well positioned to aggressively advance our strategic development plans for 2021 and progress towards building the first new American commercial lithium project in over 50 years”.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction


Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to information regarding the requisite regulatory approvals, anticipated development of the Company’s projects and assets, anticipated use of the net proceeds of the Offering, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the anticipated use of the net proceeds of the Offering. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s filings with Canadian securities regulators. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.74

 

LOGO

STANDARD LITHIUM ANNOUNCES NEW LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN FOR KEY PERSONNEL

Vancouver, BC – January 18, 2021 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company, announces that its Board of Directors has developed a new long-term incentive plan (the “LTIP”) intended to enhance shareholder value and align management compensation with performance and the achievement of milestones in the development of the Company. The LTIP will be presented to the shareholders of the Company for ratification at an annual general and special meeting to be held later in the year.

Under the terms of the LTIP, the Board of Directors has granted an aggregate of 960,000 performance share units (each, a “PSU”) to certain officers and directors of the Company. Each PSU represents the right to receive, once vested upon the achievement of performance milestones, one common share in the capital of the Company.

The PSUs will vest only on the achievement of the following performance milestones prior to June 30, 2022:

 

 

 

One third of the PSUs will vest upon the finalization or formation of a joint venture with global specialty chemical company LANXESS Corporation (“LANXESS”) for the commercial production of battery grade lithium from brine extracted from the Smackover Formation in South Arkansas (the “Joint Venture”);

 

 

 

One third of the PSUs will vest upon the listing of the Company’s common shares on the Nasdaq Stock Market or the NYSE American; and

 

 

 

One third of the PSUs will vest upon the Company and LANXESS having agreed to proceed with the construction of an initial commercial plant under the terms of the Joint Venture.

The Company also announces it has granted an aggregate of 320,000 restricted share units (each, a “RSU”) to certain officers and directors of the Company pursuant to the LTIP. Each RSU represents the right to receive, once vested, one common share in the capital of the Company. The RSUs vest quarterly in four equal parts over a twelve-month period, with the first part vesting on June 30, 2021.

The Company also announces that it has granted a total of 1,200,000 incentive stock options (“Options”) to certain officers and directors of the Company in accordance with the Company’s incentive stock option plan, and as compensation for ongoing services rendered to the Company. The Options vest immediately and are exercisable at a price of $3.39 for a period of sixty months.


Implementation of the LTIP remains subject to ratification by shareholders of the Company and approval of the TSX Venture Exchange. In accordance with the policies of the TSX Venture Exchange, the Company is required to obtain disinterested shareholder approval for the implementation of the LTIP. Any shareholders who are entitled to receive PSUs or RSUs in accordance with the LTIP will be excluded from voting on any resolution to ratify the implementation of the LTIP.

No PSUs or RSUs will vest, and no common shares of the Company will be issued in connection with any outstanding PSUs or RSUs, until such time as the LTIP as received approval of disinterested shareholders and the TSX Venture Exchange. In the event such approvals are not received prior to December 31, 2021, all PSUs and RSUs will be automatically cancelled without any further right or entitlement.

All securities issued to officers and directors of the Company will be subject to restrictions on resale for a period four-months-and-one-day following the original issuance of such securities, in accordance with the policies of the TSX Venture Exchange.

Readers are cautioned that while the Company is exploring the potential of a listing on Nasdaq Stock Market or the NYSE American, the Company has not applied for listing on either exchange nor has the Board of Directors resolved to proceed or assessed the viability of such a listing. There can be no guarantee that the Company will elect to proceed with any additional listings within the vesting timeframe of the PSUs. Completion of any additional listing is subject to applicable regulatory approvals and the satisfaction of the listing requirements of the applicable stock exchange.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to information regarding the requisite regulatory approvals, anticipated development of the Company’s projects and assets, adoption of the LTIP, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the developing of the Company and the regulatory approvals needed in connection with the adoption of the LTIP. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s filings with Canadian securities regulators. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.75

 

LOGO

STANDARD LITHIUM LTD. NAMED TO 2021 OTCQX BEST 50

Vancouver, BC –February 3th, 2021 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company, is pleased to announce that it has been named to the 2021 OTCQX Best 50, a ranking of the top performing companies on the OTCQX in the prior calendar year.

The OTCQX Best 50 is an annual ranking of the top 50 U.S. and international companies traded on the OTCQX market. The ranking is calculated based on an equal weighting of one-year total return and average daily dollar volume growth in the previous calendar year. Companies in the 2021 OTCQX Best 50 were ranked based on their performance in 2020.

Standard Lithium’s CEO Robert Mintak states,” On behalf of the senior management and Board, I would like to thank our shareholders for their continued support and a big shout-out to the entire Standard Lithium team who have effectively managed to work and deliver significant project milestones during this truly unprecedented year.”

For the complete 2021 OTCQX Best 50 ranking, visit https://www.otcmarkets.com/files/2021_OTCQX_Best_50.pdf.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.


Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to information regarding the requisite regulatory approvals, anticipated development of the Company’s projects and assets, completion of the Offering, including the number of Shares issued pursuant thereto, anticipated use of the net proceeds of the Offering, future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. The forward-looking statements contained in this news release are based on certain key expectations and assumptions made by the Company, including expectations and assumptions regarding the terms, timing, size and potential completion of the Offering, satisfaction of regulatory requirements in various jurisdictions, and the anticipated use of the net proceeds of the Offering. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Forward-looking statements involve risks, uncertainties and other factors disclosed under the heading “Risk Factors” and elsewhere in the Company’s filings with Canadian securities regulators. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.76

 

LOGO

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars—unaudited)

Six months ended December 31, 2020 and 2019


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at December 31, 2020 and June 30, 2020

(Expressed in Canadian dollars)

 

     December 31,
2020
(unaudited)
    June 30,
2020
(audited)
 

ASSETS

    

Current assets

    

Cash

   $ 34,375,809     $ 4,141,494  

Receivables

     134,388       44,908  

Prepaid expenses

     359,844       281,616  
  

 

 

   

 

 

 
     34,870,041       4,468,018  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 5)

     79,777       85,392  

Exploration and evaluation assets (Note 3)

     29,164,950       28,948,349  

Intangible asset (Note 6)

     1,786,307       1,882,609  

Pilot plant (Note 8)

     18,172,010       22,377,444  
  

 

 

   

 

 

 
     49,203,044       53,293,794  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 84,073,085     $ 57,761,812  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities

   $ 5,728,989     $ 7,073,336  
  

 

 

   

 

 

 

Non-current liabilities

    

Convertible loan (Note 9)

     4,585,823       4,955,500  

Decommissioning provision (Note 10)

     127,320       136,280  
  

 

 

   

 

 

 
     4,713,143       5,091,780  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     10,442,132       12,165,116  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 11)

     111,012,715       70,990,300  

Reserves (Note 11)

     15,576,345       15,716,067  

Deficit

     (51,734,728     (43,183,131

Accumulated other comprehensive income

     (1,223,379     2,073,460  
  

 

 

   

 

 

 

TOTAL EQUITY

     73,630,953       45,596,696  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 84,073,085     $ 57,761,812  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Note 3 & 12)

Subsequent Events (Note 15)

Approved by the Board of Directors and authorized for issue on February 25, 2021.

 

“Robert Mintak”

   

“Dr. Andrew Robinson”

Director

   

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three and six months ended December 31, 2020 and 2019

(Expressed in Canadian dollars—unaudited)

 

    

Three months ended

December 31,

   

Six months ended

December 31,

 
     2020     2019     2020     2019  

Administrative Expenses

        

Advertising and investor relations

     65,785       65,463       140,084       202,037  

Amortisation – intangible asset (Note 6)

     48,151       —         96,302       —    

Amortisation – pilot plant (Note 8)

     3,290,116       —         4,724,990       —    

Consulting fees

     222,550       207,026       398,157       352,049  

Filing and transfer agent

     58,910       21,711       79,349       44,158  

Foreign exchange

     (401,411     (138,192     (601,326     (75,915

Management fees (Note 10)

     616,200       234,337       851,438       466,500  

Office and administration

     122,992       84,104       189,134       129,777  

Patent

     84,691       10,870       106,205       57,009  

Pilot plant operations

     1,238,480       —         1,968,907       —    

Preliminary economic assessment

     —         32,587       —         87,838  

Professional fees

     99,103       107,296       210,251       129,556  

Share-based payments (Notes 9 and 10)

     270,432       100,103       291,221       177,726  

Travel

     58       50,979       58       58,466  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations before other items

     (5,716,057     (776,284     (8,454,770     (1,629,201
  

 

 

   

 

 

   

 

 

   

 

 

 

Other (expenses) income

        

Debt settlement expense (Note 7)

     —         (83,414     —         (83,414

Interest and accretion expense

     (48,033     (18,133     (96,827     (18,133
  

 

 

   

 

 

   

 

 

   

 

 

 
     (48,033     (101,547     (86,827     (101,547
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (5,764,090     (877,831     (8,551,597     (1,730,748
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive gain/(loss)

        

Item that may be reclassified subsequently to income or loss:

        

Currency translation differences of foreign operations

     (2,217,228     (507,365     (3,296,839     (202,791
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

     (7,951,318     (1,385,196     (11,848,436     (1,933,539
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted loss per share

   $ (0.05   $ (0.01   $ (0.09   $ (0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding – basic and diluted

     113,848,242       88,110,380       99,890,016       84,864,651  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Equity

Six months ended December 31, 2020 and 2019

(Expressed in Canadian dollars—unaudited)

 

     Number
of
shares
     Share
capital
     Shares to be
issued
    Reserves     Deficit     Accumulated
other
comprehensive
income
    Total equity  

Balance, June 30, 2019

     87,594,076      $ 57,875,488      $ 475,000     $ 13,544,859     $ (33,655,763   $ 138,120     $ 38,377,704  

Share-based payment

     —          —          —         177,726       —         —         177,726  

Shares issued for evaluation & exploration assets

     500,000        360,000        —         —         —         —         360,000  

Shares issued for intangible asset

     500,000        475,000        (475,000     —         —         —         —    

Net loss for the period

     —          —          —         —         (1,730,748     —         (1,730,748

Currency translation differences for foreign operations

     —          —          —         —         —         (202,791     (202,791
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2019

     88,594,076        58,710,488        —         13,722,585       (35,386,511     (64,671     36,981,891  

Balance, June 30, 2020

     105,497,320      $ 70,990,300      $ —       $ 15,716,067     $ (43,183,131   $ 2,073,460     $ 45,596,696  

Share-based payment

     —          —          —         291,221       —         —         291,221  

Shares issued for private placement, net of costs

     15,697,500        31,871,382        —         —         —         —         31,871,382  

Shares issued for evaluation & exploration assets

     500,000        1,025,000        —         —         —         —         1,025,000  

Warrants exercised

     6,910,190        6,286,340        —         —         —         —         6,286,340  

Stock options exercised

     475,000        839,693        —         (430,943     —         —         408,750  

Net loss for the period

     —          —          —         —         (8,551,597     —         (8,551,597

Currency translation differences for foreign operations

     —          —          —         —         —         (3,296,839     (3,296,839
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2020

     129,080,010      $ 111,012,715      $ —       $ 15,576,345     $ (51,734,728   $ 1,223,379     $ 73,630,953  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Six months ended December 31, 2020 and 2019

(Expressed in Canadian dollars—unaudited)

 

     Six Months Ended  
     December 31,     December 31,  
     2020     2019  

Cash flows from (used in) operating activities

    

Net loss

   $ (8,551,597   $ (1,730,748

Add items not affecting cash

    

Share-based payment

     291,221       177,726  

Interest accrued

     48,033       18,133  

Debt settlement expense

     —         83,414  

Foreign exchange

     (417,710     —    

Amortisation – pilot plant

     4,724,990       —    

Amortisation – intangible asset

     96,302       —    

Net changes in non-cash working capital items to operations:

    

Receivables

     (89,480     (487,128

Prepaid expenses

     (78,228     (132,285

Accounts payable and accrued liabilities

     (1,446,204     (859,979
  

 

 

   

 

 

 

Net cash used in operating activities

     (5,422,673     (2,930,867
  

 

 

   

 

 

 

Cash flows from (used in) investing activities

    

Exploration and evaluation assets

     (1,094,953     (149,316

Intangible asset

     —         (500,000

Pilot plant

     (1,814,531     (5,255,076
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,909,484     (5,904,392
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from private placement, net of costs

     31,871,382       —    

Proceeds from convertible loan, net of costs

     —         4,670,358  

Exercise of warrants

     6,286,340       —    

Exercise of options

     408,750       —    
  

 

 

   

 

 

 

Net cash from financing activities

     38,566,472       4,670,358  
  

 

 

   

 

 

 

Net change in cash

     30,234,315       (4,164,901

Cash, beginning of period

     4,141,494       6,849,114  
  

 

 

   

 

 

 

Cash, end of period

   $ 34,375,809     $ 2,684,213  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

 

1.

Nature and Continuance of Operations

 

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”). The address of the Company’s corporate office and principal place of business is 110, 375 Water Street, Vancouver, British Columbia, Canada, V6B 5C6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at December 31, 2020 had an accumulated deficit of $51,734,728 (June 30, 2020 - $43,183,131). These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During March 2020, the World Health Organisation declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse developments, has adversely affected workforces, economies and financial markets globally, leading to an economic downturn. The impact of COVID-19 on the Company’s operations has not been significant, but management continues to monitor the situation.

 

2.

Basis of Presentation

 

 

a)

Statement of compliance

The condensed consolidated interim financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2020, which were prepared in accordance with IFRS as issued by the IASB.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

 

2.

Basis of Presentation – continued

 

 

b)

Basis of consolidation

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

 

c)

Functional and presentation currency

Items included in the condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp. and 2661881 Ontario Limited is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd. and Arkansas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

 

d)

Basis of measurement

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures

 

     California      Arkansas         
     Property
$
     Property
$
     Total
$
 

Acquisition costs:

        

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Acquisition of property

     1,320,347        960,910        2,281,257  

Effect of movement in foreign exchange rates

     331,972        449,077        781,049  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     9,753,766        12,273,322        22,027,088  

Acquisition of property

     1,161,486        955,970        2,117,456  

Effect of movement in foreign exchange rates

     (641,281      (806,934      (1,448,215
  

 

 

    

 

 

    

 

 

 

Balance, December 31, 2020

     10,273,971        12,422,358        22,696,329  

Exploration Costs:

        

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  

Other exploration costs

     6,317        231,137        237,454  

Effect of movement in foreign exchange rates

     181,021        85,719        266,740  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     4,554,718        2,366,543        6,921,261  

Other exploration costs

     2,497        —          2,497  

Effect of movement in foreign exchange rates

     (299,544      (155,593      (455,137
  

 

 

    

 

 

    

 

 

 

Balance, December 31, 2020

     4,257,671        2,210,950        6,468,621  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     14,308,484        14,639,865        28,948,349  
  

 

 

    

 

 

    

 

 

 

Balance, December 31, 2020

     14,531,642        14,633,308        29,164,950  
  

 

 

    

 

 

    

 

 

 

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020 (paid)

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020 (issued)

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid)

 

 

 

US$100,000 on or before May 24, 2021

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2021

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc. (“TETRA”), to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

California Property – continued

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2021

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

Arkansas Property

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019 (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020 (paid)

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities.The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee is included in the accounts payable and accrued liabilities as at December 31, 2020.

 

4.

Deposit on mineral property

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”) with TETRA Technologies, Inc. and in connection with entering into the MOU, made a non-refundable deposit of $125,800 (US$100,000). On April 23, 2018, the Company entered into an EOA (as described in Note 3) with TETRA and upon entering into the EOA the non-refundable deposit was reclassified from deposit on mineral property to exploration and evaluation assets.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

5.

Reclamation deposit

On September 6, 2017, the Company paid $79,777 (US$62,659) for a reclamation bond to the Bureau of Land Management California State (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake. This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

6.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (paid); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (issued).

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under items (v) and (vi) above to Brown by making (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000 (paid), and the issuance of 500,000 common shares (issued) on or before December 31, 2019. As at June 30, 2020, the Company had satisfied all payment and share issuance obligations due and owing with respect to the acquisition of 2661881 as detailed above.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

6.

Intangible asset—continued

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Balance, June 30, 2019

     1,910,349  

Amortisation

     (27,740
  

 

 

 

Balance, June 30, 2020

     1,882,609  

Amortisation

     (96,302
  

 

 

 

Balance, December 31, 2020

     1,786,307  
  

 

 

 

The intangible asset represents purchase of intellectual property rights and was put in use in conjunction with the operation of the Company’s pilot plant on May 9, 2020 (Note 8).

 

7.

Asset under construction

The Company has developed a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use until May 9, 2020 at which time the accumulated costs were reclassified to pilot plant and subject to depreciation (see Note 8).

 

8.

Pilot plant

On May 9, 2020, the Company commenced full-time operation of its LiSTR pilot plant, located at LANXESS’ south plant facility in El Dorado, Arkansas. The pilot plant is the culmination of over three years of research and development activities by the Company and its partners. The pilot plant is a bespoke DLE (Direct Lithium Extraction) plant, designed to extract lithium directly and continuously from Smackover Formation brines. The plant is designed to process up to 50 USGPM of brine, extract the lithium, and produce a high quality, concentrated lithium chloride intermediate product.

The pilot plant is being amortized on a straight-line basis over its estimated useful life of 2 years and has an estimated salvage value of $636,600 (US$500,000) at the end of its estimated useful life.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

8.

Pilot plant—continued

As at December 31, 2020, the carrying value of the pilot plant is summarized as follows:

 

     $  

Balance at June 30, 2019

     —    

Costs transferred from asset under construction

     25,964,026  

Decommissioning provision

     136,280  

Amortisation

     (3,722,862
  

 

 

 

Balance at June 30, 2020

     22,377,444  

Additions

     1,653,095  

Amortisation

     (4,724,990

Effect of movement in foreign exchange rates

     (1,133,539
  

 

 

 

Balance at December 31, 2020

     18,172,010  
  

 

 

 

 

9.

Convertible loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 8).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common shares of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

9.

Convertible loan—continued

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability.

The gross proceeds of the Convertible loan were reduced by the transaction costs of US$199,869 resulting in a balance of US$3,550,131 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term at 4.1% per annum using the effective interest method.

 

     $  

Beginning balance at June 30, 2019

     —    

Initial recognition

     4,641,796  

Interest and accretion expense

     132,034  

Foreign exchange loss

     181,670  
  

 

 

 

Balance at June 30, 2020

     4,955,500  

Interest and accretion expense

     96,827  

Foreign exchange gain

     (466,504
  

 

 

 

Balance at December 31, 2020

     4,585,823  
  

 

 

 

 

10.

Decommissioning Provision

The following table presents the continuity of the decommissioning provision associated with the Company’s pilot plant:

 

     $  

Beginning balance at June 30, 2019

     —    

Initial recognition

     136,280  
  

 

 

 

Balance at June 30, 2020

     136,280  

Effect of movement in foreign exchange rates

     (8,960
  

 

 

 

Balance at December 31, 2020

     127,320  
  

 

 

 

The present value of the decommissioning provision of $127,320 (US$100,000) was calculated using an average risk-free rate of 0.25%. Decommissioning activities are expected to occur between 2023 and 2025.

 

11.

Share Capital

 

 

a)

Authorized capital

Unlimited number of common voting shares without nominal or par value

Unlimited number of preferred shares without par value issued in one or more series

129,080,010 common shares were issued and outstanding at December 31, 2020.

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital—continued

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 27, 2019, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 6).

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,219 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months from the issuance of the Special Warrants, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102. All Special Warrants converted to unrestricted common shares on June 21, 2020.

On April 23, 2020, the Company issued 400,000 common shares with a fair value of $248,000 to TETRA Technologies, Inc. (Note 3).

On May 24, 2020, the Company issued 200,000 common shares with a fair value of $184,000 to National Chloride. (Note 3).

During the year ended June 30, 2020, the Company issued a total of 163,025 common shares for the exercise of share purchase warrants. The Company received proceeds of $53,525 upon exercise.

On October 1, 2020, the Company issued 500,000 common shares with a fair value of $1,025,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 18, 2020, the Company closed a prospectus financing of 15,697,500 common shares at a price of $2.20 for aggregate gross proceeds of $34,534,500. The Company incurred $2,663,118 of costs related to the financing.

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital—continued

During the six months ended December 31, 2020, the Company issued a total of 6,910,190 common shares for the exercise of share purchase warrants. The Company received proceeds of $6,286,340 upon exercise.

During the six months ended December 31, 2020, the Company issued a total of 475,000 common shares for the exercise of stock options. The Company received proceeds of $408,750 and reclassified $430,943 from reserves to share capital upon exercise.

 

 

b)

Warrants

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2019

     14,886,996        1.53  

Expired

     (5,156,411      2.60  

Exercised

     (163,025      0.32  

Cancelled

     (15,000      1.00  

Issued

     8,522,135        1.00  
  

 

 

    

 

 

 

Balance at June 30, 2020

     18,074,695        0.98  

Exercised

     (6,910,190      0.95  
  

 

 

    

 

 

 

Balance at December 31, 2020

     11,164,505        1.02  
  

 

 

    

 

 

 

The weighted average contractual life of the warrants outstanding is 0.71 years.

 

 

c)

Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of 3 years. All of the stock options vested at grant.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the stock options vested at grant.

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital—continued

 

 

c)

Options—continued

On May 4, 2020, the Company granted 850,000 stock options to consultants of the Company at a price of $0.75 for a period of three years. All of the stock options vested at grant.

On May 13, 2020, the Company granted 100,000 stock options to a consultant of the Company at a price if $0.81 for a period of three years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

 

     2020  

Annualized volatility

     103

Risk free interest rate

     0.97

Dividend rate

     0

Expected life of options

     3.17 years  

Forfeiture rate

     0

Share price

   $ 0.80  

Stock option transactions are summarized as follows:

 

     Number of options      Weighted
average
exercise price
 

Balance at June 30, 2019

     8,747,681      $ 1.25  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  

Options expired

     (721,897      2.10  

Options granted

     5,950,000        0.78  
  

 

 

    

 

 

 

Balance at June 30, 2020

     13,525,784        0.99  

Options exercised

     (475,000      0.86  
  

 

 

    

 

 

 

Balance at December 31, 2020

     13,050,784        1.00  
  

 

 

    

 

 

 

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital—continued

 

 

c)

Options—continued

The following table summarizes stock options outstanding and exercisable at December 31, 2020:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        1.17        1.05        1,250,000        1.05  

0.96

     2,340,000        1.46        0.96        2,340,000        0.96  

1.02

     435,784        0.61        1.02        435,784        1.02  

2.10

     500,000        2.14        2.10        500,000        2.10  

1.40

     1,900,000        2.68        1.40        1,900,000        1.40  

1.00

     750,000        1.25        1.00        750,000        1.00  

1.00

     150,000        1.45        1.00        150,000        1.00  

0.83

     100,000        1.55        0.83        100,000        0.83  

0.75

     150,000        2.79        0.75        150,000        0.75  

0.89

     300,000        2.04        0.89        300,000        0.89  

0.76

     4,450,000        2.19        0.76        4,450,000        0.76  

0.75

     625,000        2.34        0.75        625,000        0.75  

0.81

     100,000        2.36        0.81        50,000        0.81  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,050,784        1.49        1.00        13,000,784        1.00  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

12.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     December 31,
2020
     December 31,
2019
 

Management fees paid or accrued to officers of the Company

   $ 851,438      $ 466,500  
  

 

 

    

 

 

 
   $ 851,438      $ 466,500  
  

 

 

    

 

 

 

As at December 31, 2020 there is $697,679 (June 30, 2020: $200,809) in accounts payable and accrued liabilities owing to officers of the Company. Included in the amount owing at the end of the period is $375,000 one-time bonus payment for calendar 2020 payable to directors and officers of the Company.

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

12.

Related Party Transactions—continued

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

On July 1, 2020, the Company entered into consulting agreements with the President & COO, CEO, CFO and a director of the Company. The new agreements provide for a “Change of Control” clause that can be triggered should certain events occur as follows:

 

 

a)

A merger, amalgamation, arrangement, reorganization or transfer takes place in which equity securities of the Company possessing more than one-half of the total combined voting power of the Company’s outstanding equity securities are acquired by a person or persons different from the persons holding those equity securities immediately prior to such transaction, and the composition of the board of directors of the Company following such transaction is such that the directors of the Company prior to the transaction constitute less than one-half of the directors following the transaction, except that no Change in Control will be deemed to occur if such merger, amalgamation, arrangement, reorganization or transfer is with any subsidiary or subsidiaries of the Company;

 

 

b)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, 20% or more of the voting rights attached to all outstanding equity securities;

 

 

c)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, the right to appoint a majority of the directors of the Company; or

 

 

d)

If the Company sells, transfers or otherwise disposes of all or substantially all of its assets, except that no Change in Control will be deemed to occur if such sale or disposition is made to a subsidiary or subsidiaries of the Company.

If the Company terminates the agreements other than for Just Cause, the Company shall provide the director or officers with working notice, payment in lieu of working notice or a combination of the two equal to twenty-four (24) months of fees applicable. As of December 31, 2020, the maximum amount that would be payable is $2,000,000.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

13.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

14.

Financial instruments and financial risk management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended December 31, 2020 and the year ended June 30, 2020.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

December 31, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 34,375,809      $ —        $ —        $ 34,375,809  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars—unaudited)

 

 

14.

Financial instruments and financial risk management—continued

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. At December 31, 2020, the Company has a working capital surplus of $29,141,052.

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in Canadian Dollars - unaudited)

 

 

14.

Financial instruments and financial risk management—continued

 

(iv)

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     December 31, 2020
$
     June 30, 2020
$
 

Cash

     583,740        574,506  

Accounts payable

     (5,689,643      (6,426,587

Convertible loan

     (4,585,823      (4,955,500

At December 31, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.2732. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $970,000 in the Company’s comprehensive loss for the year to date.

 

15.

Subsequent Events

Subsequent to December 31, 2020, the Company issued 2,087,937 common shares upon the exercise of warrants for proceeds of $2,145,762 and issued 775,000 common shares upon the exercise of stock options for gross proceeds of $718,750.

On January 18, 2021, the Company granted 1,200,000 stock options to directors and officers of the Company at a price of $3.39 for a period of 5 years. All of the stock options vested at grant.

Subsequent to December 31, 2020, the Company paid US$3,000,000 for the reservation fee owed to LANXESS. See Note 3, Arkansas Property for further details.

 

25

Exhibit 99.77

 

LOGO

Management’s Discussion and Analysis

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

INTRODUCTION

 

 

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at February 25, 2021 and it should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the six months ended December 31, 2020. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard Lithium” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium Ltd. (“Standard” or “the Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”, and are quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and the Frankfurt Stock Exchange under the symbol “S5L”. The head office is located at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6 Canada.

The Company’s principal focus is the development of lithium-bearing brine resources in North America, and the eventual commercial production of high-purity lithium chemicals. In order to achieve a portfolio of lithium-brine bearing properties, the Company has either directly secured brine leases from public lands or private landowners, or has partnered, in a variety of commercial relationships, with existing brine resource holders. The Company has also

 

2


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

1. SUMMARY OF STANDARD LITHIUM’S BUSINESS—continued

 

 

developed a suite of Intellectual Property (“IP”) related to novel technologies that can be deployed to either selectively extract lithium from brine, or convert and purify intermediate lithium chemicals to higher purity materials.

This IP suite is protected by a series of patent applications, and where the underlying inventor is an associate of, or consultant to SLL, exclusive rights or sole-licensing agreements are in place to allow SLL unfettered access to the patent(s) and associated know-how.

The Company’s focus is on advancing its south Arkansas lithium project towards commercial production. The company also has an early stage lithium brine project in the Mojave Desert in California

Historical information relating to the formation of the various land packages and commercial agreements are available under the Company’s SEDAR profile.

ARKANSAS LITHIUM

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases (“Lanxess Project”). The Company is also conducting mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas (“Tetra Project”).

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

LANXESS PROJECT

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

In addition, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas. Under the proposed terms of the joint venture, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture, and Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on the property, as well as its proprietary extraction processes including all relevant intellectual property rights.

 

3


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

LANXESS PROJECT—CONTINUED

 

 

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for the commercial development of the future commercial project. It is anticipated that the joint venture will include options for Standard Lithium to participate in project funding on similar terms.

The final terms of the joint venture and any funding arrangement remain subject to completion of due diligence, technical proof of concept, normal economic viability studies to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

The Company has issued two technical reports for the Lanxess Project. The first Resource Report was filed on the Company’s SEDAR profile on November 19, 2018 and comprised an Inferred Resource estimate for lithium contained in brine underlying the Lanxess property (19th Nov 2018 Inferred Resource report). The second report was a Preliminary Economic Assessment (PEA), filed on August 01, 2019 (link to PEA on SLL’s SEDAR page). The PEA comprised an upgraded Indicated Resource estimate for the property, as well as preliminary capital and operational costing and project economics for a proposed commercial plant at the property. All information contained within the PEA superseded that which had been previously reported for the Lanxess Project.

Lanxess PEA – Executive Summary

As described above, on August 1 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

 

4


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Geology and Mineralization

 

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report. The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium. The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%. The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

 

5


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

LANXESS PROJECT—CONTINUED

 

 

CAPEX Summary

 

Stage of

Development

  

Description

  

Cost (US$)

Phase 1

  

South Lithium Chloride Plant

  

106,886,000

  

Central Lithium Carbonate Plant – Train No 1

  

27,711,000

  

Pipelines

  

2,340,000

  

Contingency 25%

  

34,234,000

  

Phase 1 Subtotal

  

171,171,000

Phase 2

  

West Lithium Chloride Plant

  

99,393,000

  

Central Lithium Carbonate Plant – Train No 2

  

25,769,000

  

Pipelines

  

3,780,000

  

Contingency 25%

  

32,236,000

  

Phase 2 Subtotal

  

161,178,000

Phase 3

  

Central Lithium Chloride Plant

  

66,589,000

  

Central Lithium Carbonate Plant – Train No 3

  

17,261,000

  

Contingency 25%

  

20,963,000

  

Phase 3 Subtotal

  

104,813,000

  

CAPEX TOTAL

  

437,162,000

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in the table below.

Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
     Phase 2
(US$)
     Phase 3
(US$)
 

Manpower

     3,745,000        5,680,000        6,710,000  

Electrical Power

     4,040,000        7,306,000        9,097,000  

Reagents & Consumables

     30,138,000        55,615,000        64,936,000  

Water

     496,000        916,000        1,070,000  

Natural Gas

     582,000        1,074,000        1,254,000  

Miscellaneous Direct Expenditures

     605,000        1,098,000        1,299,000  

Sustaining Capital Cost

     1,199,000        2,314,000        3,061,000  

Brine Transportation

     48,000        123,000        123,000  

Land lease

     100,000        200,000        300,000  

Subtotal

     40,953,000        74,326,000        87,849,000  

Indirect Operational Expenditures

     1,009,000        1,901,000        2,410,000  

TOTAL

     41,962,000        76,227,000        90,259,000  

          Note: OPEX per one metric tonne of production is US$4,319.

 

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STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Economic Analysis

 

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units    Values    Comments

Production

   tpy    20,900   

At completion of Phase 3 production

Plant Operation

   years    25   

From the start of Phase 1 production

Capital Cost (CAPEX)

   US$    437,162,000   

Annual Operating Cost (OPEX)

   US$    90,259,000   

At completion of Phase 3 production

Average Selling Price

   US$/t    13,550   

Annual Revenue

   US$    283,195,000   

Discount Rate

   %    8   

Net Present Value (NPV) Post-Tax

   US$    989,432,000   

Net Present Value (NPV) Pre-Tax

   US$    1,304,766,000   

Internal Rate of Return (IRR) Post-Tax

   %    36.0   

Internal Rate of Return (IRR) Pre-Tax %

   %    41.8   

Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

 

7


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

LANXESS PROJECT—CONTINUED

 

Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Lanxess Project – Current Status

During 2019, the Company designed and constructed a modular demonstration-scale lithium extraction plant in Ontario, Canada. This Demonstration Plant was mobilized and transported to Lanxess’ operational brine processing facility at their South Plant. The initial installation of the plant was completed in mid-October 2019, a semi-permanent structure to enclose the plant and ancillary laboratory, office and control room were installed by December 2019, and all utility and service connections were completed by the end of January 2020. In mid-May 2020 the Company announced the completion of the commission phase of the Demonstration Plant. The Demonstration Plant is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of Lithium Carbonate. The highly automated, three-story demonstration plant includes an integrated office and control room, as well as a full, process-specific analytical laboratory.

On September 9, 2020 the Company shipped a large volume of lithium chloride solution product from the Arkansas Demonstration Plant for final conversion to lithium carbonate. The Company shipped an initial total volume of 20,000 liters of lithium chloride product for conversion to battery quality lithium carbonate using: (1) a third-party OEM/vendor in Plainfield, Illinois for lithium carbonate conversion using a conventional process; and (2) Saltworks Technologies Inc. in Richmond, B.C. to continue work currently underway using the Company’s proprietary SiFT crystallization process.

The Company’s industrial-scale lithium carbonate SiFT crystallization pilot plant, has been operating successfully since mid-July using a lithium chloride solution that was produced in 2019 by the Company’s mini-pilot DLE plant (note, this lithium chloride solution was produced from Arkansas brine). Transport of bulk volumes of polished lithium chloride product will continue to be shipped from Arkansas to BC, until such time that border restrictions are lifted, and it is possible to move the SiFT pilot plant and Standard Lithium staff from BC to Arkansas. Additional work is also being completed at the Arkansas project site to construct the foundations required to house the integrated SiFT pilot plant when international border restrictions allow.

 

8


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

TETRA PROJECT

 

 

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000+ net brine acres of leases located in Columbia and Lafayette Counties, Arkansas.

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to the Tetra Project. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Inferred Resource – Executive Summary

On February 28 2019, the Company issued an Inferred Resource NI43-101 report for the Tetra project, and the Executive Summary of this is provided below; the full report is available under the Company’s SEDAR profile (See Tetra Inferred Resource Report on Company’s Sedar page).

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.   Middle Smackover Formation   Total (and main
resource)

Parameter

   South
Resource
Area
  North
Resource
Area
  South
Resource
Area
  North
Resource
Area
   

Aquifer Volume (km3)

  

2.49

 

3.65

 

0.60

 

0.93

 

7.66

Brine Volume (km3)

  

0.25

 

0.36

 

0.06

 

0.09

 

0.76

Average lithium concentration (mg/L)

  

399

 

160

 

399

 

160

 

199

Average Porosity

  

10.1%

 

10.1%

 

10.3%

 

10.3%

 

10.1%

Total Li resource (as metal) metric tonnes (see notes [4] & [5] below)

  

78,000

 

44,000

 

18,000

 

11,000

 

151,000

Total LCE resource (metric tonnes) (see notes [4] & [5] below)

  

413,000

 

233,000

 

98,000

 

59,000

 

802,000

 

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STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

TETRA PROJECT—CONTINUED

 

Notes:

 

 

[1]

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement—continued

Notes:—continued

 

 

[2]

Numbers may not add up due to rounding.

 

 

[3]

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

 

 

[4]

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

 

 

[5]

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

 

10


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

TETRA PROJECT—CONTINUED

 

 

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Tetra Project – Current Status

No additional work has been completed by the Company on the Tetra project following completion of the Inferred Resource report outlined above. However, our project partners, Tetra Technologies, have been involved in renewal of brine leases across the Project, where appropriate.

 

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STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

CALIFORNIA LITHIUM

 

 

The Company also has a lithium brine development project in the Mojave Desert region of California. This project consists of approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins (collectively known as The Bristol Dry Lake Project). The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

The land package consists of:

 

 

 

Option purchase agreement with Nevada Alaska Mining Inc.;

 

 

 

Property lease agreement with National Chloride; and,

 

 

 

A License, exploration and operation agreement with TETRA Technologies.

Details regarding the various commercial agreements with these companies and the Company’s ongoing commitments can be found in previous versions of the Company’s MD&A.

Some limited investigation and processing works have been completed at the Bristol Dry Lake Project, consisting of geophysical surveys, drilling and sampling, test-pitting and sampling, completion of evaporation pond performance testing and other water level surveys. As of the time of writing of this document, these data have not been integrated into a technical report for the Project, however it is the Company’s intention to complete any necessary investigation works and deliver a technical report in the future.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

2. HIGHLIGHTS FOR THE SIX MONTHS ENDED DECEMBER 31, 2020

Annual Information Form (AIF)

An AIF for the Fiscal Year 2020 (ended on June 30, 2020) was issued and refiled by the Company on November 27, 2020 and can be viewed in its entirety under the Company’s SEDAR profile.

SHARE ISSUANCES

On October 1, 2020, the Company issued 500,000 common shares with a fair value of $1,025,000 to Nevada Alaska Mining Co. Ltd.

On December 18, 2020, the Company closed a prospectus financing of 15,697,500 common shares at a price of $2.20 for aggregate gross proceeds of $34,534,500. The Company incurred $2,663,118 of costs related to the financing.

During the period ended December 31, 2020, the Company issued 6,910,190 common shares for proceeds of $6,286,340 upon the exercise of warrants.

During the period ended December 31, 2020, the Company issued a total of 475,000 common shares for the exercise of stock options. The Company received proceeds of $408,750 and reclassified $430,943 from reserves to share capital upon exercise.

 

12


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

Subsequent to December 31, 2020, the Company issued 2,087,937 common shares upon the exercise of warrants for proceeds of $2,145,762 and issued 775,000 common shares upon the exercise of stock options for gross proceeds of $718,750.

Stock Option Grants

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

On January 18, 2021, the Company granted 1,200,000 stock options to directors and officers of the Company at a price of $3.39 for a period of 5 years. All of the stock options vested at grant.

3. SELECTED ANNUAL FINANCIAL INFORMATION

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2020
$
     June 30,
2019
$
     June 30,
2018
$
 

Total revenue

     —          —          —    

Total assets

     57,761,812        44,391,331        30,920,583  

Working capital surplus (deficiency)

     (2,605,318      1,578,892        13,964,324  

Total non-current financial liabilities

     5,091,780        398,453        —    

Net loss

     9,527,368        8,578,841        3,745,091  

Net loss per share

     0.11        0.11        0.06  

Results of Operations

Three months ended December 31, 2020 compared to the three months ended December 31, 2019:

The Company incurred a net loss of $5,764,090 for the quarter ended December 31, 2020 (“Q2-2021”) compared to a net loss of $877,831 for the quarter ended December 31, 2019 (“Q2-2020”). The primary reason for the increase in loss was amortisation of the pilot plant, amortisation of the intangible asset, costs related to the operation of the pilot plant, interest and accretion expense, bonus paid to directors and officers and increased share-based payments. These increased costs were offset by an increased gain on foreign exchange. Consulting fees were consistent when comparing quarter to quarter. Management fees of $616,200 during Q2-2021 were higher than fees of $234,337 incurred during Q2-2020. The increase in fees is related to a one-time bonus paid to directors and officers for 2020 totaling $375,000. Professional Fees of $99,103 were lower than fees of $107,296 during Q2-2020. This is mainly due to lower legal fees incurred during the period. Filing and transfer agent fees of $58,910 were higher than fees of $21,711 during Q2-2020. The increase is related to FY2020 year-end filing and sustaining fees for the NASDAQ exchange. Office and administration cost of $122,992 were higher than the costs of $84,104 incurred during the comparative quarter due to higher insurance costs and costs related to the relocation of the corporate office in Vancouver. Advertising and investor relations costs incurred Q2-2021 were consistent with costs incurred during Q2-2020. Travel costs of $58 incurred during Q2-2021 was lower than costs of $50,979 incurred during Q2-2020 due to the restriction of travel abroad and to the United States. The share-based compensation during the period was $270,432 as compared to $100,103 recognized in Q2-2020 as share-based compensation. The Company incurred $32,587l of cost associated with a preliminary economic assessment during Q2-2020 with no costs incurred during Q2-2021. The company incurred $84,691 of costs related to patent applications as compared to $10,870 of costs incurred during Q2-2020.

 

13


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

Six months ended December 31, 2020 compared to the six months ended December 31, 2019:

 

The Company incurred a net loss of $8,551,597 for the six months ended December 31, 2020 (“YTD2021”) compared to a net loss of $1,730,748 for the six months ended December 31, 2019 (“YTD2020”). The primary reason for the increase in loss was amortisation of the pilot plant, amotisation of the intangible asset, costs related to the operation of the pilot plant, increased professional fees, interest and accretion expense, bonus paid to directors and officers and increased share-based payments. These increased costs were offset by an increased gain on foreign exchange. Consulting fees increased to $398,157 during YTD2021, compared with $352,049 in YTD2020 due to the addition of costs related to the engagement of a lobbyist. Management fees of $851,438 during YTD2021 increased from fees of $466,500 incurred during YTD2020 mainly due to a one-time bonus paid to directors and officers of $375,000. Professional Fees of $210,251 were higher than fees of $177,726 during YTD2020. This is mainly due to higher legal fees and costs associated with a review of Q1-2021 incurred during the period. Filing and transfer agent fees of $79,349 were higher than fees of $44,158 during YTD2020 mainly due fees related to the NASDAQ lisitng. Office and administration cost of $189,134 were higher than the costs of $129,777 incurred during the comparative quarter due to higher insurance costs and costs associated with the relocation of the office in Vancouver. Advertising and investor relations costs of $140,084 were incurred during YTD2021 as compared to $202,037 during YTD2020. The decrease is costs relates to a reduction in analyst coverage during the period. Travel costs of $58 incurred during YTD2021 was lower than costs of $58,466 incurred during YTD2020 due to the restriction of travel abroad and to the United States. The share-based compensation during the period was $291,221 as compared to $177,726 recognized in YTD2020 as share-based compensation. The Company incurred $87,838 of cost associated with a preliminary economic assessment during YTD2020 with no costs incurred during YTD2021. The company incurred $106,205 of costs related to patent applications as compared to $57,009 of costs incurred during YTD2020.

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

Quarter Ended

   Total Revenues    Net Income/(Loss)      Earnings/(Loss)
Per share

March 31, 2019

   $Nil    $ (1,880,795    $(0.02)

June 30, 2019

   $Nil    $ (498,870    $(0.01)

September 30, 2019

   $Nil    $ (852,917    $(0.01)

December 31, 2019

   $Nil    $ (877,831    $(0.01)

March 31, 2020

   $Nil    $ (3,327,623    $(0.04)

June 30, 2020

   $Nil    $ (4,468,997    $(0.05)

September 30, 2020

   $Nil    $ (2,787,507    $(0.03)

December 31, 2020

   $Nil    $ (5,764,090    $(0.05)

Liquidity and Capital Resources

As of December 31, 2020, the Company had a working capital surplus of $29,141,052 compared to a working capital deficit of $2,605,318 as of June 30, 2020. Cash and cash equivalents at December 31, 2020 totaled $34,375,809 compared to $4,141,494 at June 30, 2020. During the six months ended December 31, 2020 the Company had a net cash inflow of $30,234,315.

On December 18, 2020, the Company closed a prospectus financing of 15,697,500 common shares at a price of $2.20 for aggregate gross proceeds of $34,534,500. The Company incurred $2,663,118 of costs related to the financing.

 

14


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

During the six months ended December 31, 2020, the Company issued 6,691,190 common shares upon the exercise of warrants for proceeds of $6,286,340 and issued 475,000 common shares upon the exercise of 475,000 stock options for proceeds of $408,750.

Subsequent to December 31, 2020, the Company has received proceeds of $2,145,762 upon the exercise of 2,087,937 warrants and $718,750 upon the exercise of 775,000 stock options.

Management has determined that the cash resources will be sufficient to continue operations in the short term and additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     December 31,
2020
     December 31,
2019
 

Non-Executive Chair of the Board due to Paloduro Investments Inc.

   $ 50,000      $ —    

President and Chief Operating Officer due to Green Core Consulting Ltd.

     250,000        150,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     250,000        150,000  

Due to Varo Corp Capital Partners Inc.

     170,000        120,000  

Director due to JSB Investments Inc.

     50,000        —    

Chief Financial Officer due to Kara Norman

     81,438        46,500  
  

 

 

    

 

 

 
   $ 851,438      $ 466,500  
  

 

 

    

 

 

 

As at December 31, 2020 there is $697,679 (June 30, 2020: $200,809) in accounts payable and accrued liabilities owing to officers of the Company. Included in the amount owing at the end of the period is $375,000 one-time bonus payment for calendar 2020 payable to directors and officers of the Company.

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 131,942,947 common shares issued and outstanding, 13,475,784 stock options and 9,076,568 warrants outstanding. Of the warrants outstanding, 700,000 are exercisable to acquire one common shares at $0.25 expiring May 10, 2021, 2,347,500 are exercisable to acquire one common share at $1.30 expiring March 21, 2022, 146,361 are exercisable to acquire one common share at $1.00 expiring on March 21, 2021, 150,000 are exercisable to acquire one common share at $1.30 expiring on April 10, 2021 and 5,882,707 are exercisable to acquire one common share at $1.00 expiring on February 20, 2022. The 5,882,707 warrants issued on February 20, 2020 are subject to acceleration under certain circumstances.

 

15


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  

Exercise

Price

$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        1.04        1.05        1,250,000        1.05  

0.96

     2,340,000        1.33        0.96        2,340,000        0.96  

1.02

     435,784        0.48        1.02        435,784        1.02  

2.10

     500,000        2.02        2.10        500,000        2.10  

1.40

     1,900,000        2.55        1.40        1,900,000        1.40  

1.00

     550,000        1.12        1.00        750,000        1.00  

0.75

     150,000        2.67        0.75        150,000        0.75  

0.76

     4,450,000        2.06        0.76        4,450,000        0.76  

0.75

     600,000        2.21        0.75        850,000        0.75  

0.81

     100,000        2.24        0.81        75,000        0.81  

3.39

     1,200,000        4.93        3.39        1,200,000        3.39  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,475,784        1.21        1.22        13,450,784        1.22  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended December 31, 2020 and the year ended June 30, 2020.

 

16


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

Financial Instruments and Risk Management – continued

 

 

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

December 31, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 34,375,809      $ —        $ —        $ 34,375,809  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instrument which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at December 31, 2020, the Company has a working capital surplus of $29,141,052. The Company is actively engaged in raising additional capital to meet financial obligations.

 

17


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

Financial Instruments and Risk Management – continued

 

 

(iv)

Currency Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     December 31, 2020
$
     June 30, 2020
$
 

Cash

     583,740        574,506  

Accounts payable

     (5,689,643      (6,426,587

Convertible loan

     (4,585,823      (4,955,500

At December 31, 2020, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.2732. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $970,000 in the Company’s comprehensive loss for the year to date.

4. RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or

 

18


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

 

19


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), Livent Corporation (NYSE:LTHM), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co. Ltd. and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of the Company’s common shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

 

20


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The

 

21


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the

 

22


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company

 

23


 

STANDARD LITHIUM LTD

Management’s Discussion and Analysis

For the Six Months Ended December 31, 2020

 

 

 

 

is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Impact of COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

24

Exhibit 99.78

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kara Norman, Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended December 31, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: February 21, 2021

“Kara Norman”

Kara Norman

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.79

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended December 31, 2020.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: February 25, 2021

“Robert Mintak”

Robert Mintak

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.80

 

LOGO

STANDARD LITHIUM SUCCESSFULLY PRODUCES >99.985% PURITY BATTERY

QUALITY LITHIUM CARBONATE USING OEM TECHNOLOGY AND

COMMENCES LITHIUM HYDROXIDE CONVERSION PROGRAM

 

 

HIGHLIGHTS

 

 

 

>99.985% purity lithium carbonate produced using ‘off-the-shelf’ OEM technology

 

 

 

Now successfully demonstrated two different flowsheets for producing battery-quality carbonate

 

 

 

Launch of work converting Arkansas-produced LiCl into battery quality lithium hydroxide

Vancouver, BC – 1st March, 2021 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company today announced that it has successfully completed the conversion of its Arkansas-produced lithium chloride into 99.985% pure lithium carbonate using OEM technology. The work was completed by Veolia Water Technologies (Veolia) at their facility in Plainfield, Illinois, and demonstrates that the lithium chloride intermediate product produced by Standard Lithium’s industrial scale LiSTR Direct Lithium Extraction (“DLE”) plant in Arkansas can be converted into better-than battery quality lithium carbonate using established OEM carbonation technology.

Dual Track Program for Lithium Carbonate Conversion

As part of a continuous process of derisking the Arkansas Lithium Project, Standard Lithium opted to evaluate two different processes to convert the LiCl solution made by the Arkansas DLE plant into a battery-quality material. The first was using the Company’s own patent-pending SiFT technology as previously reported (see news release dated December 03rd 2020). The second, as reported here, was via conventional technology, widely used within the industry and


performed by Veolia. Concentrated lithium chloride solution produced by Standard Lithium was sent to Veolia and was then converted to lithium carbonate using a conventional flowsheet. This involves additional concentration; chemical softening/purification; initial conversion to solid lithium carbonate; redissolution to a bicarbonate solution and final crystallisation, washing and drying of battery quality lithium carbonate. The material produced was of exceptionally high purity, as shown in Table 1 below where the composition is compared to typical specifications for battery-grade lithium carbonate compiled from a variety of commercial sources and producers’ specifications

Table 1: Analysis of Lithium Carbonate

 

    

Specification

  

Standard Lithium

Element

  

Target

  

Li2CO3 Sample

   ppm    ppm

Chloride

   <100    <50

Sulphur

   <50    <10

Aluminium

   <10    <3

Barium

   <1    <1

Calcium

   <160    <10

Chromium

   <10    <1

Copper

   <10    <1

Iron

   <5    <1

Lead

   <10    <1

Magnesium

   <70    <10

Manganese

   <10    <1

Nickel

   <6    <1

Zinc

   <5    <1

Sodium

   <500    14

Potassium

   <10    <10

Boron

   <30    <1

Silicon

   <40    26
   Total Impurities    <142

The total impurities of <142 ppm implies an overall purity of >99.985%.

The Company has now successfully demonstrated two separate crystallisation flowsheets that can take lithium chloride produced from the Smackover Formation brine and convert it into high purity battery-quality lithium carbonate. As the Company continues to move towards commercialisation, successful demonstration of alternative technologies in key areas of the


flowsheet allows it to reduce project execution risk and offers greater flexibility regarding the final flowsheet that will be deployed at commercial scale.

Lithium Hydroxide Conversion Program

Standard Lithium continues to innovate and optimise its flowsheet, and with a view to expanding product offerings from the Smackover resource, it has commenced work to assess the feasibility of directly converting LiCl produced by the LiSTR DLE plant in Arkansas into battery quality lithium hydroxide. This work is ongoing, and the Company will provide results as they become available.

Dr. Andy Robinson, President and COO of Standard Lithium commented “We’ve now demonstrated that we can convert to battery quality lithium carbonate using the Company’s SiFT technology; that we can get to the same end-product using established technology developed and sold by global OEMs; and now we’re looking to add battery quality lithium hydroxide to the product offering. In the background, we continue to rapidly advance both project and corporate development work. We’re excited about reaching the various milestones ahead of us and, if we’re successful, taking this globally important project into commercialisation.”

Quality Assurance

Dr. Ron Molnar, Professional Metallurgical Engineer (Ontario P.E.# 100111288), is a qualified person as defined by NI 43-101, is independent of the Company, and has reviewed and approved the scientific and technical information that forms the basis for this news release.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for


proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director. For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.81

 

LOGO

STANDARD LITHIUM CEO ROBERT MINTAK, COO DR. ANDY ROBINSON TO

PARTICPATE IN FIRESIDE CHAT AT THE 33rd ANNUAL ROTH CONFERENCE

 

 

Vancouver, BC – 12 March 2021 – Standard Lithium Ltd. (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company, will participate in a live virtual fireside chat during the 33rd Annual ROTH Growth Conference on Monday, March 15 at 5:30pm ET.

Standard Lithium CEO Robert Mintak and President and COO Dr. Andy Robinson will discuss matters of interest to investors, including the complexities of the global lithium market, current lithium production factors, and the broader push by automakers and governments to prioritize investments in EVs. They will also provide background about Standard Lithium’s progress toward ramping up the first new commercial lithium project in the U.S. in more than half a century.

In addition to Standard Lithium’s presentation, the ROTH conference will feature public and private companies across a variety of industry sectors, followed by one-on-one and small group meetings, as well as expert panels that will be open to institutional investors, analysts, family offices and high-net-worth investors.

To submit a registration request, click here. To schedule a one-on-one meeting with Standard Lithium, please contact your ROTH representative.

About ROTH Capital Partners

ROTH Capital Partners, LLC “ROTH” is a relationship-driven investment bank focused on serving emerging growth companies and their investors. As a full-service investment bank, ROTH provides capital raising, M&A advisory, analytical research, trading, market-making services and corporate access. Headquartered in Newport Beach, CA, ROTH is privately held and employee owned. For more information on ROTH, please visit www.roth.com.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to


selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally-friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.82

 

LOGO

FORMER U.S. ASSISTANT SECRETARY OF STATE FOR ENERGY RESOURCES

FRANK FANNON JOINS STANDARD LITHIUM ADVISORY BOARD

 

 

El Dorado, Arkansas – 5 April 2021 – Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company, today announced that the Honorable Francis R. Fannon has joined the company in the role of Strategic Advisor. Mr. Fannon will bring his deep expertise from both the public and private sector to actively support senior management on strategic issues, enhancing the Company’s overall capital markets profile and accelerating development and commercialization activities.

In 2018, Fannon was unanimously confirmed by the United States Senate to serve as the inaugural Assistant Secretary of State for Energy Resources. In his role with the State Department, Fannon elevated global awareness of the role that critical materials like lithium play in the energy transition. He led bilateral and multinational coalitions to help countries responsibly develop clean energy minerals and fostered more transparent markets. Fannon began his career in public service working as an aide for two members of the U.S. Senate before becoming Counsel to the United States Senate Committee on Environment and Public Works.

Prior to his service with the State Department, Fannon led several organizations and created business opportunities as a corporate executive for more than two decades. As Managing Director of BHP, Fannon established the company’s U.S. Corporate Affairs function. He created and led a comprehensive strategy to support the company’s growing footprint and expand its American shareholder base. Frank also served as Chief U.S. Advisor to the BHP Foundation, focused on transparency and governance, environmental resilience, and education equity.

Fannon also previously served as Senior Director for Government Affairs for Murphy Oil Corporation. In this role he facilitated new country entry in multiple regions, co-negotiated production sharing contracts, and managed crisis communications and stakeholder engagement. Under Frank’s guidance, Murphy Oil developed and successfully executed the industry’s first point-of-purchase consumer energy campaign.

Standard Lithium CEO Robert Mintak stated, “Frank has tremendous knowledge about the new energy economy and the importance of secure, domestic supplies of critical materials like lithium. His previous role with Murphy Oil, which included a stint in El Dorado, provides him broad understanding about how to grow an industry leading company that creates good-paying jobs and contributes to the nation’s economy. Frank will be a valuable asset to Standard Lithium, and we are excited to welcome him aboard.”

“Standard Lithium has a proven concept that has the potential to be transformative for the lithium industry and provides a near-term answer to achieving a sustainable North American clean energy supply chain. The company has built a technology platform that can help ramp up domestic lithium supply faster and


with greater respect to natural resources and the environment. I’m excited to join a team of professionals who have had tremendous success and I look forward to helping grow Standard Lithium into a leader in the lithium market,” said Frank Fannon.

About Standard Lithium Ltd.

Standard Lithium (TSXV: SLL) is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The Company has commissioned its first-of-a-kind industrial scale Direct Lithium Extraction Demonstration Plant at LANXESS’ South Plant facility in southern Arkansas. The Demonstration Plant utilizes the Company’s proprietary LiSTR technology to selectively extract lithium from LANXESS’ tailbrine. The Demonstration Plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino County, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC - Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

Exhibit 99.83

STANDARD LITHIUM COMMENCES PRELIMINARY ECONOMIC ASSESSMENT TO PRODUCE

LITHIUM HYDROXIDE FROM SOUTH ARKANSAS TETRA PROPERTY

EL DORADO, AR., May 17th, 2021 (GLOBE NEWSWIRE) — Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHF) (FRA: S5L), an innovative technology and lithium project development company has commenced work on a Preliminary Economic Assessment (“PEA”) on its TETRA Property located in the south-western region of Arkansas.

The PEA will consider an integrated project including; brine supply and injection wells, pipelines and brine treatment infrastructure, a Direct Lithium Extraction plant using the Company’s proprietary LiSTR technology, and a lithium chloride to lithium hydroxide conversion plant.

Standard Lithium has engaged NORAM Engineering and Constructors Ltd. (“NORAM”) as the lead consultant, to prepare and coordinate the PEA with support of a multi-disciplinary team. NORAM will be supported by Hunt, Guillot & Associates from Ruston, Louisiana in key areas such as brine supply, injection well and pipeline design and construction costs.

In January 28, 2019, an NI 43-101 Inferred Resource of 802,000 tonnes Lithium Carbonate Equivalent (“LCE”) was reported for the TETRA Property which is contained within the Smackover Formation, a Jurassic limestone aquifer that underlies the entire property. This brine resource is in an area where there is localized oil and gas production and is adjacent to Albemarle Corporation’s producing brine leases.

The Company expects to complete the Preliminary Economic Assessment in early Q3 2021.

Tetra Property Highlights:

 

 

 

27,262 net acres of brine leases

 

 

 

Average lithium grades for the North and South Resource Areas were 160 mg/L and 399 mg/L, respectively. Brine samples collected in 2018 contained lithium between 347 and 461 mg/L

 

 

 

Significant existing infrastructure, road, power, pipelines, water and rail

 

 

 

Well characterized geology with extensive data including 2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Smackover Formation.

Dr. Andy Robinson, Standard Lithium President and COO, commented, “We continue to evaluate and accelerate our lithium brine project development activities in Southern Arkansas. The TETRA project is a very high quality resource with excellent lithium grades, reservoir characteristics and existing infrastructure. We have an experienced integrated technical team in place, led by NORAM, that will deliver a PEA that demonstrates the immense value it contains. This work will continue Standard Lithium’s mission of combining technological improvements with the highest quality lithium brine assets to deliver the next generation of sustainable lithium products in North America.”

Quality Assurance

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the relevant technical information that forms the basis for this news release. Mr. Ross is a consultant to the Company.

About Standard Lithium Ltd.

 

1


Standard Lithium is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The company has commissioned its first-of-a-kind industrial-scale direct lithium extraction demonstration plant at Lanxess’s south plant facility in southern Arkansas. The demonstration plant utilizes the company’s proprietary LiSTR technology to selectively extract lithium from Lanxess’s tail brine. The demonstration plant is being used for proof-of-concept and commercial feasibility studies. The scalable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino county, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC - Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Twitter @standardlithium

Linkedin https://www.linkedin.com/company/standard-lithium/

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

 

2

Exhibit 99.84

 

LOGO

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian dollars—unaudited)

Nine months ended March 31, 2021 and 2020


STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Financial Position

As at March 31, 2021 and June 30, 2020

(Expressed in Canadian dollars)

 

     March 31,
2021
(unaudited)
    June 30,
2020
(audited)
 

ASSETS

    

Current assets

    

Cash

   $ 30,264,027     $ 4,141,494  

Receivables

     152,041       44,908  

Prepaid expenses

     338,991       281,616  
  

 

 

   

 

 

 
     30,755,059       4,468,018  
  

 

 

   

 

 

 

Non-current assets

    

Reclamation deposit (Note 5)

     78,794       85,392  

Exploration and evaluation assets (Note 3)

     29,046,957       28,948,349  

Intangible asset (Note 6)

     1,739,202       1,882,609  

Pilot plant (Note 8)

     15,482,217       22,377,444  
  

 

 

   

 

 

 
     46,347,170       53,293,794  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 77,102,229     $ 57,761,812  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities

   $ 1,501,468     $ 7,073,336  
  

 

 

   

 

 

 

Non-current liabilities

    

Convertible loan (Note 9)

     4,575,867       4,955,500  

Decommissioning provision (Note 10)

     125,750       136,280  
  

 

 

   

 

 

 
     4,701,617       5,091,780  
  

 

 

   

 

 

 

TOTAL LIABILITIES

     6,203,085       12,165,116  
  

 

 

   

 

 

 

EQUITY

    

Share capital (Note 11)

     115,056,343       70,990,300  

Reserves (Note 11)

     19,146,673       15,716,067  

Deficit

     (61,537,162     (43,183,131

Accumulated other comprehensive income (loss)

     (1,766,710     2,073,460  
  

 

 

   

 

 

 

TOTAL EQUITY

     70,899,144       45,596,696  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 77,102,229     $ 57,761,812  
  

 

 

   

 

 

 

Nature and Continuance of Operations (Note 1)

Commitments (Note 3 & 12)

Subsequent Events (Note 15)

Approved by the Board of Directors and authorized for issue on May 26, 2021.

 

“Robert Mintak”

     

“Dr. J. Andrew Robinson”

Director

     

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Comprehensive Loss

Three and nine months ended March 31, 2021 and 2020

(Expressed in Canadian dollars - unaudited)

 

     Three months ended
March 31,
   

Nine months ended

March 31,

 
     2021     2020     2021     2020  

Administrative Expenses

        

Advertising and investor relations

     220,383       60,421       360,467       262,458  

Amortisation – intangible asset (Note 6)

     47,105       —         143,407       —    

Amortisation – pilot plant (Note 8)

     3,310,466       —         8,035,456       —    

Consulting fees

     228,027       121,042       626,184       473,091  

Filing and transfer agent

     34,617       19,635       113,966       63,793  

Foreign exchange

     (62,925     1,017,815       (664,251     941,900  

Management fees (Note 12)

     342,721       230,513       1,194,159       697,013  

Office and administration

     184,656       106,901       373,790       236,678  

Patent

     47,304       6,643       153,509       63,652  

Pilot plant operations

     1,103,315       —         3,072,222       —    

Preliminary economic assessment

     15,380       435       15,380       88,273  

Professional fees

     141,552       100,495       351,803       230,051  

Project investigation

     65,841       —         65,841       —    

Share-based payments (Notes 11, 12)

     4,077,810       1,538,921       4,369,031       1,716,647  

Travel

     400       42,960       458       101,426  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations before other items

     (9,756,652     (3,245,781     (18,211,422     (4,874,982
  

 

 

   

 

 

   

 

 

   

 

 

 

Other (expenses) income

        

Debt settlement expense

     —         —         —         (83,414

Interest and accretion expense

     (45,782     (81,842     (142,609     (99,975
  

 

 

   

 

 

   

 

 

   

 

 

 
     (45,782     (81,842     (142,609     (183,389
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (9,802,434     (3,327,623     (18,354,031     (5,058,371
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive gain/(loss)

        

Item that may be reclassified subsequently to income or loss:

        

Currency translation differences of foreign operations

     (543,331     2,463,087       (3,840,170     2,260,296  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

     (10,345,765     (864,536     (22,194,201     (2,798,075
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted loss per share

   $ (0.07   $ (0.04   $ (0.16   $ (0.06

Weighted average number of common shares outstanding – basic and diluted

     131,278,932       88,699,021       116,861,235       88,260,683  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Changes in Equity

Nine months ended March 31, 2021 and 2020

(Expressed in Canadian dollars - unaudited)

 

     Number
of
shares
     Share
capital
     Number
of
warrants
     Special
warrants
     Shares to be
issued
    Reserves     Deficit     Accumulated
Other
Comprehensive
Gain (Loss)
    Total  

Balance, June 30, 2019

     87,594,076      $ 57,875,488        —        $ —        $ 475,000     $ 13,544,859     $ (33,655,763   $ 138,120     $ 38,377,704  

Share-based payments

     —          —          —          —          —         1,716,647       —         —         1,716,647  

Shares issued for evaluation & exploration assets

     500,000        360,000        —          —            —         —           360,000  

Shares issued for intangible asset

     500,000        475,000           —          (475,000     —         —           —    

Warrants exercised

     150,000        37,500        —          —          —         —         —         —         37,500  

Special warrants issued, net of costs

     —          —          16,140,220        11,927,931                11,927,931  

Net loss for the period

     —          —          —          —          —         —         (5,058,371     —         (5,058,371

Currency translation differences for foreign operations

     —          —          —          —          —         —         —         2,260,296       2,260,296  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2020

     88,744,076        58,747,988        16,140,220        11,927,931        —         15,261,506       (38,714,134     2,398,416       49,621,707  

Balance, June 30, 2020

     105,497,320      $ 70,990,300        —        $ —        $ —       $  15,716,067     $ (43,183,131   $ 2,073,460     $ 45,596,696  

Share-based payments

     —          —          —          —          —         4,369,031       —         —         4,369,031  

Shares issued for cash, net of costs

     15,697,500        31,867,688        —          —          —         —         —         —         31,867,688  

Shares issued for evaluation & exploration assets

     500,000        1,025,000        —          —            —         —           1,025,000  

Stock options exercised

     1,325,000        2,142,425           —          —         (938,425     —           1,204,000  

Warrants exercised

     9,856,504        9,030,930        —          —          —         —         —         —         9,030,930  

Net loss for the period

     —          —          —          —          —         —         (18,354,031     —         (18,354,031

Currency translation differences for foreign operations

     —          —          —          —          —         —         —         (3,840,170     (3,840,170
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2021

     132,876,324      $  115,056,343        —        $ —        $ —       $ 19,146,673     $ (61,537,162   $ (1,766,710   $ 70,899,144  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


 

STANDARD LITHIUM LTD.

Condensed Consolidated Interim Statements of Cash Flows

Nine months ended March 31, 2021 and 2020

(Expressed in Canadian dollars - unaudited)

 

     Nine Months Ended  
     March 31,
2021
    March 31,
2020
 

Cash flows from (used in) operating activities

    

Net loss

   $ (18,354,031   $ (5,058,371

Add items not affecting cash

    

Share-based payments

     4,369,031       1,716,647  

Interest accrued

     73,927       99,975  

Debt settlement expense

     —         83,414  

Unrealized foreign exchange

     (793,790     402,348  

Amortisation – pilot plant

     8,035,456       —    

Amortisation – intangible asset

     143,407       —    

Net changes in non-cash working capital items to operations:

    

Receivables

     (107,133     (547,716

Prepaid expenses

     (57,375     (47,244

Accounts payable and accrued liabilities

     227,567       (3,219,246
  

 

 

   

 

 

 

Net cash used in operating activities

     (6,462,941     (6,570,193
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Exploration and evaluation assets

     (5,535,052     (1,152,869

Intangible asset

     —         (500,000

Pilot plant

     (3,982,092     (8,711,566
  

 

 

   

 

 

 

Net cash used in investing activities

     (9,517,144     (10,364,435
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from private placement, net of costs

     31,867,688       —    

Proceeds from issuance of special warrants, net of costs

     —         11,927,931  

Proceeds from convertible loan, net of costs

     —         4,670,358  

Exercise of warrants

     9,030,930       37,500  

Exercise of options

     1,204,000       —    
  

 

 

   

 

 

 

Net cash from financing activities

     42,102,618       16,635,789  
  

 

 

   

 

 

 

Net change in cash

     26,122,533       (298,839

Cash, beginning of period

     4,141,494       6,849,114  
  

 

 

   

 

 

 

Cash, end of period

   $ 30,264,027     $ 6,550,275  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

1.

Nature and Continuance of Operations

 

Standard Lithium Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998 under the name Tango Capital Corp. On April 7, 1999, the Company changed its name to Patriot Capital Corp. and to Patriot Petroleum Corp. effective March 5, 2002. On December 1, 2016 the Company continued under the Canadian Business Corporations Act and changed its name to Standard Lithium Ltd. The Company’s principal operations are comprised of exploration for and development of lithium brine properties in the United States of America (“USA”). The address of the Company’s corporate office and principal place of business is 110, 375 Water Street, Vancouver, British Columbia, Canada, V6B 5C6. The Company’s shares are listed on the TSX Venture Exchange under the symbol “SLL”.

The condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company has no sources of revenue and as at March 31, 2021 had an accumulated deficit of $61,537,162 (June 30, 2020—$43,183,131). These matters raise significant doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise equity financings. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

During March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse developments, has adversely affected workforces, economies and financial markets globally, leading to an economic downturn. The impact of COVID-19 on the Company’s operations has not been significant, but management continues to monitor the situation.

 

2.

Basis of Presentation

 

 

a)

Statement of compliance

The condensed consolidated interim financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

These condensed consolidated interim financial statements comply with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed consolidated interim financial statements do not include all of the information required of a complete set of consolidated financial statements and are intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and the performance of the Company since the end of its last annual reporting period. It is therefore recommended that these condensed consolidated interim financial statements be read in conjunction with the annual consolidated financial statements of the Company for the year ended June 30, 2020, which were prepared in accordance with IFRS as issued by the IASB.


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

2.

Basis of Presentation – continued

 

 

b)

Basis of consolidation

 

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. On February 21, 2017, the Company acquired Moab Minerals Corp. and its wholly owned subsidiary 1093905 Nevada Corp. Moab Minerals Corp. was incorporated under the British Columbia Business Corporations Act and 1093905 Nevada Corp. was incorporated in the State of Nevada, USA. On March 17, 2017, the Company incorporated California Lithium Ltd. in the State of Nevada, USA. On June 13, 2017, the Company acquired Vernal Minerals Corp. and its wholly owned subsidiary Arkansas Lithium Corp. Vernal Minerals Corp. was incorporated under the British Columbia Business Corporations Act and Arkansas Lithium Corp. was incorporated in the State of Nevada, USA. On December 13, 2018, the Company acquired 2661881 Ontario Limited which was incorporated under the laws of Ontario. On February 3, 2021, the Company incorporated Texas Lithium Holding Corp. in the Province of British Columbia and on February 11, 2021 the Company incorporated its wholly owned subsidiary Texas Lithium Corp. in the State of Nevada, USA. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

 

c)

Functional and presentation currency

Items included in the condensed consolidated interim financial statements of the Company and its wholly owned subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its Canadian subsidiaries, Moab Minerals Corp., Vernal Minerals Corp., 2661881 Ontario Limited and Texas Lithium Holding Corp. is the Canadian dollar. The functional currency of 1093905 Nevada Corp., California Lithium Ltd., Arkansas Lithium Corp. and Texas Lithium Corp. is the United States dollar.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are included in profit and loss.

The results and financial position of a subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

 

 

Assets and liabilities are translated at the closing rate at the reporting date;

 

 

 

Income and expenses for each income statement are translated at average exchange rates for the period; and

 

 

 

All resulting exchange differences are recognised in other comprehensive income as cumulative translation adjustments.

On consolidation, exchange differences arising from the translation of the net investment in foreign entity is taken to accumulated other comprehensive loss. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

 

8


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

2.

Basis of Presentation – continued

 

 

d)

Basis of measurement

 

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss which are stated at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

3.

Exploration and Evaluation Expenditures

 

     California
Property
$
     Arkansas
Property
$
     Total
$
 

Acquisition costs:

        

Balance, June 30, 2019

     8,101,447        10,863,335        18,964,782  

Acquisition of property

     1,320,347        960,910        2,281,257  

Effect of movement in foreign exchange rates

     331,972        449,077        781,049  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     9,753,766        12,273,322        22,027,088  

Acquisition of property

     1,147,164        945,338        2,092,502  

Effect of movement in foreign exchange rates

     (753,648      (948,328      (1,701,976
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2021

     10,147,282        12,270,332        22,417,614  

Exploration Costs:

        

Balance, June 30, 2019

     4,367,380        2,049,687        6,417,067  

Other exploration costs

     6,317        231,137        237,454  

Effect of movement in foreign exchange rates

     181,021        85,719        266,740  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     4,554,718        2,366,543        6,921,261  

Other exploration costs

     9,890        232,979        242,869  

Effect of movement in foreign exchange rates

     (351,931      (182,856      (534,787
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2021

     4,212,677        2,416,666        6,629,343  
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2020

     14,308,484        14,639,865        28,948,349  
  

 

 

    

 

 

    

 

 

 

Balance, March 31, 2021

     14,359,959        14,686,998        29,046,957  
  

 

 

    

 

 

    

 

 

 

 

9


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

California Property

On August 11, 2016, the Company entered into an option purchase and assignment agreement (the “Option Purchase Agreement”) with TY & Sons Explorations (Nevada), Inc. (“TY & Sons”) and Nevada Alaska Mining Company Inc. (“Nevada Mining”), pursuant to which the Company will acquire all of TY & Sons’ right, title and interest in a property option agreement between TY & Sons and Nevada Mining, as property owner (the “Underlying Option Agreement”). Under the Underlying Option Agreement, TY & Sons has the option (the “Option”) to acquire from Nevada Mining an interest in the California Property (collectively, the “Option Purchase”), which comprises mineral claims situated in San Bernardino County, California. The transaction, having received the approval of the TSX Venture Exchange, closed on November 17, 2016. As consideration, the Company issued 14,000,000 common shares of the Company and paid certain costs incurred to TY & Sons.

In order to exercise the Option pursuant to the terms of the Underlying Option Agreement, the Company will be required to pay the total sum of US$325,000 and issue an aggregate of 2,500,000 common shares to Nevada Mining as follows:

 

 

 

US$125,000 on closing of the Option Purchase Agreement (paid)

 

 

 

US$50,000 on or before July 7, 2017 (paid)

 

 

 

US$50,000 on or before July 7, 2018 (paid)

 

 

 

US$50,000 on or before July 7, 2019 (paid)

 

 

 

US$50,000 on or before July 7, 2020 (paid)

 

 

 

Issue 500,000 common shares on closing of the Option Purchase Agreement (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2017 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2018 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2019 (issued)

 

 

 

Issue 500,000 common shares on or before October 1, 2020 (issued)

The property is subject to a 2.5% net smelter return royalty on commercial production from the mineral claims, in favour of Nevada Mining, of which 1.0% may be repurchased for US$1,000,000 on or before July 7, 2019. The property is also subject to an additional 0.5% net smelter returns royalty applicable to any after acquired properties in the area of interest stipulated by the Option Purchase Agreement, also in favour of Nevada Mining.

On May 1, 2017, the Company signed a Property Lease Agreement with National Chloride Company of America (“National Chloride”) for rights to an adjacent property to the California Property, with approximately 12,290 acres. Under this Property Lease Agreement, the Company paid US$25,000 at signing of a Letter of Intent and will be required to pay the total sum of US$1,825,000 and issue an aggregate of 1,700,000 common shares of the Company to National Chloride as follows:

 

10


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

California Property – continued

 

 

 

US$25,000 on the Purchase Agreement date (paid)

 

 

 

US$50,000 on or before November 24, 2017 (paid)

 

 

 

US$100,000 on or before May 24, 2018 (paid)

 

 

 

US$100,000 on or before May 24, 2019 (paid)

 

 

 

US$100,000 on or before May 24, 2020 (paid)

 

 

 

US$100,000 on or before May 24, 2021 (paid)

 

 

 

US$100,000 on or before May 24, 2022

 

 

 

US$250,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 100,000 common shares on the closing date (issued)

 

 

 

Issue 100,000 common shares on or before November 24, 2017 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2019 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2020 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2021 (issued)

 

 

 

Issue 200,000 common shares on or before May 24, 2022

 

 

 

Issue 500,000 common shares successful completion of a pre-feasibility study

It is expressly agreed that the “Leased Rights” are limited to lithium exploration and production activities and operations. The Company will pay a two percent royalty on gross revenue derived from the properties to National Chloride, subject to a minimum annual royalty payment of US$500,000. On September 1, 2017, the Property Lease Agreement was amended to include an additional approximately 6,000 acres adjacent to the 12,290 acres. The amendment agreement continues all the economic terms of the previous lease agreement with National Chloride, with the additional requirement that the Company will be responsible for ongoing carrying costs associated with the additional claims. A payment of $56,873 (US$44,805) was made to the Bureau of Land Management, Department of the Interior (“BLM”) for these carrying costs.

On April 23, 2018 the Company entered into an exploration and option agreement (“EOA”), with TETRA Technologies, Inc. (“TETRA”), to secure access to additional operating and permitted land consisting of approximately 12,100 acres in Bristol Dry Lake, and up to 11,840 acres in the adjacent Cadiz Dry Lake, Mojave Desert, California. The EOA with TETRA allows for the exclusive right to negotiate and conduct exploration activities and to enter into a mineral lease to allow exploration and production activities for lithium extraction on property held under longstanding mining claims and permits by TETRA.

 

11


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

California Property – continued

In connection with the entering into of the EOA, the Company made a non-refundable deposit of $131,680 (US$100,000) (See Note 5), and will be required to pay the total sum of US$2,700,000 and issue an aggregate of 3,400,000 common shares of the Company to TETRA Technologies, Inc. as follows:

 

 

 

US$100,000 initial payment on April 23, 2018 (paid)

 

 

 

US$100,000 on or before October 23, 2018 (paid)

 

 

 

US$200,000 on or before April 23, 2019 (paid)

 

 

 

US$200,000 on or before April 23, 2020 (paid)

 

 

 

US$200,000 on or before April 23, 2021(paid)

 

 

 

US$200,000 on or before April 23, 2022

 

 

 

US$200,000 on or before April 23, 2023

 

 

 

US$500,000 upon successful completion of a pre-feasibility study

 

 

 

US$1,000,000 upon successful completion of a bankable feasibility study

 

 

 

Issue 200,000 common shares on April 23, 2018 (issued)

 

 

 

Issue 200,000 common shares on or before October 23, 2018 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2019 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2020 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2021 (issued)

 

 

 

Issue 400,000 common shares on or before April 23, 2022

 

 

 

Issue 400,000 common shares on or before April 23, 2023

 

 

 

Issue 1,000,000 common shares successful completion of a pre-feasibility study

 

12


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

3.

Exploration and Evaluation Expenditures—continued

 

Arkansas Property

On July 26, 2017, the Company entered into a Memorandum of Understanding (MOU) with a non-affiliated NYSE-listed company (the “Vendor”) with regard to an option to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 33,000 net brine acres located in Columbian and Lafayette Counties, Arkansas. At signing of the MOU, a non-refundable deposit of $614,150 (US$500,000) was made with additional fees and payment obligations in the future if the option is executed and exercised, and subject to certain conditions.

On December 29, 2017, the Company entered into an Option Agreement to proceed with the transaction (the “Agreement Date”). Under this Option Agreement, the Company will be required to make payments to the Vendor as follows:

 

 

 

US$500,000 before January 28, 2018 (paid)

 

 

 

An additional US$600,000 on or before December 29, 2018 (paid)

 

 

 

An additional US$700,000 on or before December 29, 2019 (paid)

 

 

 

An additional US$750,000 on or before December 29, 2020 (paid)

 

 

 

Additional annual payments of US$1,000,000 on or before each annual anniversary of the Agreement Date, beginning with that date that is 48 months following the Agreement Date, until the earlier of the expiration of the Exploratory Period or, if the Optionee exercises the Option, the Optionee beginning payment of the Royalty.

During the Lease Period, at any time following the commencement of Commercial Production, the Company agreed to pay a Royalty of 2.5% of gross revenue (minimum Royalty US$1,000,000) to the underlying owner.

On May 4, 2018 the Company entered into a Memorandum of Understanding (“MOU”), with LANXESS Corporation (“LANXESS”) with the purpose of testing and proving the commercial viability of extraction of lithium from brine that is produced as part of LANXESS’ bromine extraction business at its three southern Arkansas facilities.The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products extracted from tail brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial $3,834,000 (US$3,000,000) reservation fee to LANXESS to secure access to the tail brine, with an additional US$3,000,000 reservation fee due upon completion of certain development phases which were completed prior to the year end of June 30, 2019. The additional US$3,000,000 fee was paid during the period ended March 31, 2021.

 

4.

Deposit on mineral property

On October 23, 2017, the Company entered into a Memorandum of Understanding (“MOU”) with TETRA Technologies, Inc. and in connection with entering into the MOU, made a non-refundable deposit of $125,750 (US$100,000). On April 23, 2018, the Company entered into an EOA (as described in Note 3) with TETRA and upon entering into the EOA the non-refundable deposit was reclassified from deposit on mineral property to exploration and evaluation assets.

 

13


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

5.

Reclamation deposit

On September 6, 2017, the Company paid $78,794 (US$62,659) for a reclamation bond to the Bureau of Land Management California State (“BLM”) with respect to the exploration trenching and drilling on Bristol Dry Lake. This amount was determined by the BLM to be sufficient to meet all anticipated reclamation requirements.

 

6.

Intangible asset

On December 13, 2018, the Company acquired 2661881 Ontario Limited (“2661881”) from Craig Johnstone Brown (“Brown”) by purchasing all the issued and outstanding shares. 2661881 holds the intellectual property rights to a process for the selective extraction of lithium from brine solutions (the “IP Assets”). The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business.

The consideration payable by the Company to Brown will be comprised of cash and common shares of the Company as follows:

 

 

(i)

$50,000 deposit (paid);

 

 

(ii)

$250,000 on the closing date (paid);

 

 

(iii)

$250,000 promissory note payable six months after the closing date (paid);

 

 

(iv)

500,000 common shares on the closing date (issued);

 

 

(v)

$500,000 payable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether or not to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (paid); and

 

 

(vi)

500,000 shares issuable on the earlier of (i) the third anniversary of the closing date, (ii) the date that the Company conclusively determines whether to proceed with the commercial development of the IP Assets (regardless of the outcome of such decision); or (iii) such other date as the Company and Brown may agree in writing (the “Investment Date”) (issued).

On October 28, 2019, the Company agreed to accelerate the timeframe of completion of the payments and common share issuances detailed under items (v) and (vi) above to Brown by making (a) a cash payment of $250,000, on or before November 15, 2019 (paid); and (b) a further $250,000 (paid), and the issuance of 500,000 common shares (issued) on or before December 31, 2019. As at June 30, 2020, the Company had satisfied all payment and share issuance obligations due and owing with respect to the acquisition of 2661881 as detailed above.

 

14


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

6.

Intangible asset—continued

The fair value of the intangible assets acquired is as follows:

 

     $  

Consideration paid

  

Cash

     300,000  

Fair value of 500,000 common shares issued at closing date

     475,000  

Fair value of promissory note payable due six months after closing date

     226,391  

Cash payable on or before the Investment Date

     375,657  

Fair value of 500,000 common shares issuable on or before the Investment Date

     475,000  
  

 

 

 

Total consideration paid

     1,852,048  

Legal fees capitalized in connection with the acquisition of 2661881

     58,301  
  

 

 

 

Balance, June 30, 2019

     1,910,349  

Amortisation

     (27,740
  

 

 

 

Balance, June 30, 2020

     1,882,609  

Amortisation

     (143,407
  

 

 

 

Balance, March 31, 2021

     1,739,202  
  

 

 

 

The intangible asset represents purchase of intellectual property rights and was put in use in conjunction with the operation of the Company’s pilot plant on May 9, 2020 (Note 8).

 

7.

Asset under construction

The Company has developed a pilot plant for the extraction of battery-grade lithium from tail brine at the LANXESS facility in southern Arkansas. The pilot plant was under construction and not available for use until May 9, 2020 at which time the accumulated costs were reclassified to pilot plant and subject to depreciation (see Note 8).

 

8.

Pilot plant

On May 9, 2020, the Company commenced full-time operation of its LiSTR pilot plant, located at LANXESS’ south plant facility in El Dorado, Arkansas. The pilot plant is the culmination of over three years of research and development activities by the Company and its partners. The pilot plant is a bespoke DLE (Direct Lithium Extraction) plant, designed to extract lithium directly and continuously from Smackover Formation brines. The plant is designed to process up to 50 USGPM of brine, extract the lithium, and produce a high quality, concentrated lithium chloride intermediate product.

The pilot plant is being amortized on a straight-line basis over its estimated useful life of 2 years and has an estimated salvage value of $628,750 (US$500,000) at the end of its estimated useful life.

 

15


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

8.

Pilot plant—continued

As at March 31, 2021, the carrying value of the pilot plant is summarized as follows:

 

     $  

Balance at June 30, 2019

     —    

Costs transferred from asset under construction

     25,964,026  

Decommissioning provision

     136,280  

Amortisation

     (3,722,862
  

 

 

 

Balance at June 30, 2020

     22,377,444  

Additions

     2,396,807  

Amortisation

     (8,035,456

Effect of movement in foreign exchange rates

     (1,256,578
  

 

 

 

Balance at March 31, 2021

     15,482,217  
  

 

 

 

 

9.

Convertible loan

On October 29, 2019 (the “Closing Date”), the Company entered into a US$3,750,000 loan and guarantee agreement (the “Agreement”) with LANXESS Corporation (the “Lender”). The Loan was fully advanced to the Company on the Closing Date and will be used in the ongoing development of the Company’s pilot plant in southern Arkansas (see Note 8).

The principal amount of the Loan matures on the fifth anniversary of the Closing Date, provided that at the election of the Lender at any time after the second anniversary of the Closing Date, the Maturity Date shall be such earlier date as the Lender may elect by written notice provided to the Company at least 60 days before such earlier date. The Loan will be convertible at the option of the Lender at any time prior to the repayment of the Loan, at the Lender’s option, to convert all or any portion of a Loan into common shares and warrants of the Company at a rate such that for each US$1,000 of principal converted, the Lender will receive 1,667 common shares of the Company and one-half of one warrant to purchase an additional common share with an exercise price of $1.20 per common share for a term of three years. Assuming full conversion of the Loan principal, the Lender would receive 6,251,250 common shares and 3,125,625 warrants of the Company. All securities issued upon conversion of the Loan will be subject to four-month-and-one-day statutory hold period from the date the Loan was advanced.

The outstanding principal amount of the Loan will bear interest at an annual rate of 3.0%, subject to adjustments with accrued interest being payable in cash on each anniversary of the Closing Date. In the event that the Company has a positive consolidated operating cash flow, as shown on its consolidated financial statements, the Company will pay a fee to the Lender of 4.5% per annum on the average daily outstanding principal amount of the Loan from the issuance date to the date that the consolidated operating cash flow of the Company is positive. From and after the date on which the consolidated operating cash flow of the Company is positive, the annual interest rate increases to 7.5%. Pre-payments are permitted with prior written approval of the Lender and are subject to a prepayment fee of 3.0% on the portion of the Loan being prepaid.

 

16


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

9.

Convertible loan – continued

The Company determined that the Convertible loan contains an embedded foreign exchange derivative liability and a debt host liability. The embedded foreign exchange derivative liability was determined to be not material and therefore the Company assigned the full value on initial recognition to the debt host liability.

The gross proceeds of the Convertible loan were reduced by the transaction costs of US$199,869 resulting in a balance of US$3,550,131 on initial recognition. The Convertible loan is measured at amortized cost and will be accreted to maturity over the term at 4.1% per annum using the effective interest method.

 

     $  

Beginning balance at June 30, 2019

     —    

Initial recognition

     4,641,796  

Interest and accretion expense

     132,034  

Foreign exchange loss

     181,670  
  

 

 

 

Balance at June 30, 2020

     4,955,500  

Interest and accretion expense

     142,609  

Foreign exchange gain

     (522,242
  

 

 

 

Balance at March 31, 2021

     4,575,867  
  

 

 

 

 

10.

Decommissioning Provision

The following table presents the continuity of the decommissioning provision associated with the Company’s pilot plant:

 

     $  

Beginning balance at June 30, 2019

     —    

Initial recognition

     136,280  
  

 

 

 

Balance at June 30, 2020

     136,280  

Effect of movement in foreign exchange rates

     (10,530
  

 

 

 

Balance at March 31, 2021

     125,750  
  

 

 

 

The present value of the decommissioning provision of $125,750 (US$100,000) was calculated using an average risk-free rate of 0.25%. Decommissioning activities are expected to occur between 2023 and 2025.

 

11.

Share Capital

 

 

a)

Authorized capital

Unlimited number of common voting shares without nominal or par value

Unlimited number of preferred shares without par value issued in one or more series

132,876,324 common shares were issued and outstanding at March 31, 2021.

 

17


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital – continued

On October 1, 2019, the Company issued 500,000 common shares with a fair value of $360,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 27, 2019, the Company issued 500,000 common shares with a fair value of $475,000 in connection with the acquisition of 2661881 Ontario Limited and the intangible asset (Note 6).

On February 20, 2020, the Company closed a non-brokered private placement of 16,140,219 special warrants (each, a “Special Warrant”) at a price of $0.75 per Special Warrant for gross proceeds of $12,105,165. Each Special Warrant entitles the holder to receive, upon voluntary exercise prior to, or deemed exercise on, the Automatic Exercise Date (as defined below) and without payment or additional consideration, one unit (each, a “Conversion Unit”) of the Company. Each Conversion Unit will consist of one common share of the Company, and one-half-of-one common share purchase warrant (each whole warrant, a “Conversion Warrant”). Each Conversion Warrant will entitle the holder to acquire an additional common share of the Company, at a price of $1.00 per share for a period of 24 months from the issuance of the Special Warrants, subject to an accelerated expiry if the closing price of the Company’s shares is greater than $1.50 per share for a period of 15 consecutive trading days (the “Acceleration Event”). The Company will give notice to the holders of the Acceleration Event and the Conversion Warrants will expire 30 days thereafter. Each Special Warrant will be deemed exercised on the date (the “Automatic Exercise Date”) that is two (2) business days following the earlier of: (i) the date which is four-months-and-one day from completion of the private placement; and (ii) the date on which the Company obtains a receipt from the applicable securities regulatory authorities (the “Securities Commissions”) for a final prospectus qualifying distribution of the Conversion Units. In connection with the completion of the private placement, the Company paid finders’ fees of $120,132, issued 452,025 Conversion Warrants with a fair value of $133,644 to finders and also incurred other issuance costs in the amount of $57,102. All Special Warrants converted to unrestricted common shares on June 21, 2020.

On April 23, 2020, the Company issued 400,000 common shares with a fair value of $248,000 to TETRA Technologies, Inc. (Note 3).

On May 24, 2020, the Company issued 200,000 common shares with a fair value of $184,000 to National Chloride. (Note 3).

During the year ended June 30, 2020, the Company issued a total of 163,025 common shares for the exercise of share purchase warrants. The Company received proceeds of $53,525 upon exercise.

On October 1, 2020, the Company issued 500,000 common shares with a fair value of $1,025,000 to Nevada Alaska Mining Co. Ltd. (Note 3).

On December 18, 2020, the Company closed a prospectus financing of 15,697,500 common shares at a price of $2.20 for aggregate gross proceeds of $34,534,500. The Company incurred $2,666,812 of share issuance costs related to the financing.

 

18


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital—continued

During the nine months ended March 31, 2021, the Company issued a total of 9,856,504 common shares for the exercise of share purchase warrants. The Company received proceeds of $9,030,930 upon exercise.

During the nine months ended March 31, 2021, the Company issued a total of 1,325,000 common shares for the exercise of stock options. The Company received proceeds of $1,204,000 and reclassified $938,425 from reserves to share capital upon exercise.

 

 

b)

Warrants

Warrant transactions are summarized as follows:

 

     Number of
warrants
     Weighted
average
exercise price
 

Balance at June 30, 2019

     14,886,996        1.53  

Expired

     (5,156,411      2.60  

Exercised

     (163,025      0.32  

Cancelled

     (15,000      1.00  

Issued

     8,522,135        1.00  
  

 

 

    

 

 

 

Balance at June 30, 2020

     18,074,695        0.98  

Expired

     (141,317      1.00  

Exercised

     (9,856,504      0.91  
  

 

 

    

 

 

 

Balance at March 31, 2021

     8,076,874        1.05  
  

 

 

    

 

 

 

The weighted average contractual life of the warrants outstanding is 0.47 years.

 

 

c)

Options

The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, employees, consultants and management company employees enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by any stock exchange. The options can be granted for a maximum term of 10 years.

On July 19, 2019, the Company granted 100,000 stock options to a consultant of the Company at a price of $0.83 for a period of three years. All of the stock options vested on July 31, 2019.

On October 16, 2019, the Company granted 150,000 stock options to a consultant of the Company at a price of $0.75 for a period of four years. All of the stock options vested at grant.

On January 13, 2020, the Company granted 300,000 stock options to a consultant of the Company at a price of $0.89 for a period of 3 years. All of the stock options vested at grant.

On March 9, 2020, the Company granted 4,450,000 stock options to directors and officers of the Company at a price of $0.76 for a period of 3 years. All of the stock options vested at grant.

 

19


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital – continued

 

 

c)

Options—continued

On May 4, 2020, the Company granted 850,000 stock options to consultants of the Company at a price of $0.75 for a period of three years. All of the stock options vested at grant.

On May 13, 2020, the Company granted 100,000 stock options to a consultant of the Company at a price if $0.81 for a period of three years with the stock options vesting one quarter at three months from grant date, one quarter at six months from grant date, one quarter at nine months from grant date and one quarter at one year from grant date.

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

On January 18, 2021, the Company granted 1,200,000 stock options to directors and officers of the Company at a price of $3.39 for a period of 5 years. All of the stock options vested at grant.

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

 

     2021     2020  

Annualized volatility

     147     103

Risk free interest rate

     0.35     0.97

Dividend rate

     0     0

Expected life

     5 years       3.17 years  

Forfeiture rate

     0     0

Share price

   $ 3.39     $ 0.80  
  

 

 

   

 

 

 

Stock option transactions are summarized as follows:

 

     Number of options      Weighted
average
exercise price
 

Balance at June 30, 2019

     8,747,681      $  1.25  

Options expired

     (150,000      1.03  

Options cancelled

     (300,000      1.21  

Options expired

     (721,897      2.10  

Options granted

     5,950,000        0.78  
  

 

 

    

 

 

 

Balance at June 30, 2020

     13,525,784        0.99  
  

 

 

    

 

 

 

Options granted

     1,200,000        3.39  

Options exercised

     (1,325,000      0.91  
  

 

 

    

 

 

 

Balance at March 31, 2021

     13,400,784        1.22  
  

 

 

    

 

 

 

 

20


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

11.

Share Capital—continued

 

 

c)

Options—continued

The following table summarizes stock options outstanding and exercisable at March 31, 2021:

 

     Options Outstanding      Options Exercisable  

Exercise
Price
$

   Number
of
Shares
     Weighted
Average
Remaining
Contractual Life
(years)
     Weighted
Average
Exercise
Price
$
     Number
Exercisable
     Weighted
Average
Exercise
Price
$
 

1.05

     1,250,000        0.92        1.05        1,250,000        1.05  

0.96

     2,340,000        1.21        0.96        2,340,000        0.96  

1.02

     360,784        0.36        1.02        360,784        1.02  

2.10

     500,000        1.90        2.10        500,000        2.10  

1.40

     1,900,000        2.43        1.40        1,900,000        1.40  

1.00

     550,000        1.00        1.00        550,000        1.00  

0.75

     150,000        2.55        0.75        150,000        0.75  

0.76

     4,450,000        1.94        0.76        4,450,000        0.76  

0.75

     600,000        2.09        0.75        600,000        0.75  

0.81

     100,000        2.12        0.81        75,000        0.81  

3.39

     1,200,000        4.81        3.39        1,200,000        3.39  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,400,784        1.94        1.22        13,375,784        1.22  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

12.

Related Party Transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

Compensation to key management is comprised of the following:

 

     March 31,
2021
     March 31,
2020
 

Management fees paid or accrued

   $ 1,194,159      $ 697,013  

Share-based payments

     4,072,365        1,402,448  
  

 

 

    

 

 

 
   $ 5,266,524      $ 2,099,461  
  

 

 

    

 

 

 

As at March 31, 2021 there is $260,293 (June 30, 2020: $200,809) in accounts payable and accrued liabilities owing to officers of the Company.

 

21


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

12.

Related Party Transactions—continued

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

On July 1, 2020, the Company entered into consulting agreements with the President & COO, CEO, CFO and a director of the Company. The new agreements provide for a “Change of Control” clause that can be triggered should certain events occur as follows:

 

 

a)

A merger, amalgamation, arrangement, reorganization or transfer takes place in which equity securities of the Company possessing more than one-half of the total combined voting power of the Company’s outstanding equity securities are acquired by a person or persons different from the persons holding those equity securities immediately prior to such transaction, and the composition of the board of directors of the Company following such transaction is such that the directors of the Company prior to the transaction constitute less than one-half of the directors following the transaction, except that no Change in Control will be deemed to occur if such merger, amalgamation, arrangement, reorganization or transfer is with any subsidiary or subsidiaries of the Company;

 

 

b)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, 20% or more of the voting rights attached to all outstanding equity securities;

 

 

c)

If any person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, the right to appoint a majority of the directors of the Company; or

 

 

d)

If the Company sells, transfers or otherwise disposes of all or substantially all of its assets, except that no Change in Control will be deemed to occur if such sale or disposition is made to a subsidiary or subsidiaries of the Company.

If the Company terminates the agreements other than for Just Cause, the Company shall provide the director or officers with working notice, payment in lieu of working notice or a combination of the two equal to twenty-four (24) months of fees applicable. As of March 31, 2021 the maximum amount that would be payable is $2,500,000.

 

22


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

13.

Capital Management

The Company considers its capital structure to include shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. Management reviews its capital management approach on an ongoing basis and believes that its approach, given the relative size of the Company is reasonable.

The Company is not subject to any external restrictions and the Company did not change its approach to capital management during the year.

 

14.

Financial instruments and financial risk management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended March 31, 2021 and the year ended June 30, 2020.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

March 31, 2021

   Level 1      Level 2      Level 3      Total  

Cash

   $ 30,264,027      $ —        $ —        $ 30,264,027  
  

 

 

    

 

 

    

 

 

    

 

 

 

    

           

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

23


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

14.

Financial instruments and financial risk management—continued

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

 

(i)

Interest rate risk

The Company does not have any financial instruments which are subject to interest rate risk.

 

(ii)

Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any financial instruments which are subject to credit risk.

 

(iii)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. At March 31, 2021, the Company has a working capital surplus of $29,253,591.

 

24


 

STANDARD LITHIUM LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in Canadian Dollars—unaudited)

 

 

14.

Financial instruments and financial risk management—continued

 

(iv)

Currency risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     March 31, 2021
$
     June 30, 2020
$
 

Cash

     739,601        574,506  

Accounts payable

     (922,878      (6,426,587

Convertible loan

     (4,575,867      (4,955,500
  

 

 

    

 

 

 

At March 31, 2021, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.2575. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $477,000 in the Company’s comprehensive loss for the year to date.

 

15.

Subsequent Events

Subsequent to March 31, 2021, the Company issued 626,129 common shares upon the exercise of warrants for proceeds of $388,139.

On April 13, 2021, the Company granted 400,000 stock options to consultants of the Company at a price of $3.43 for a period of 3 years. The stock options vested 25% at grant date, 25% on July 13, 2021, 25% on October 13, 2021 and the final 25% on January 13, 2022.

On April 23, 2021, the Company issued 400,000 common shares with a fair value of $1,600,000 to TETRA Technologies, Inc. in accordance with the property agreement (see note 3 for further details).

On May 21, 2021, the Company issued 200,000 common shares with a fair value of $786,000 to National Chloride in accordance with the property agreement (see note 3 for further details).

 

25

Exhibit 99.85

 

LOGO

Management’s Discussion and Analysis

FOR THE NINE MONTHS ENDED MARCH 31, 2021


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

INTRODUCTION

The following management’s discussion and analysis (“MD&A”) for Standard Lithium Ltd. was prepared by management based on information available as at May 26, 2021 and it should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the nine months ended March 31, 2021. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All dollar figures are expressed in Canandian dollars unless otherwise stated. These documents and additional information on the corporation are available on SEDAR at www.sedar.com.

As used in this MD&A, the terms “Standard Lithium” and “the Company” mean Standard Lithium Ltd., unless the context clearly requires otherwise.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes”, or variations or the negative of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. By their very nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The Company disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

SUMMARY OF STANDARD LITHIUM’S BUSINESS

Standard Lithium Ltd. (“Standard” or “the Company”) was incorporated under the laws of the Province of British Columbia on August 14, 1998. At its annual general meeting held on November 3, 2016, the shareholders of the Company approved the change of name of the Company to “Standard Lithium Ltd.” and to the continuance of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act. The shareholders also approved the consolidation of the Company’s common shares on the basis of one post-consolidation share for five pre-consolidation shares. All common share and per common share amounts in this report have been retroactively restated to reflect the share consolidation.

The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “SLL”, and are quoted on the OTC—Nasdaq Intl Designation under the symbol “STLHF”; and the Frankfurt Stock Exchange under the symbol “S5L”. The head office is located at Suite 110, 375 Water Street, Vancouver, British Columbia, V6B 5C6 Canada.

The Company’s principal focus is the development of lithium-bearing brine resources in North America, and the eventual commercial production of high-purity lithium chemicals. In order to achieve a portfolio of lithium-brine bearing properties, the Company has either directly secured brine leases from public lands or private landowners, or has partnered, in a variety of commercial relationships, with existing brine resource holders. The Company has also

 

2


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

1. SUMMARY OF STANDARD LITHIUM’S BUSINESS—continued

 

developed a suite of Intellectual Property (“IP”) related to novel technologies that can be deployed to either selectively extract lithium from brine, or convert and purify intermediate lithium chemicals to higher purity materials.

This IP suite is protected by a series of patent applications, and where the underlying inventor is an associate of, or consultant to SLL, exclusive rights or sole-licensing agreements are in place to allow SLL unfettered access to the patent(s) and associated know-how.

The Company’s focus is on advancing its south Arkansas lithium project towards commercial production. The company also has an early stage lithium brine project in the Mojave Desert in California

Historical information relating to the formation of the various land packages and commercial agreements are available under the Company’s SEDAR profile.

ARKANSAS LITHIUM

The Company’s flagship project is located in south-central Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from 150,000+ acres of operating brine leases (“Lanxess Project”). The Company is also conducting mineral resource development of 27,000+ acres of separate brine leases located in south-western Arkansas (“Tetra Project”).

Arkansas currently produces the equivalent of 42.6 million m3 (9,380,000,000 gallons) of brine per year (based on Arkansas Oil and Gas Commission reported average brine production from 2010-2016), almost entirely from the Smackover Formation primarily to produce bromine and bromine-related chemicals.

LANXESS PROJECT

On May 9, 2018 the Company announced the signing of a MOU with global specialty chemicals company LANXESS Corporation (“LANXESS”) and its US affiliate Great Lakes Chemical Corporation (“GLCC”), with the purpose of testing and proving the commercial viability of extraction of lithium from brine (“tail-brine”) that is produced as part of LANXESS’s bromine extraction business at its three Southern Arkansas facilities.

The MOU sets out the basis on which the parties have agreed to cooperate in a phased process towards developing commercial opportunities related to the production, marketing and sale of battery grade lithium products that may be extracted from tail-brine and brine produced from the Smackover Formation. The MOU forms the basis of what will become a definitive agreement and is binding until the execution of a more comprehensive agreement that the parties may execute on the completion of further development phases. Standard Lithium has paid an initial US$3,000,000 reservation fee to LANXESS allowing the Company to; locate and interconnect a lithium extraction demonstration plant at one of Lanxess processing facilities in south Arkansas, secure access to tail-brine produced as part of Lanxess bromine extraction business, cooperate with LANXESS as may be required to operate the demonstration plant with additional fees and obligations due from the Company to LANXESS in the future subject to certain conditions.

In addition, on November 9, 2018, the Company signed the LANXESS JV Term Sheet for a contemplated joint venture to coordinate in the commercial development of lithium extracted from the Smackover Formation in Southern Arkansas. Under the proposed terms of the joint venture, LANXESS would contribute lithium extraction rights and grant access to its existing infrastructure to the joint venture, and Standard Lithium would contribute existing rights and leases held in the Smackover Formation and the pilot plant being developed on the property, as well as its proprietary extraction processes including all relevant intellectual property rights.

 

3


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

LANXESS PROJECT—CONTINUED

 

Upon proof of concept, LANXESS is prepared to provide funding to the joint venture to allow for the commercial development of the future commercial project. It is anticipated that the joint venture will include options for Standard Lithium to participate in project funding on similar terms.

The final terms of the joint venture and any funding arrangement remain subject to completion of due diligence, technical proof of concept, normal economic viability studies to confirm the technical feasibility and economic viability of the project, and the negotiation of definitive agreements between the parties.

The Company has issued two technical reports for the Lanxess Project. The first Resource Report was filed on the Company’s SEDAR profile on November 19, 2018 and comprised an Inferred Resource estimate for lithium contained in brine underlying the Lanxess property (19th Nov 2018 Inferred Resource report). The second report was a Preliminary Economic Assessment (PEA), filed on August 01, 2019 (link to PEA on SLL’s SEDAR page). The PEA comprised an upgraded Indicated Resource estimate for the property, as well as preliminary capital and operational costing and project economics for a proposed commercial plant at the property. All information contained within the PEA superseded that which had been previously reported for the Lanxess Project.

Lanxess PEA – Executive Summary

As described above, on August 1 2019, the Company issued the Preliminary Economic Assessment (PEA) for the LANXESS project, and the Executive Summary of this is provided below; please see the full report as filed on the Company’s SEDAR profile.

Property Location and Description

The LANXESS Property is located south and west of the City of El Dorado in Union County, AR, U.S.A. The southern and western edges of the Property border the State of Louisiana (LA) and Columbia County, respectively. The Property encompasses Townships 16-19 South, and Ranges 15-18, West of the 5th Meridian (W5M). The Property centre is at UTM 520600 Easting, 3670000 Northing, Zone 15N, NAD83.

Ownership and History

The LANXESS Property is presently owned by Lanxess Aktiengesellschaft (LANXESS), a specialty chemicals company based in Cologne, Germany. Presently, LANXESS is listed in the Dow Jones Sustainability Index and FTSE4Good Index.

LANXESS owns 100% of the brine leases and brine rights on their properties, either by an executed brine lease or by operation of law, as a result of unitization by the AOGC. The land package consists of 150,081.81 acres that cover over 607 km2. Of the total land package, 142,881.81 acres are ‘Unitized’ and approximately 7,200 acres occur outside the Unit boundaries (Non-Unitized).

Each Unit (South, Central and West) has their own brine supply wells, pipeline network and bromine processing (separation) infrastructure. The facilities and their locations, which are 100% owned and operated by Great Lakes Chemical Corporation, a wholly-owned subsidiary of LANXESS, are as follows:

South Unit (South Plant): 324 Southfield Cutoff, El Dorado, AR 71730;

Central Unit (Central Plant): 2226 Haynesville Highway (HWY 15S), El Dorado, AR 71731; and

West Unit (West Plant): 5821 Shuler Road, Magnolia, AR 71731.

 

4


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

LANXESS PROJECT—CONTINUED

 

Geology and Mineralization

The authors have reclassified the LANXESS Li-Brine Resource from an Inferred Mineral Resource to an Indicated Mineral Resource in the current Technical Report. The average lithium concentration used in the resource calculation is 168 mg/L Li. Resources have been estimated using a cut-off grade of 100 mg/L lithium. The total Indicated LANXESS Li-Brine Resource for the South, Central and West brine units is estimated at 590,000 tonnes of elemental Li. The total lithium carbonate equivalent (LCE) for the main resource is 3,140,000 tonnes LCE. With a planned level of production of 20,900 tonnes per year (tpy) of LCE, the resources will exceed the planned 25 years of operation by a significant margin. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all, or any part, of the mineral resource will be converted into a mineral reserve.

Recovery Method and Mineral Processing

Standard Lithium’s objective is to produce battery-grade lithium carbonate from the tail-brine that exits the LANXESS bromine extraction operations. There are three (3) bromine extraction operations that will be used for lithium extraction (South, Central and West). Each facility will have its own primary lithium chloride extraction plant, which will produce purified and concentrated lithium chloride solutions. These solutions will be conveyed, via pipelines, to one location (Central Plant) for further processing to the final product—lithium carbonate. The total lithium carbonate production is 20,900 tpy. The final product lithium recovery is about 90%. The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

CAPEX

Capital expenditures are based on an operating capacity of 20,900 tpy of battery grade lithium carbonate. Capital equipment costs have been obtained from in-house data and solicited budget price information. The estimate is compliant to the AACE International Class 5 standard. The accuracy of this estimate is expected to be within a -30% / +50% range.

The production process parameters are supported by bench scale metallurgical testing and mini-pilot plant testing program results.

 

5


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

LANXESS PROJECT—CONTINUED

 

CAPEX Summary

 

Stage of
Development

  

Description

  

Cost (US$)

Phase 1

  

South Lithium Chloride Plant

  

106,886,000

  

Central Lithium Carbonate Plant – Train No 1

  

27,711,000

  

Pipelines

  

2,340,000

  

Contingency 25%

  

34,234,000

  

Phase 1 Subtotal

  

171,171,000

Phase 2

  

West Lithium Chloride Plant

  

99,393,000

  

Central Lithium Carbonate Plant – Train No 2

  

25,769,000

  

Pipelines

  

3,780,000

  

Contingency 25%

  

32,236,000

  

Phase 2 Subtotal

  

161,178,000

Phase 3

  

Central Lithium Chloride Plant

  

66,589,000

  

Central Lithium Carbonate Plant – Train No 3

  

17,261,000

  

Contingency 25%

  

20,963,000

  

Phase 3 Subtotal

  

104,813,000

  

CAPEX TOTAL

  

437,162,000

OPEX

Operating expenditures are based on a phased development with an increasing lithium carbonate production capacity: Phase 1: 9,700 tpy, Phase 2: 8,200 tpy, Phase 3: 3,000 tpy. The OPEX summary (rounded to ‘000) is presented in the table below.

Annual Operating Cost Summary

 

Description

   Phase 1
(US$)
   Phase 2
(US$)
   Phase 3
(US$)

Manpower

  

3,745,000

  

5,680,000

  

6,710,000

Electrical Power

  

4,040,000

  

7,306,000

  

9,097,000

Reagents & Consumables

  

30,138,000

  

55,615,000

  

64,936,000

Water

  

496,000

  

916,000

  

1,070,000

Natural Gas

  

582,000

  

1,074,000

  

1,254,000

Miscellaneous Direct Expenditures

  

605,000

  

1,098,000

  

1,299,000

Sustaining Capital Cost

  

1,199,000

  

2,314,000

  

3,061,000

Brine Transportation

  

48,000

  

123,000

  

123,000

Land lease

  

100,000

  

200,000

  

300,000

Subtotal

  

40,953,000

  

74,326,000

  

87,849,000

Indirect Operational Expenditures

  

1,009,000

  

1,901,000

  

2,410,000

TOTAL

  

41,962,000

  

76,227,000

  

90,259,000

Note: OPEX per one metric tonne of production is US$4,319.

 

6


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

LANXESS PROJECT—CONTINUED

 

Economic Analysis

The project economics assumed a three-year rolling average price of US$13,550/t for the lithium carbonate product. The results for IRR and NPV from the assumed CAPEX, OPEX and price scenario at full production, are presented in the table below.

Economic Evaluation—Case 1 (Base Case) Summary

 

Overview

   Units    Values    Comments  

Production

  

tpy

  

20,900

     At completion of Phase 3 production  

Plant Operation

  

years

  

25

     From the start of Phase 1 production  

Capital Cost (CAPEX)

  

US$

  

437,162,000

  

Annual Operating Cost (OPEX)

  

US$

  

90,259,000

     At completion of Phase 3 production  

Average Selling Price

  

US$/t

  

13,550

  

Annual Revenue

  

US$

  

283,195,000

  

Discount Rate

  

%

  

8

  

Net Present Value (NPV) Post-Tax

  

US$

  

989,432,000

  

Net Present Value (NPV) Pre-Tax

  

US$

  

1,304,766,000

  

Internal Rate of Return (IRR) Post-Tax

  

%

  

36.0

  

Internal Rate of Return (IRR) Pre-Tax %

  

%

  

41.8

  

Conclusions

 

 

 

The total Indicated LANXESS Li-Brine Resource is estimated at 3,140,000 tonnes of LCE. The volume of resources will allow the lithium bearing brine extraction operations to continue well beyond the currently assumed 25 years.

 

 

 

The results of the geological evaluation and resource estimates for the Preliminary Economic Assessment of LANXESS Smackover Project justifies development of the project to further evaluate the feasibility of production of lithium carbonate.

 

 

 

The experience gained from the long-term operations of the brine extraction and processing facilities on the LANXESS controlled properties decreases the risk related to sustainability of the brine extraction from the Smackover Formation.

 

 

 

The well-developed infrastructure and availability of a qualified work force will decrease the risks related to construction, and commissioning and operating of the lithium extraction and lithium carbonate processing plants.

 

 

 

The results of the bench scale testing and mini-plant process testing program increase the level of confidence in the key parameters for the operating cost estimate.

 

 

 

Improvements made to process efficiency, particularly the reduction of reagents and chemicals consumption, will improve the economics of the Project.

 

 

 

The discounted cash flow economic analysis, at a discount rate of 8%, indicates that the Project is economically viable under the base case conditions. The key economic indicators, NPV = US$989,432,000 (post-tax) and IRR = 36% (post-tax), are very positive.

 

7


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

LANXESS PROJECT—CONTINUED

 

Recommendations

 

 

 

The LANXESS Li-brine resource estimate should be upgraded from the current classification of “Indicated” to “Measured”, as classified according to CIM (2014) definition standards.

 

 

 

The sampling and testing program should be continued to allow for the most updated calculation of the lithium concentration to be used in the resource estimate calculation.

 

 

 

The testing program should address the opportunities to reduce the usage of reagents for production of lithium chloride to lower the operating cost.

 

 

 

The large Demonstration Plant scheduled for deployment in late-2019 at the South Plant should be used to collect as much data as possible to inform the next phases of study.

 

 

 

Complete an evaluation of the SiFT process to produce battery quality lithium carbonate vs. the traditional OEM process used in this PEA.

 

 

 

On completion of the PEA, the project should progress to a NI 43-101 compliant PFS.

Lanxess Project – Current Status

During 2019, the Company designed and constructed a modular demonstration-scale lithium extraction plant in Ontario, Canada. This Demonstration Plant was mobilized and transported to Lanxess’ operational brine processing facility at their South Plant. The initial installation of the plant was completed in mid-October 2019, a semi-permanent structure to enclose the plant and ancillary laboratory, office and control room were installed by December 2019, and all utility and service connections were completed by the end of January 2020. In mid-May 2020 the Company announced the completion of the commission phase of the Demonstration Plant. The Demonstration Plant is designed to continuously process an input tail brine flow of 50 gallons per minute (gpm; or 11.4 m3/hr) from the Lanxess South Plant, which is equivalent to an annual production of between 100-150 tonnes per annum of Lithium Carbonate. The highly automated, three-story demonstration plant includes an integrated office and control room, as well as a full, process-specific analytical laboratory.

On September 9, 2020 the Company shipped a large volume of lithium chloride solution product from the Arkansas Demonstration Plant for final conversion to lithium carbonate. The Company shipped an initial total volume of 20,000 liters of lithium chloride product for conversion to battery quality lithium carbonate using: (1) a third-party OEM/vendor in Plainfield, Illinois for lithium carbonate conversion using a conventional process; and (2) Saltworks Technologies Inc. in Richmond, B.C. to continue work currently underway using the Company’s proprietary SiFT crystallization process.

The Company’s industrial-scale lithium carbonate SiFT crystallization pilot plant, has been operating successfully since mid-July using a lithium chloride solution that was produced in 2019 by the Company’s mini-pilot DLE plant (note, this lithium chloride solution was produced from Arkansas brine). Transport of bulk volumes of polished lithium chloride product will continue to be shipped from Arkansas to BC, until such time that border restrictions are lifted, and it is possible to move the SiFT pilot plant and Standard Lithium staff from BC to Arkansas. Additional work is also being completed at the Arkansas project site to construct the foundations required to house the integrated SiFT pilot plant when international border restrictions allow.

On March 1, 2021 the Company announced that it has completed the conversion of its Arkansas-produced lithium chloride into 99.985% pure lithium carbonate using original equipment manufacturer (OEM) technology, the lithium development company announced Monday.

The work was completed by Veolia Water Technologies at their facility in Plainfield, Illinois, and demonstrates that the lithium chloride intermediate product produced by Standard Lithium’s industrial-scale LiSTR direct lithium extraction (DLE) plant in Arkansas can be converted into better than battery-quality lithium carbonate using established OEM carbonation technology.

 

8


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

TETRA PROJECT

On December 29, 2017, the Company entered into an Option Agreement with Tetra Technologies Inc. to acquire certain rights to conduct brine exploration and production and lithium extraction activities on approximately 27,000+ net brine acres of leases located in Columbia and Lafayette Counties, Arkansas.

The lease area has been historically drilled for oil and gas exploration, and approximately 256 exploration and production wells have been completed in the Smackover Formation in or immediately adjacent to the Tetra Project. All of these 256 wells have geological logs, and all can be used to constrain the top of the Smackover Formation brine-bearing zone. In addition, a subset of 30 wells has full core reports that provide detailed data, and downhole geophysical logs that include formation resistivity and porosity data.

On August 28, 2018 The Company announced analysis from four brine samples recovered from two existing wells in the project area showed lithium concentrations ranging between 347–461 mg/L lithium, with an average of 450 mg/L lithium in one of the wells, and 350 mg/L in the other. The brines were sampled from preexisting oil and gas wells that had been previously drilled into the Smackover Formation, and were completed at depths of approximately 9,300 ft (2,830 m) below ground level.

Tetra Inferred Resource – Executive Summary

On February 28 2019, the Company issued an Inferred Resource NI43-101 report for the Tetra project, and the Executive Summary of this is provided below; the full report is available under the Company’s SEDAR profile (See Tetra Inferred Resource Report on Company’s Sedar page).

The following summary does not purport to be a complete summary of the Tetra Arkansas Lithium Project and is subject to all the assumptions, qualifications and procedures set out in the Tetra Resource Report and is qualified in its entirety with reference to the full text of the Tetra Resource Report.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement

 

     Upper Smackover Form.     Middle Smackover Formation     Total (and main
resource)
 

Parameter

   South
Resource
Area
    North
Resource
Area
    South
Resource
Area
    North
Resource
Area
   

 

 

Aquifer Volume (km3)

     2.49       3.65       0.60       0.93       7.66  

Brine Volume (km3)

     0.25       0.36       0.06       0.09       0.76  

Average lithium concentration (mg/L)

     399       160       399       160       199  

Average Porosity

     10.1     10.1     10.3     10.3     10.1

Total Li resource (as metal) metric tonnes

(see notes [4] & [5] below)

     78,000       44,000       18,000       11,000       151,000  

Total LCE resource
(metric tonnes)

(see notes [4] & [5] below)

     413,000       233,000       98,000       59,000       802,000  

 

9


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

TETRA PROJECT—CONTINUED

 

Notes:

 

 

[1]

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve.

Tetra Arkansas Lithium Brine Project Inferred Resource Statement—continued

Notes:—continued

 

 

[2]

Numbers may not add up due to rounding.

 

 

[3]

The resource estimate was completed and reported using a cut-off of 50 mg/L lithium.

 

 

[4]

The resource estimate was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Resource Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments. As per these guidelines, the resource was estimated in terms of metallic (or elemental) lithium.

 

 

[5]

In order to describe the resource in terms of ‘industry standard’ lithium carbonate equivalent, a conversion factor of 5.323 was used to convert elemental lithium to LCE.

The TETRA Project lithium brine Inferred Resource, as reported, is contained within the Upper and Middle facies of the Smackover Formation, a Late Jurassic oolitic limestone aquifer system that underlies the entire Property. This brine resource is in an area where there is localised oil and gas production, and where brine is produced as a waste by-product of hydrocarbon extraction. The data used to estimate and model the resource were gathered from active and abandoned oil and gas production wells on or adjacent to the Property.

The resource underlies a total of 802 separate brine leases and eight brine mineral deeds which form a patchwork across Columbia and Lafayette Counties in south-western Arkansas. The Property consists of 11,033 net hectares (27,262 net acres) leased by TETRA, and the resource estimate was only modelled for that footprint.

The resource area is split into the northern and southern resource zones, where a fault system is interpreted to act as a divide between the two areas (although there is hydrogeological continuity in the resource zone across the fault system). In general, the Upper and Middle Smackover formations are slightly thinner, with lower lithium grades in the northern zone, and slightly thicker with higher lithium grades in the southern zone. The depth, shape, thickness and lateral extent of the Smackover Formation were mapped out in a 3D model using the following data:

 

 

 

2,444 wells drilled into the subsurface in the general TETRA Property area. Of these, 2,041 wells were deep enough (2,135 m, or 7,000 feet) to penetrate the Upper Smackover Formation;

 

 

 

104 wells had electric logs available within the TETRA Property that included the top of the Upper Smackover Formation;

 

 

 

32 wells had electric logs available within the TETRA Property that included the base of the Upper Smackover Formation; and,

 

 

 

19 wells had electric logs available within the TETRA Property that included the base of the Middle Smackover Formation.

In addition, hardcopy prints of 20 proprietary regional seismic lines totaling over 200 line-km (over 125 line-miles) were procured, scanned, rasterized and loaded into Kingdom® seismic and geological interpretation software.

 

10


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

TETRA PROJECT—CONTINUED

 

The porosity and permeability data used to characterize the Smackover Formation hydrological model included:

 

 

 

Historical effective porosity measurements of more than 1,935 Smackover Formation core samples that yielded an average effective porosity of 14.3%;

 

 

 

Historical permeability data that vary from <0.01 to >5,000 millidarcies (mD) with an average of 338 mD;

 

 

 

515 core plug samples from oil and gas wells within the Upper and Middle Smackover Formations at the TETRA Property were analysed for permeability and porosity and yielded an overall average permeability of 53.3 mD and a total porosity of 10.2%; and,

 

 

 

3,194 Smackover Formation total porosity values based on LAS density/porosity logs from 29 wells within, and/or adjacent to, the TETRA Property that have an average total porosity of 9.2%.

With respect to the resource estimation, a statistical review of the capped and declustered effective porosity measurements collected within the Upper and Middle Smackover formations resulted in average porosity values of 10.1% and 10.3% for the Upper and Middle Smackover formations, respectively.

Representative in-situ brine geochemistry was assessed using eight lithium brine samples taken from wells re-entered by Standard Lithium in 2018, and was supplemented by four historical samples. These data yielded an average lithium grade of 160 mg/L in the northern resource zone and 399 mg/L in the southern resource zone. Sample quality assurance and quality control was maintained throughout by use of sample blanks, duplicates and standard ‘spikes’, and by using an accredited, independent laboratory, with a long history of analysing very high salinity lithium brines.

Tetra Resource Estimation Methodology

The resource estimate was completed by Independent qualified person (QP) Mr. Roy Eccles M.Sc. P. Geol. of APEX Geoscience Ltd., assisted by other Independent QP’s; Dr. Ron Molnar Ph.D. P. Eng. of METNETH2O, and Mr. Kaush Rakhit M.Sc. P. Geol. of Canadian Discovery Ltd (hydrogeology). The resource estimate of the lithium brine at the TETRA Property is classified as an “Inferred” Mineral Resource and was developed and classified in accordance with guidelines established by the Canadian Institute of Mining and Metallurgy. The associated Technical Report was completed in accordance with the Canadian Securities Administration’s National Instrument 43-101 and all associated documents and amendments.

Future Target for Exploration

A Future Target for Exploration (FTE) was also developed which considered the additional resource which may be present if the lease areas were ‘filled-in’ and the total footprint of the Tetra Project were unitised as a brine-production unit in the future; this FTE considered that an additional 86,000 to 160,000 tonnes LCE may be present under the total Project footprint if unitisation were applied for and approved. The potential quantity and grade of the FTE is conceptual in nature. It is uncertain if Standard Lithium will acquire the leases being delineated as a future target of exploration and it is uncertain if a mineral resource estimate including the leases in question will ever be delineated.

Tetra Project – Current Status

No additional work has been completed by the Company on the Tetra project following completion of the Inferred Resource report outlined above. However, our project partners, Tetra Technologies, have been involved in renewal of brine leases across the Project, where appropriate.

 

11


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

CALIFORNIA LITHIUM

The Company also has a lithium brine development project in the Mojave Desert region of California. This project consists of approximately 48,000 acres of mixed private, patented and placer claim land in the Bristol Dry Lake and Cadiz Dry Lake basins (collectively known as The Bristol Dry Lake Project). The Bristol Dry Lake Project is located in San Bernardino County, CA approximately 150 miles east-northeast of Los Angeles. The Company has rights and access to four sets of placer mining claims (and some patented claims) which are mostly situated on Federal lands controlled by the Bureau of Land Management (BLM). The Bristol Lake playa is a flat, dry salt lake in the Mojave Desert that occupies approximately 155 sq. km in a 2,000 sq. km arid drainage basin. There are two established brine producers in the basin and 100+ years of industrial mineral production (salts and brines) from the below-surface brine deposits.

The land package consists of:

 

 

 

Option purchase agreement with Nevada Alaska Mining Inc.;

 

 

 

Property lease agreement with National Chloride; and,

 

 

 

A License, exploration and operation agreement with TETRA Technologies.

Details regarding the various commercial agreements with these companies and the Company’s ongoing commitments can be found in previous versions of the Company’s MD&A.

Some limited investigation and processing works have been completed at the Bristol Dry Lake Project, consisting of geophysical surveys, drilling and sampling, test-pitting and sampling, completion of evaporation pond performance testing and other water level surveys. As of the time of writing of this document, these data have not been integrated into a technical report for the Project, however it is the Company’s intention to complete any necessary investigation works and deliver a technical report in the future.

QA/QC

Steve Ross, P.Geol., a Qualified Person as defined by NI 43-101, has reviewed and approved the technical disclosure in this MD&A.

2. HIGHLIGHTS FOR THE NINE MONTHS ENDED MARCH 31, 2021

Annual Information Form (AIF)

An AIF for the Fiscal Year 2020 (ended on June 30, 2020) was issued and refiled by the Company on November 27, 2020 and can be viewed in its entirety under the Company’s SEDAR profile.

In May 2021, the Company engaged NORAM Engineering and Constructors Ltd. as the lead consultant to prepare and coordinate the PEA on its TETRA property in south-western Arkansas.

SHARE ISSUANCES

On October 1, 2020, the Company issued 500,000 common shares with a fair value of $1,025,000 to Nevada Alaska Mining Co. Ltd.

On December 18, 2020, the Company closed a prospectus financing of 15,697,500 common shares at a price of $2.20 for aggregate gross proceeds of $34,534,500. The Company incurred $2,666,812 of share issuance costs related to the financing.

During the period ended March 31, 2021, the Company issued 9,856,504 common shares for proceeds of $9,030,930 upon the exercise of warrants.

 

12


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

During the period ended March 31, 2021, the Company issued a total of 1,325,000 common shares for the exercise of stock options. The Company received proceeds of $1,204,000 and reclassified $938,425 from reserves to share capital upon exercise.

Subsequent to March 31, 2021, the Company issued 626,129 common shares upon the exercise of warrants for proceeds of $388,139 and issued 600,000 common shares with a fair value of $2,386,000 in accordance with property agreements.

Stock Option Grants

On August 9, 2020, the Company extended the expiration date of 435,784 stock options issued to consultants from August 9, 2020 to August 9, 2021. The exercise price of the options remains $1.02 per option.

On January 18, 2021, the Company granted 1,200,000 stock options to directors and officers of the Company at a price of $3.39 for a period of 5 years. All of the stock options vested at grant.

On April 13, 2021, the Company granted 400,000 stock options to consultants of the Company with an exercise price of $3.43 for a period of 3 years. The stock options vested 25% at grant, 25% on July 13, 2021, 25% on October 13, 2021 and 25% on January 13, 2022.

3. SELECTED ANNUAL FINANCIAL INFORMATION

The following table contains a summary of the Company’s financial results as reported under IFRS:

 

     June 30,
2020
$
     June 30,
2019
$
     June 30,
2018
$
 

Total revenue

     —          —          —    

Total assets

     57,761,812        44,391,331        30,920,583  

Working capital surplus (deficiency)

     (2,605,318      1,578,892        13,964,324  

Total non-current financial liabilities

     5,091,780        398,453        —    

Net loss

     9,527,368        8,578,841        3,745,091  

Net loss per share

     0.11        0.11        0.06  

 

13


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

Results of Operations

Three months ended March 31, 2021 compared to the three months ended March 31, 2020:

The Company incurred a net loss of $9,802,434 for the quarter ended March 31, 2021 (“Q3-2021”) compared to a net loss of $3,327,623 for the quarter ended March 31, 2020 (“Q3-2020”). The primary reason for the increase in loss was amortisation of the pilot plant, amortisation of the intangible asset, costs related to the operation of the pilot plant, and increased share-based payments. These increased costs were offset by an increased gain on foreign exchange as compared to the same period last year. Consulting fees were higher when comparing quarter to quarter. Management fees incurred during Q3-2021 of $342,721 were consistent with fees incurred during Q3-2020. Professional Fees of $141,552 were higher than fees of $100,495 during Q3-2020. This is mainly due to higher legal and audit fees incurred during the period. Filing and transfer agent fees of $34,617 were higher than fees of $19,635 during Q3-2020. The increase is related to FY2020 year-end filing and sustaining fees for the NASDAQ exchange. Office and administration cost of $184,656 were higher than the costs of $106,901 incurred during the comparative quarter due to higher insurance costs and costs related to the relocation of the corporate office in Vancouver. Advertising and investor relations costs incurred during Q3-2021 of $220,383 were higher than costs incurred during Q3-2020 due to the purchasing of ads. Travel costs of $400 incurred during Q3-2021 was lower than costs of $42,960 incurred during Q3-2020 due to the restriction of travel abroad and to the United States. The share-based compensation during the period was $4,077,810 as compared to $1,538,921 recognized in Q3-2020 as share-based compensation. The Company incurred $15,380 of cost associated with a preliminary economic assessment during Q3-2023 with $435 incurred during Q3-2020. During the period, the company began preliminary work on the PEA on the TETRA property in Arkansas. The company incurred $47,304 of costs related to patent applications as compared to $6,643 of costs incurred during Q3-2020.

Nine months ended March 31, 2021 compared to the nine months ended March 31, 2020:

The Company incurred a net loss of $18,354,031 for the nine months ended March 31, 2021 (“YTD2021”) compared to a net loss of $5,058,371 for the nine months ended March 31, 2020 (“YTD2020”). The primary reason for the increase in loss was amortisation of the pilot plant, amortisation of the intangible asset, costs related to the operation of the pilot plant, increased professional fees, interest and accretion expense, bonus paid to directors and officers and increased share-based payments. These increased costs were offset by an increased gain on foreign exchange. Consulting fees increased to $626,184 during YTD2021, compared with $473,091 in YTD2020 due to the addition of costs related to the engagement of a lobbyist and the addition of strategic advisors. Management fees of $1,194,159 during YTD2021 increased from fees of $697,013 incurred during YTD2020 mainly due to a one-time bonus paid to directors and officers of $375,000 and a board approved increase in approved management and directors fees. Professional Fees of $351,803 were higher than fees of $230,051 during YTD2020. This is mainly due to higher legal fees and costs associated with a review of Q1-2021 incurred during the period. Filing and transfer agent fees of $113,966 were higher than fees of $63,793 during YTD2020 mainly due fees related to the NASDAQ listing. Office and administration cost of $373,790 were higher than the costs of $236,678 incurred during the comparative quarter due to higher insurance costs and costs associated with the relocation of the office in Vancouver. Advertising and investor relations costs of $360,467 were incurred during YTD2021 as compared to $262,458 during YTD2020 as the Company continues its efforts to raise awareness of the Company to Canadian and US institutional investors. Travel costs of $458 incurred during YTD2021 was lower than costs of $101,426 incurred during YTD2020 due to the restriction of travel abroad and to the United States. The share-based compensation during the period was $4,369,031 as compared to $1,716,647 recognized in YTD2020 as share-based compensation. The Company incurred $15,380 of cost associated with a preliminary economic assessment during YTD2020 with costs of $88,273 incurred during YTD2021. The company incurred $153,509 of costs related to patent applications as compared to $63,652 of costs incurred during YTD2020.

 

14


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

Summary of Quarterly Results

The following table presents selected unaudited consolidated financial information for the last eight quarters in accordance with IFRS, stated in Canadian dollars:

 

Quarter Ended

   Total Revenues      Net Income/(Loss)      Earnings/(Loss)
Per share
 

June 30, 2019

   $ Nil      $ (498,870    $ (0.01

September 30, 2019

   $ Nil      $ (852,917    $ (0.01

December 31, 2019

   $ Nil      $ (877,831    $ (0.01

March 31, 2020

   $ Nil      $ (3,327,623    $ (0.04

June 30, 2020

   $ Nil      $ (4,468,997    $ (0.05

September 30, 2020

   $ Nil      $ (2,787,507    $ (0.04

December 31, 2020

   $ Nil      $ (5,764,090    $ (0.05

March 31, 2021

   $ Nil      $ (9,802,434    $ (0.07

Liquidity and Capital Resources

As of March 31, 2021, the Company had a working capital surplus of $29,253,591 compared to a working capital deficit of $2,605,318 as of June 30, 2020. Cash and cash equivalents at March 31, 2021 totaled $30,264,027 compared to $4,141,494 at June 30, 2020. During the nine months ended March 31, 2021 the Company had a net cash inflow of $26,122,533.

On December 18, 2020, the Company closed a prospectus financing of 15,697,500 common shares at a price of $2.20 for aggregate gross proceeds of $34,534,500. The Company incurred $2,666,812 of share issuance costs related to the financing.

During the nine months ended March 31, 2021, the Company issued 9,856,504 common shares upon the exercise of warrants for proceeds of $9,030,930 and issued 1,325,000 common shares upon the exercise of 1,325,000 stock options for proceeds of $1,204,000.

Subsequent to March 31, 2021, the Company issued 626,129 common shares upon the exercise of warrants for proceeds of $388,139.

Management has determined that the cash resources will be sufficient to continue operations in the short term and additional funding will be required to sustain the Company’s ongoing operations. As a result, the Company will continue to attempt to raise funds through equity or debt financing to meet its on-going obligations. There can be no certainty that such additional funds may be raised when required.

Transactions with Related Parties

Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, and include directors and officers of the Company.

 

15


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

Compensation to key management is comprised of the following:

 

     March 31,
2021
     March 31,
2020
 

Non-Executive Chair of the Board due to Paloduro Investments Inc.

   $ 68,750      $ —    

President and Chief Operating Officer due to Green Core Consulting Ltd.

     350,000        225,000  

Chief Executive Officer due to Rodhan Consulting & Management Services

     350,000        225,000  

Due to Varo Corp Capital Partners Inc.

     232,500        180,000  

Director due to JSB Investments Inc.

     68,750        —    

Chief Financial Officer due to Kara Norman

     124,158        67,013  

Share-based payment

     4,072,365        1,402,448  
  

 

 

    

 

 

 
   $ 5,266,524      $ 2,099,461  
  

 

 

    

 

 

 

As at March 31, 2021 there is $260,293 (June 30, 2020: $200,809) in accounts payable and accrued liabilities owing to officers of the Company.

Amounts due to/from the related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Outstanding Share Data

The authorized capital of Standard consists of an unlimited number of common shares and preferred shares without par value.

As of the date of this report, there were 134,102,453 common shares issued and outstanding, 13,800,784 stock options and 7,450,745 warrants outstanding. Of the warrants outstanding, 2,100,800 are exercisable to acquire one common share at $1.30 expiring March 21, 2022, 150,000 are exercisable to acquire one common share at $1.30 expiring on April 10, 2022 and 5,199,945 are exercisable to acquire one common share at $1.00 expiring on February 20, 2022. The 5,199,945 warrants issued on February 20, 2020 are subject to acceleration under certain circumstances.

Details of options outstanding and exercisable at the date of this report are as follows:

 

     Options Outstanding      Options Exercisable  
            Weighted      Weighted             Weighted  
            Average      Average             Average  

Exercise

   Number      Remaining      Exercise             Exercise  

Price

   of      Contractual Life      Price      Number      Price  

$

   Shares      (years)      $      Exercisable      $  

1.05

     1,250,000        0.77        1.05        1,250,000        1.05  

0.96

     2,340,000        1.05        0.96        2,340,000        0.96  

1.02

     360,784        0.20        1.02        360,784        1.02  

2.10

     500,000        1.74        2.10        500,000        2.10  

1.40

     1,900,000        2.27        1.40        1,900,000        1.40  

1.00

     550,000        0.85        1.00        550,000        1.00  

0.75

     150,000        2.39        0.75        150,000        0.75  

0.76

     4,450,000        1.78        0.76        4,450,000        0.76  

0.75

     600,000        1.94        0.75        600,000        0.75  

0.81

     100,000        1.96        0.81        75,000        0.81  

3.39

     1,200,000        4.65        3.39        1,200,000        3.39  

3.43

     400,000        2.88        3.43        100,000        3.43  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,800,784        1.21        1.28        13,475,784        1.31  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

16


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Financial Instruments and Risk Management

The fair value of financial instruments is the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. Fair values are determined by reference to quoted market prices, as appropriate, in the most advantageous market for that instrument to which the Company has immediate access. In the absence of an active market, fair values are determined based on prevailing market rates for instruments with similar characteristics.

The fair value of current financial instruments approximates their carrying value as they are short term in nature.

Financial instruments that are held at fair value are categorised based on a valuation hierarchy which is determined by the valuation methodology utilised:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is as prices) or indirectly (that is, derived from prices).

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Levels 1, 2 or 3 for the period ended March 31, 2021 and the year ended June 30, 2020.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

 

March 31, 2021

   Level 1      Level 2      Level 3      Total  

Cash

   $ 30,264,027      $ —        $ —        $ 30,264,027  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

June 30, 2020

   Level 1      Level 2      Level 3      Total  

Cash

   $ 4,141,494      $ —        $ —        $ 4,141,494  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

In the normal course of operations, the Company is exposed to various risks such as commodity, interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:

 

 

 

maintaining sound financial condition;

 

 

 

financing operations; and

 

17


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

 

 

ensuring liquidity to all operations.

In order to satisfy these objectives, the Company has adopted the following policies:

 

 

 

recognize and observe the extent of operating risk within the business;

 

 

 

identify the magnitude of the impact of market risk factors on the overall risk of the business and take advantage of natural risk reductions that arise from these relationships.

(i) Interest rate risk

The Company does not have any financial instrument which are subject to interest rate risk.

(ii) Credit risk

Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from trade receivables. The Company does not have any other financial instruments which are subject to credit risk.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure its expenditures will not exceed available resources. As at March 31, 2021, the Company has a working capital surplus of $29,253,591. The Company is actively engaged in raising additional capital to meet financial obligations.

(iv) Currency Risk

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in US dollars:

 

     March 31, 2021
$
     June 30, 2020
$
 

Cash

     739,601        574,506  

Accounts payable

     (922,878      (6,426,587

Convertible loan

     (4,575,867      (4,955,500

At March 31, 2021, US Dollar amounts were converted at a rate of USD 1.00 to CAD 1.2575. A 10% increase or decrease in the US Dollar relative to the Canadian Dollar would result in a change of approximately $477,000 in the Company’s comprehensive loss for the year to date.

4. RISK FACTORS

There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company’s operating and financial performance to differ materially from the estimates described in forward-looking statements relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company’s business and its involvement in the lithium exploration and development industry.

This section describes risk factors identified as being potentially significant to the Company and its material properties. Additional risk factors may be included in technical reports or other documents previously disclosed by the Company. In addition, other risks and uncertainties not discussed to date or not known to management could have material and adverse effects on the valuation of our securities, existing business activities, financial condition, results operations, plans and prospects.

 

18


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

Reliance on Key Personnel

The senior officers of the Company are critical to its success. In the event of the departure of a senior officer, the Company believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as the Company grows is critical to its success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, engineering, geological and mining personnel as well as additional operations staff. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of the Company. The Company is particularly at risk at this stage of its development as it relies on a small management team, the loss of any member of which could cause severe adverse consequences.

Substantial Capital Requirements and Liquidity

The Company anticipates that it will make substantial capital expenditures for the continued exploration and development of the California Lithium Project and the Arkansas Lithium Project in the future. The Company currently has no revenue and may have limited ability to undertake or complete future drilling or exploration programs, chemical studies and the design of a surface plant and processing facilities. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on the ownership or share structure of the Company. Sales of a large number of common shares in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Company’s ability to raise capital through future sales of common shares.

The Company has not yet commenced commercial production at any of its properties and as such, it has not generated positive cash flows to date and has no reasonable prospects of doing so unless successful commercial production can be achieved at one or more of its Properties. The Company expects to continue to incur negative investing and operating cash flows until such time as it enters into commercial production. This will require the Company to deploy its working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet the Company’s requirements. There is no assurance that the Company will be able to continue to raise equity capital or that the Company will not continue to incur losses.

Property Commitments

The Company’s mining properties may be subject to various land payments, royalties and/or work commitments. Failure by the Company to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Exploration and Development

Exploring and developing natural resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. Natural resource exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of natural resources, any of which could result in work stoppages, damage to property, and possible environmental damage. If any of the Company’s exploration programs are successful, there is a degree of uncertainty attributable to the calculation of resources and corresponding grades being extracted or

 

19


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

dedicated to future production. Until actually extracted and processed, the quantity of lithium brine reserves and grade must be considered as estimates only. In addition, the quantity of reserves may vary depending on commodity prices. Any material change in quantity of reserves, grade or recovery ratio, may affect the economic viability of the Company’s properties. In addition, there can be no assurance that results obtained in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. The Company may also be subjected to risks associated with fluctuations in markets other than lithium (e.g. bromine) that may impact project development feasibility. The Company closely monitors its activities and those factors which could impact them, and employs experienced consulting, engineering, and legal advisors to assist in its risk management reviews where it is deemed necessary.

Operational Risks

The Company will be subject to a number of operational risks and may not be adequately insured for certain risks, including: environmental pollution, accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the property of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Additionally, the Company may be subject to liability or sustain loss for certain risks and hazards against which the Company cannot insure or which the Company may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Environmental Risks

All phases of mineral exploration and development businesses present environmental risks and hazards and are subject to environmental regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances used and or produced in association with natural resource exploration and production operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of pollutants into the air, soil or water may give rise to liabilities to foreign governments and third parties and may require the Company to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

The Company’s development opportunities at the California Lithium Project are subject to potential future risks related to water-use considerations. Desert basins, by their very nature, have limited water resources, and future supplemental demands can result in conflicting requirements for those resources. Future negotiation and apportioning of water resources has the potential to adversely affect the Company’s operations or prospects.

Commodity Price Fluctuations

 

20


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

The price of commodities varies on a daily basis. However, price volatility could have dramatic effects on the results of operations and the ability of the Company to execute its business plan. Lithium is a specialty chemical and is not a commonly traded commodity such as copper, zinc, gold or iron ore. However, the price of lithium tends to be set through a limited long term offtake market contracted between the very few suppliers and purchasers.

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:SQM), Livent Corporation (NYSE:LTHM), Albemarle Corporation (NYSE:ALB), Jiangxi Ganfeng Lithium Co. Ltd. and Tianqi Group who collectively supply approximately 85% of the world’s lithium business, and any attempt to suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the Company. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could draw new firms into the lithium industry which would compete with the Company.

Volatility of the Market Price of the Company’s Common Shares

The Company’s common shares are listed on the TSX.V under the symbol “SLL”, on the Frankfurt Stock Exchange under the trading symbol “S5L” and, on the OTCQX under the trading symbol STLHF. The quotation of the Company’s common shares on the TSX.V may result in a less liquid market available for existing and potential stockholders to trade Common Shares, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Securities of junior companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America/globally and market perceptions of the attractiveness of particular industries. The Company’s common share price is also likely to be significantly affected by delays experienced in progressing our development plans, a decrease in the investor appetite for junior stocks, or in adverse changes in our financial condition or results of operations as reflected in our quarterly financial statements. Other factors unrelated to our performance that could have an effect on the price of the Company’s common shares include the following:

 

 

(a)

The trading volume and general market interest in the Company’s common shares could affect a shareholder’s ability to trade significant numbers of common shares; and

 

 

(b)

The size of the public float in the Company’s common shares may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the Company’s common shares at any given point in time might not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Future Share Issuances May Affect the Market Price of the Common Shares

In order to finance future operations, the Company may raise funds through the issuance of additional common shares or the issuance of debt instruments or other securities convertible into common shares. The Company cannot predict the size of future issuances of common shares or the issuance of debt instruments or other securities convertible into common shares or the dilutive effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the common shares.

Economic and Financial Market Instability

 

21


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

Global financial markets have been volatile and unstable at times since the global financial crisis, which started in 2007. Bank failures, the risk of sovereign defaults, other economic conditions and intervention measures have caused significant uncertainties in the markets. The resulting disruptions in credit and capital markets have negatively impacted the availability and terms of credit and capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates. In the short term, these factors, combined with the Company’s financial position, may impact the Company’s ability to obtain equity or debt financing in the future and, if obtained, on terms that are favourable to the Company. In the longer term these factors, combined with the Company’s financial position could have important consequences, including the following:

 

 

(a)

Increasing the Company’s vulnerability to general adverse economic and industry conditions;

 

 

(b)

Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating and exploration costs and other general corporate requirements;

 

 

(c)

Limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry; and

 

 

(d)

Placing the Company at a disadvantage when compared to competitors that has less debt relative to their market capitalization.

Issuance of Debt

From time to time the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed partially or wholly with debt, which may increase the Company’s debt levels above industry standards. The Company’s articles do not limit the amount of indebtedness that the Company may incur. The level of the Company’s indebtedness from time to time could impair the Company’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise. The Company’s ability to service its debt obligations will depend on the Company’s future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond the control of the Company.

Industry Competition and International Trade Restrictions

The international resource industries are highly competitive. The value of any future reserves discovered and developed by the Company may be limited by competition from other world resource mining companies, or from excess inventories. Existing international trade agreements and policies and any similar future agreements, governmental policies or trade restrictions are beyond the control of the Company and may affect the supply of and demand for minerals, including lithium, around the world.

Governmental Regulation and Policy

Mining operations and exploration activities are subject to extensive laws and regulations. Such regulations relate to production, development, exploration, exports, imports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine decommissioning and reclamation, mine safety, toxic and radioactive substances, transportation safety and emergency response, and other matters. Compliance with such laws and regulations increases the costs of exploring, drilling, developing, constructing, operating and closing mines and refining and other facilities. It is possible that, in the future, the costs, delays and other effects associated with such laws and regulations may impact decisions of the Company with respect to the exploration and development of its current properties, or any other properties in which the Company has an interest. A specific risk is that no royalty structure relating to the commercial extraction of lithium from brine is currently present in the State of Arkansas. The future derivation of a royalty that is excessively elevated may have significant negative effects on the Company. The Company will be required to expend significant financial and managerial resources to comply with such laws and regulations. Since legal requirements change frequently, are subject to interpretation and may be enforced in varying degrees in practice, the Company is unable to predict the ultimate cost of compliance with these requirements or their effect on operations. Furthermore, future changes in governments, regulations, government-protected areas (e.g. National Wilderness Protected Areas, Military Ranges etc.) and policies and practices, such as those affecting exploration and development of the Company’s properties could materially and

 

22


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

adversely affect the results of operations and financial condition of the Company in a particular period or in its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The receipt, duration and renewal of such approvals, licenses and permits are subject to many variables outside the control of the Company, including potential legal challenges from various stakeholders such as environmental groups or non-government organizations. Any significant delays in obtaining or renewing such approvals, licenses or permits could have a material adverse effect on the Company.

Risk Related to the Cyclical Nature of the Mining Business

The mining business and the marketability of the products that are produced are affected by worldwide economic cycles. At the present time, the significant demand for commodities such as Lithium, in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand in various regions throughout the world are common.

As the Company’s mining and exploration business is in the exploration stage and as the Company does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Properties May be Subject to Defects in Title

The Company has investigated its rights to explore and exploit the California Lithium and Arkansas Lithium Projects and, to the best of its knowledge, its rights in relation to lands forming those projects are in good standing. Nevertheless, no assurance can be given that such rights will not be revoked, or significantly altered, to the Company’s detriment. There can also be no assurance that the Company’s rights will not be challenged or impugned by third parties. Although the Company is not aware of any existing title uncertainties with respect to lands covering material portions of its Properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. Lack of cash flow from the Company’s operating activities could impede its ability to raise capital through debt or equity its business operations. In addition, working capital deficiencies could negatively impact the Company’s ability to satisfy its obligations promptly as they become due. The Company is currently operating under a working capital deficiency, and requires additional financing to ensure it can continue to maintain a positive working capital position. If the Company does not generate sufficient cash flow from operating activities it will remain dependent upon external financing sources. There can be no assurance that such sources of financing will be available on acceptable terms or at all.

Legal and Litigation

All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company may become subject could have a material adverse effect on the Company’s business, prospects, financial condition,and operating results. Defense and settlement of costs of legal claims can be substantial. There are no current claims or litigation outstanding against the Company.

Insurance

The Company is also subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour

 

23


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, tornados, thunderstorms, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of the Company, personal injury or death, environmental damage or, regarding the exploration or development activities of the Company, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to the Company. If the Company is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

No assurance can be given that insurance to cover the risks to which the Company’s activities are subject will be available at all or at commercially reasonable premiums. The Company is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Currency

The Company is exposed to foreign currency fluctuations to the extent that the Company’s material mineral properties are located in the US and its expenditures and obligations are denominated in US dollars, yet the Company is currently headquartered in Canada, is listed on a Canadian stock exchange and typically raises funds in Canadian dollars. In addition, a number of the Company’s key vendors are based in both Canada and the US, including vendors that supply geological, process engineering and chemical testing services. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently, and it is not expected to, take any significant steps to hedge against currency fluctuations.

Conflicts of Interest

The Company’s directors and officers are or may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which The Company may, or may also wish to participate, the directors and officers of the Company may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation. The Company and its directors and officers will attempt to minimize such conflicts. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or officers, may have a conflict. In determining whether or not the Company will participate in a particular program and the interest to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Impact of COVID-19

The Company’s business, operations, and financial condition, and the market price of the Shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines, and a general reduction in consumer activity in a number of countries. The outbreak has caused companies and various

 

24


 

STANDARD LITHIUM LTD.

Management’s Discussion and Analysis

For the Nine Months Ended March 31, 2021

 

 

international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for lithium and other minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations, and financial condition and the market price of the Shares.

 

25

Exhibit 99.86

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Kara Norman, Chief Financial Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd (the “issuer”) for the interim period ended March 31, 2021.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 26, 2021

“Kara Norman”

Kara Norman

Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.87

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Robert Mintak, Chief Executive Officer of Standard Lithium Ltd., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended March 31, 2021.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 26, 2021

“Robert Mintak”

Robert Mintak

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

1

Exhibit 99.88

STANDARD LITHIUM ANNOUNCES THE EARLY CONVERSION OF LOAN FACILITY WITH LANXESS CORPORATION

VANCOUVER, BRITISH COLUMBIA, June 14, 2021 (GLOBE NEWSWIRE) -- Standard Lithium Ltd. (“Standard Lithium” or the “Company”) (TSXV: SLL) (OTCQX: STLHT) (FRA: S5L), an innovative technology and lithium project development company, announced today that LANXESS Corporation (the “Lender”) has elected for the early conversion in full of its loan facility (the “Loan”) previously advanced to the Company.

Conversion of the Loan will allow the Company to strengthen its balance sheet with the elimination of long-term debt and conserve capital for ongoing project development work. The early conversion of the Loan will also reduce interest expense and positions the Lender as a key shareholder.

The Company has issued 6,251,250 common shares, and 3,125,625 share purchase warrants (each, a “Warrant”), to the Lender in connection with the conversion of the outstanding Loan and has retired the principal of the Loan in the amount of US$3,750,000. Each warrant is exercisable to acquire an additional common share of the Company at a price of C$1.20 until June 10, 2024. For further information regarding the terms of the Loan, readers are encouraged to review the news release issued by the Company on October 30, 2019.

About Standard Lithium Ltd.

Standard Lithium is an innovative technology and lithium development company. The company’s flagship project is located in southern Arkansas, where it is engaged in the testing and proving of the commercial viability of lithium extraction from over 150,000 acres of permitted brine operations. The company has commissioned its first-of-a-kind industrial-scale direct lithium extraction demonstration plant at Lanxess’s south plant facility in southern Arkansas. The demonstration plant utilizes the company’s proprietary LiSTR technology to selectively extract lithium from Lanxess’s tail brine. The demonstration plant is being used proof-of-concept and commercial feasibility studies. The scalable, environmentally friendly process eliminates the use of evaporation ponds, reduces processing time from months to hours and greatly increases the effective recovery of lithium. The company is also pursuing the resource development of over 30,000 acres of separate brine leases located in southwestern Arkansas and approximately 45,000 acres of mineral leases located in the Mojave Desert in San Bernardino county, California.

Standard Lithium is listed on the TSX Venture Exchange under the trading symbol “SLL”; quoted on the OTC - Nasdaq Intl Designation under the symbol “STLHF”; and on the Frankfurt Stock Exchange under the symbol “S5L”. Please visit the Company’s website at www.standardlithium.com.

On behalf of the Board of Standard Lithium Ltd.

Robert Mintak, CEO & Director

For further information, contact Anthony Alvaro at (604) 240 4793

Twitter @standardlithium

Linkedin https://www.linkedin.com/company/standard-lithium/

 

1


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and other similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals, the reliability of third party information, continued access to mineral properties or infrastructure, fluctuations in the market for lithium and its derivatives, changes in exploration costs and government regulation in Canada and the United States, and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.

 

2

Exhibit 99.89

Consent of Manning Elliott LLP

The Board of Directors

Standard Lithium Ltd.

We consent to the use in this Registration Statement on Form 40-F of:

 

 

-

  

our report, dated October 26, 2020, on the consolidated statements of financial position as at June 30, 2020 and 2019, and the consolidated statements of comprehensive loss, changes in equity and cash flows for the years then ended and the related notes comprising a summary of significant accounting policies and other explanatory information; and

 

-  

  

our report, dated October 25, 2019, on the consolidated statements of financial position as at June 30, 2019 and 2018, and the consolidated statements of comprehensive loss, changes in cash flows and equity for the year ended June 30, 2019 and the six months ended June 30, 2018, and the related notes comprising a summary of significant accounting policies and other explanatory information;

which are included in this Registration Statement on Form 40-F being filed by Standard Lithium Ltd. with the United States Securities and Exchange Commission.

 

  

/s/ Manning Elliott LLP

Vancouver, Canada

  

Manning Elliott LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

June 30, 2021

  

Exhibit 99.90

CONSENT OF RON MOLNAR

The undersigned hereby consents to the use of the undersigned’s name and information derived from the Technical Reports titled “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Lanxess Smackover Lithium-Brine Property in Arkansas, United States” dated November 19, 2018 and amended March 14, 2019, “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Tetra Smackover Lithium-Brine Property in Arkansas, United States” dated February 28, 2019 and amended March 14, 2019, and “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019, which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

  

/s/ Ron Molnar

  

Ron Molnar Ph.D. P. Eng.

President

METNETH2O Inc.

Date:  June 30, 2021

  

Exhibit 99.91

CONSENT OF ROY ECCLES

The undersigned hereby consents to the use of the undersigned’s name and information derived from the Technical Reports titled “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Lanxess Smackover Lithium-Brine Property in Arkansas, United States” dated November 19, 2018 and amended March 14, 2019, “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Tetra Smackover Lithium-Brine Property in Arkansas, United States” dated February 28, 2019 and amended March 14, 2019, and “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019, which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

  

/s/ Roy Eccles

  

Roy Eccles, M.Sc. P. Geol.

Chief Operating Officer, Senior Consultant

APEX Geoscience Ltd.

Date:  June 30, 2021

  

Exhibit 99.92

CONSENT OF KAUSH RAKHIT

The undersigned hereby consents to the use of the undersigned’s name and information derived from the Technical Reports titled “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Lanxess Smackover Lithium-Brine Property in Arkansas, United States” dated November 19, 2018 and amended March 14, 2019, and “Geological Introduction and Maiden Inferred Resource Estimate for Standard Lithium Ltd.’s Tetra Smackover Lithium-Brine Property in Arkansas, United States” dated February 28, 2019 and amended March 14, 2019, which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

  

/s/ Kaush Rakhit

  

Kaush Rakhit, M.Sc., P.Geol.

Chief Executive Officer

Canadian Discovery Ltd.

Date:   June 30, 2021

  

Exhibit 99.93

CONSENT OF STEVE ROSS

The undersigned hereby consents to the use of the undersigned’s name and the technical and scientific information which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

  

/s/ Stephen Ross

  

Stephen Ross, P.Geol.

Date:   June 30, 2021

  

Exhibit 99.94

CONSENT OF MAREK DWORZANOWSKI

The undersigned hereby consents to the use of the undersigned’s name and information derived from the Technical Report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019, which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

     

/s/ Marek Dworzanowski

     

Marek Dworzanowski, P.Eng., B.Sc.

(Hons), FSAIMM

Date:   June 30, 2021

     

Exhibit 99.95

CONSENT OF WILLIAM FEYERABEND

The undersigned hereby consents to the use of the undersigned’s name and information derived from the Technical Report titled “Technical Report on the Mojave Lithium Property, San Bernardino County, California, USA” dated September 13, 2016 with an effective date of September 13, 2016, which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

     

/s/ William Feyerabend

     

William Feyerabend

Date:   June 30, 2021

     

Exhibit 99.96

CONSENT OF REZA ESHANI

The undersigned hereby consents to the use of the undersigned’s name and information derived from the Technical Report titled “Preliminary Economic Assessment of LANXESS Smackover Project” dated August 1, 2019, which is included in, or incorporated by reference into, the registration statement on Form 40-F of Standard Lithium Ltd. being filed with the United States Securities and Exchange Commission.

 

     

/s/ Reza Eshani

     

Reza Eshani, P.Eng.

North America East MMM Portfolio Manager

Worley Canada Services Ltd.

Date:   June 30, 2021