COMPASS MINERALS INTERNATIONAL INC (Form: 10-K, Received: 12/14/2022 17:23:25)

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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-31921

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)


Delaware						36-3972986
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


9900 West 109th Street,	Suite 100	66210
Overland Park,	Kansas	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(913) 344-9200

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

CMP

The New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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

☐

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

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐


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


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.			☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

As of March 31, 2022, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,132,178,804, based on the closing sale price of $62.79 per share, as reported on the New York Stock Exchange.

The number of shares outstanding of the registrant’s $0.01 par value common stock at December 7, 2022 was 41,023,332 shares.

DOCUMENTS INCORPORATED BY REFERENCE


Document						Parts into which Incorporated
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held February 15, 2023						Part III, Items 10, 11, 12, 13 and 14

Auditor Name

Auditor Location

Auditor Firm ID

Ernst & Young LLP

Kansas City, MO


						COMPASS MINERALS INTERNATIONAL, INC.

TABLE OF CONTENTS


PART I		Page No.

Item 1.	Business	4
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	27
Item 3.	Legal Proceedings	60
Item 4.	Mine Safety Disclosures	61

PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	62
Item 6.	Reserved	62
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	63
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	79
Item 8.	Financial Statements and Supplementary Data	80
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	127
Item 9A.	Controls and Procedures	127
Item 9B.	Other Information	128
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	128

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	128
Item 11.	Executive Compensation	129
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	129
Item 13.	Certain Relationships and Related Transactions, and Director Independence	129
Item 14.	Principal Accounting Fees and Services	129

PART IV

Item 15.	Exhibits, Financial Statement Schedules	129
Item 16.	Form 10-K Summary	135

SIGNATURES		136


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PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (this “report”), including without limitation our or management’s beliefs, expectations or opinions; statements regarding future events or future financial performance; our plans, objectives and strategies; plans to develop our lithium resource, including market entry; our outlook, including expected sales volumes and costs; the useful life of our mine properties; our expectation of extending the Goderich mine mineral lease; conversion of mineral resources into mineral reserves; existing or potential capital expenditures, capital projects and investments; the industry and our competition; projected sources of cash flow; potential legal liability; proposed legislation and regulatory action; the seasonal distribution of working capital requirements; our reinvestment of foreign earnings outside the United States (“U.S.”); repatriation of foreign earnings to the U.S.; payment of future dividends and ability to reinvest in our business; our ability to optimize cash accessibility and minimize tax expense; our debt service requirements; our liquidity needs; funding obligations for our United Kingdom (“U.K.”) pension plan; outcomes of matters with taxing authorities; the seasonality of our business; the effects of climate change; and the impact of COVID 19 or other infectious outbreaks and the war in Ukraine on us, are forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. We use words such as “may,” “would,” “could,” “should,” “will,” “likely,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “forecast,” “outlook,” “project,” “estimate” and similar expressions suggesting future outcomes or events to identify forward-looking statements or forward-looking information. These statements are based on our current expectations and involve risks and uncertainties that could cause our actual results to differ materially. In evaluating these statements, you should carefully consider various risks, uncertainties and factors including, but not limited to, those listed under “Risk Factors” and elsewhere in this report. Forward-looking statements are only predictions and are subject to certain risks and uncertainties that may cause our actual results to differ materially from the forward-looking statements expressed or implied in this report as a result of factors, risks, and uncertainties, over many of which we do not have control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this report, we cannot guarantee future results, levels of activity, performance or achievements. We do not undertake, and hereby disclaim any obligation or duty, unless otherwise required to do so by applicable laws, to update any forward-looking statement after the date of this report regardless of any new information, future events or other factors. The inclusion of any statement in this report does not constitute our admission that the events or circumstances described in such statement are material to us.

Factors that could cause actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

•risks related to our mining and industrial operations;

•geological conditions;

•dependency on a limited number of key production and distribution facilities and critical equipment;

•weather conditions;

•uncertainties in estimating our economically recoverable reserves and resources;

•the inability to fund necessary capital expenditures or successfully complete capital projects;

•strikes, other forms of work stoppage or slowdown or other union activities;

•supply constraints or price increases for energy and raw materials used in our production processes;

•our indebtedness and inability to pay our indebtedness;

•restrictions in our debt agreements that may limit our ability to operate our business or require accelerated debt payments;

•tax liabilities;

•the inability of our customers to access credit or a default by our customers of trade credit extended by us;

•our payment of any dividends;

•financial assurance requirements;

•the impact of competition on the sales of our products;

•inflation risks;

•increasing costs or a lack of availability of transportation services;

•the seasonal demand for our products;

•risks associated with our international operations and sales, including changes in currency exchange rates;

•the impact of anticipated changes in potash product prices and customer application rates;

•conditions in the sectors where we sell products and supply and demand imbalances for competing products;

•our rights and governmental authorizations to mine and operate our properties;

•risks related to unanticipated litigation or investigations or pending litigation or investigations or other contingencies;

•compliance with environmental, health and safety laws and regulations;

•environmental liabilities;


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•compliance with foreign and U.S. laws and regulations related to import and export requirements and anti-corruption laws;

•changes in laws, industry standards and regulatory requirements;

•product liability claims and product recalls;

•misappropriation or infringement claims relating to intellectual property;

•inability to obtain required product registrations or increased regulatory requirements;

•our ability to successfully implement our strategies;

•plans to develop our lithium resource, including market entry and market changes from potential competing technologies;

•the useful life of our mine properties;

•our expectation of extending the Goderich mine mineral lease;

•conversion of mineral resources into mineral reserves;

•risks related to labor shortages and the loss of key personnel;

•a compromise of our computer systems, information technology or operations technology or the inability to protect confidential or proprietary data;

•climate change and related laws and regulations;

•our ability to expand our business through acquisitions and investments, realize anticipated benefits from acquisitions and investments and integrate acquired businesses;

•outbreaks of contagious disease or similar public health threats;

•domestic and international general business and economic conditions; and

•other risk factors included in this report or reported from time to time in our filings with the Securities and Exchange Commission (the “SEC”). See “Where You Can Find More Information.”

MARKET AND INDUSTRY DATA AND FORECASTS

This report includes market share and industry data and forecasts that we obtained from publicly available information and industry publications, surveys, market research, internal company surveys and consultant surveys. Industry publications and surveys, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal company surveys, industry forecasts and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. Except where otherwise noted, references to North America include only the continental U.S. and Canada, references to the U.K., include only England, Scotland and Wales, and statements as to our position relative to our competitors or as to market share refer to the most recent available data. Statements concerning (a) North American consumer and industrial salt and highway deicing salt markets are generally based on historical sales volumes, (b) U.K. highway deicing salt sales are generally based on historical sales volumes, and (c) sulfate of potash are generally based on historical sales volumes. Except for lithium quantities which are stated in metric tons or where otherwise noted, all references to tons refer to “short tons” and all amounts are in U.S. dollars. One short ton equals 2,000 pounds and one metric ton equals 2,204.6 pounds.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC and our SEC filings are available at the SEC’s website at www.sec.gov. Copies of these documents are also available on our website, www.compassminerals.com. The information on these websites is not part of this report and is not incorporated by reference into this report. Further, our references to website URLs are intended to be inactive textual references only.

You may also request a copy of any of our filings, at no cost, by writing or telephoning:

Investor Relations

Compass Minerals International, Inc.

9900 West 109th Street, Suite 100

Overland Park, Kansas 66210

For general inquiries concerning us, please call (913) 344-9200.


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Unless the context requires otherwise, references in this report to the “Company,” “Compass Minerals,” “CMP,” “we,” “us” and “our” refer to Compass Minerals International, Inc. (“CMI,” the parent holding company) and its consolidated subsidiaries collectively.

ITEM 1. BUSINESS

COMPANY OVERVIEW

Compass Minerals is a leading provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. Our salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Our plant nutrition products help improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, we are pursuing development of a sustainable lithium brine resource to support the North American battery market and we are a minority owner of Fortress North America, a next-generation fire retardant company. As of September 30, 2022, we operate 12 production and packaging facilities with nearly 2,000 employees throughout the U.S., Canada and the U.K., including:

•The largest underground rock salt mine in the world in Goderich, Ontario, Canada;

•The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire;

•A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer (“SOP”) production site, the largest solar salt production site in the Western Hemisphere and the source of the lithium resource that we intend to develop; and

•Several mechanical evaporation facilities producing consumer and industrial salt

See Item 2, “Properties,” for a discussion of our mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individual material mining properties.

Our Salt segment provides highway deicing salt to customers in North America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation and other salt-based products for consumer, industrial, chemical and agricultural applications in North America. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England.

Our Plant Nutrition segment produces and markets SOP products in various grades domestically and internationally to distributors and retailers of crop inputs, as well as growers and for industrial uses. We market our SOP under the trade name Protassium+®.

We sell our salt and plant nutrition products primarily in the U.S., Canada and the U.K. See Part II, Item 8, Note 14 to our Consolidated Financial Statements for financial information relating to our operations by geographic areas.

During the twelve months ended December 31, 2020 (“fiscal 2020”), we initiated an evaluation of the strategic fit of certain of our businesses. On February 16, 2021, we announced our plan to restructure our former Plant Nutrition South America segment to enable targeted and separate sales processes for each portion of the former segment, including our chemicals and specialty plant nutrition businesses along with our equity method investment in Fermavi Eletroquímica Ltda. (“Fermavi”). Concurrently, to optimize our asset base in North America, we evaluated the strategic fit of our North America micronutrient product business. On March 16, 2021, our Board of Directors approved a plan to sell our South America chemicals and specialty plant nutrition businesses, our investment in Fermavi and our North America micronutrient product business (collectively, the “Specialty Businesses”) with the goal of reducing our leverage and enabling increased focus on optimizing our core businesses.

As described further in Part II, Item 8, Note 1 and Note 3 to our Consolidated Financial Statements, on March 23, 2021, April 7, 2021, June 28, 2021 and April 20, 2022, we entered into definitive agreements to sell our South America specialty plant nutrition business, a component of our North America micronutrient business, our Fermavi investment and our South America chemicals business, respectively. The South America specialty plant nutrition business sale closed on July 1, 2021, the North America micronutrient sale closed on May 4, 2021, the sale of our Fermavi investment closed on August 20, 2021 and the sale of our South America chemicals business closed on April 20, 2022. In the first quarter of 2021, we concluded that certain of our assets met the criteria for classification as held for sale and discontinued operations. As a result, we are presenting two reportable segments in continuing operations, Salt and Plant Nutrition (which was previously known as the Plant Nutrition North America segment) in this Form 10-K. See Part II, Item 8, Note 14 to our Consolidated Financial Statements for more information.

We believe these dispositions were conducted through a single disposal plan representing a strategic shift that had a material effect on our operations and financial results. Consequently, the Specialty Businesses qualified for presentation as assets and liabilities held for sale and discontinued operations in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Accordingly, current and noncurrent assets and liabilities of the Specialty Businesses are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for the periods presented and their results of operations are presented as discontinued operations in the Consolidated Statements of Operations for the periods presented.


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Change in Fiscal Year

On June 23, 2021, our Board of Directors approved a change in our fiscal year from December 31 to September 30, effective January 1, 2021. Our results of operations, cash flows, and all transactions impacting shareholders’ equity presented in this Annual Report on Form 10-K are for the twelve months ended September 30, 2022 (“fiscal 2022”), the nine month transition period ended September 30, 2021 (“fiscal 2021”), and the twelve months ended December 31, 2020 (“fiscal 2020”), unless otherwise noted. As such, our fiscal year 2022, or fiscal 2022, refers to the period from October 1, 2021 to September 30, 2022. This Annual Report on Form 10-K also includes an unaudited consolidated statement of operations for the comparable twelve month period of October 1, 2020 to September 30, 2021 and the comparable nine month stub period of January 1, 2020 to September 30, 2020; see Part II, Item 8, Note 19 to our Consolidated Financial Statements for additional information.

SALT SEGMENT

Overview

Salt is indispensable and enormously versatile with thousands of reported uses. In addition, there are no known cost-effective alternatives for most high-volume uses. Through the use of effective mining techniques and efficient production processes, we leverage our high-grade salt deposits, which are among the most extensive in the world. Further, many of our Salt segment assets are in locations that are logistically favorable to our core markets. Our strategy for this segment is to focus on driving profitability from every ton we produce through cost efficiency as well as commercial and operational execution.

Through our Salt segment, we produce, market and sell salt (sodium chloride) and magnesium chloride in North America and sodium chloride in the U.K. Our Salt products include rock salt, mechanically-evaporated salt, solar-evaporated salt, brine magnesium chloride and flake magnesium chloride. While we also purchase potassium chloride (“KCl”) and calcium chloride to sell as finished products or to blend with sodium chloride to produce specialty products. Sodium chloride represents the vast majority of the products we produce, market and sell. In fiscal 2022, the Salt segment accounted for approximately 81% of our sales (see Part II, Item 8, Note 14 to our Consolidated Financial Statements for segment financial information).

Salt segment sales as a percentage of total sales from continuing operations for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020 are as follows:

Our Salt segment products are used in a wide variety of applications, including as a deicer for roadways, consumer and professional use, as an ingredient in chemical production, for water treatment, human and animal nutrition and for a variety of other consumer and industrial uses.

Historical demand for salt has remained relatively stable during periods of rising prices and through a variety of economic cycles due to its relatively low cost and diverse number of end uses. As a result, our cash flows from our Salt segment are not materially impacted by economic cycles. However, demand for deicing salt products is primarily affected by the number and intensity of snow events and temperatures in our service territories.


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Salt Industry Overview

In our primary markets, we estimate that the consumption of highway deicing rock salt in North America, including rock salt used in chemical manufacturing processes, is approximately 39 million tons per year, assuming average winter weather conditions, while the consumer and industrial market is approximately 10 million tons per year. In the U.K., we estimate that the consumption of highway deicing salt is approximately 2 million tons per year, assuming average winter weather conditions. We also estimate that salt consumption in the U.S. has increased at a long-term historical average rate of flat to approximately 1% per year, although there have been recent fluctuations above and below this average driven primarily by winter weather variability.

Salt prices vary according to purity, end use and variations in refining and packaging processes. Management estimates that salt prices in the U.S. have increased at a long-term historical average rate of approximately 3% to 4% per year, although there have been recent fluctuations above and below this average. Due to salt’s relatively low production cost, transportation and handling costs tend to be a significant component of the total delivered cost, which makes logistics management and customer service key competitive factors in the industry. The high relative cost associated with transportation of salt tends to favor producers located nearest to customers.

Products and Sales

We sell our Salt segment products through our highway deicing product line (which includes brine magnesium chloride as well as rock salt treated with this mineral) and our consumer and industrial product line (which includes salt as well as products containing magnesium chloride and calcium chloride in both pure form and blended with salt).

Highway deicing, including salt sold to chemical customers, constituted 63% of our fiscal 2022 Salt segment sales. Our principal customers are states, provinces, counties, municipalities and road maintenance contractors that purchase bulk deicing salt, both treated and untreated, for ice control on public roadways. Highway deicing salt in North America is sold primarily through an annual tendered bid contract process with governmental entities, as well as through multi-year contracts, with price, product quality and delivery capabilities as the primary competitive market factors. Some sales also occur through negotiated sales contracts with third-party customers, particularly in the U.K. Since transportation costs are a relatively large portion of the delivered cost of our products to customers, locations of salt sources and distribution networks also play a significant role in the ability of suppliers to cost-effectively serve customers. We have an extensive network of approximately 80 depots for storage and distribution of highway deicing salt in North America. The majority of these depots are located on the Great Lakes and the Mississippi River and Ohio River systems. Deicing salt product from our Ogden facility supplies customers in the Western and upper Midwest regions of the U.S. Treated rock salt, which is typically rock salt with magnesium chloride brine and organic materials that enhance the salt’s performance, is sold throughout our markets.

We believe our production capability at our Winsford mine and favorable logistics position enhance our ability to meet the U.K.’s winter demands. Due to our strong position, we are viewed as a key supplier by the U.K.’s Highways Agency. In the U.K., approximately 75% of our highway deicing customers have multi-year contracts.

Winter weather variability is the most significant factor affecting salt sales for deicing applications, because mild winters reduce the need for salt used in ice and snow control. On average, over the last three years, approximately two-thirds of our deicing product sales occurred during the North American and European winter months of November through March. The vast majority of our North American deicing sales are made in Canada and the Midwestern U.S. where inclement weather during the winter months causes dangerous road conditions. In keeping with industry practice, we stockpile salt to meet estimated requirements for the next winter season. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality” for more information on the seasonality of our Salt segment results.

Our principal chemical customers are producers of intermediate chemical products used in the production of vinyls and other chemicals, pulp and paper, as well as water treatment and a variety of other industrial uses. We typically have multi-year supply agreements with these customers. Price, service, product quality and security of supply are the major competitive market factors.

Sales of our consumer and industrial products accounted for 37% of our fiscal 2022 Salt segment sales. We are the third largest producer of consumer and industrial salt products in North America. These products include commercial and consumer applications, such as water conditioning, consumer and professional ice control, food processing, agricultural applications, table salt and a variety of industrial applications. We believe we are among the largest private-label producers of water conditioning salt in North America and of table salt in Canada. Our Sifto brand encompasses a full line of salt products, which are well recognized in Canada.

Our consumer and industrial business has broad product lines with both private-label and Company brands. Our consumer and industrial product line is distributed through many channels, including retail, agricultural, industrial, janitorial and sanitation, and resellers. These consumer and industrial products are channeled from our plants and third-party warehouses to our customers using a combination of direct sales personnel, contract personnel and a network of brokers or manufacturers’ representatives.


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The chart below shows our annual sales volumes of Salt segment products for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020:

Competition

We face strong competition in each of the markets in which we operate. In North America, other large, nationally and internationally recognized companies compete with our Salt segment products. In addition, there are also several smaller regional producers of salt. There are several importers of salt into North America, which mostly impact the East Coast and West Coast of the U.S. where we have minimal market presence. Two competitors serve the highway deicing salt market in the U.K., one in Northern England and one in Northern Ireland. Typically, there are not significant imports of highway deicing salt into the U.K.

Salt is a commodity, which limits the potential for product differentiation and increases competition. Additionally, low barriers to entry in the consumer and industrial markets increase competition. Our advantageous geographical locations, superior assets and distribution network strengthen our competitive position.

PLANT NUTRITION SEGMENT

Industry Overview

Fertilizers are critical for efficient crop production using the limited arable land resources available around the world. The nutrients needed to ensure plant health can be divided into three categories:

•macro nutrients - the traditional NPK fertilizers (nitrogen (N), phosphorus (P) and potassium (K));

•secondary nutrients - calcium, magnesium and sulfur; and

•specialty plant nutrients - trace elements of iron, manganese, copper, boron, zinc, molybdenum, chlorine and nickel.

Factors influencing the plant nutrition market include world grain and food supply, currency fluctuations, weather and climate change, grower incomes, changes in consumer diets, general levels of economic activity, government food programs, governmental agriculture and energy policies in the U.S. and around the world, and the amount or type of crop grown in certain locations, or the type or amount of fertilizer product used. In addition, our Plant Nutrition segment results can be impacted by seasonality (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Seasonality” for more information).

Our Plant Nutrition segment currently generates nearly all of its sales and earnings through the production and sale of SOP. There are two major forms of potassium-based fertilizer, SOP, a specialty form of potassium which also provides plant-ready sulfur, and muriate of potash (“MOP” or “KCl”). Based on data from Green Markets® A Bloomberg Company, management estimates the average annual worldwide consumption of all potash fertilizers is approximately 88 million tons, with MOP accounting for approximately 88% of all potash used in fertilizer production. SOP represents approximately 9% of all potash production. The remainder of potash is supplied in forms containing varying concentrations of potassium (expressed as potassium oxide) along with different combinations of co-nutrients. SOP, which contains the equivalent of approximately 50% potassium oxide, maintains a price premium over MOP due to the fact that it contains the secondary nutrient, sulfur, does not contain chlorides and is more expensive to produce than MOP. Additionally, many high-value or chloride-sensitive crops experience improved yields and quality when SOP is applied instead of MOP. SOP is also a more cost-effective alternative to other forms of specialty potash.

Our SOP sales are primarily concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients. Consequently, weather patterns and field conditions in these locations can impact Plant Nutrition sales volumes.


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While long-term global consumption of potash has increased in response to growing populations and the need for additional food supplies, the market for commodity potash has been challenged in recent years due to downturns in the broader crop market which pressure grower incomes. However, recently improved economics for row crops has led to an improved commodity potash market. Additionally, demand for our SOP products has been resilient despite the challenges facing the global potash market.

We expect the long-term demand for potassium nutrients to continue to grow as arable land per capita decreases, thereby encouraging improved crop yield efficiencies. We expect our future growth to stem from the conversion of certain commodity potassium applications into higher yield SOP applications.

Approximately 87% of our Plant Nutrition segment sales in fiscal 2022 were made to U.S. customers, who include retail fertilizer dealers and distributors of agricultural products as well as professional turf care customers. In some cases, these dealers and distributors combine or blend our Plant Nutrition segment products with other fertilizers and minerals to produce fertilizer blends tailored to individual requirements.

Products and Sales

We currently generate nearly all of our sales and earnings in our Plant Nutrition segment through the production and sale of SOP. Our SOP is sold in various grades under our Protassium+ brand. Our Protassium+ product line consists of different grades sized for use in broadcast spreaders, direct application and liquid fertilizer solutions. Our turf product line consists of grades sized for use by the turf and ornamental markets and for blends used on golf course greens. We also provide an organic product line with grades sized for a wide range of applications.

Our Protassium+ product line is generally sold to crop input distributors and dealers who may blend our products with other fertilizer products to sell to farmers and growers, or it may be sold as the final product. Our commercial efforts focus on educating and selling the agronomic benefits of SOP as a source of potassium nutrients.

Competition

SOP is marketed globally, with approximately 55% of the world’s 10 million tons of estimated capacity located in China. Management estimates global SOP capacity to be as follows:

Source: Green Markets ® A Bloomberg Company

We are the leading SOP producer and marketer in North America and we also market SOP products internationally, depending on market conditions. Our major competition for SOP sales in North America includes imports from the European Union. Fluctuations in the values of foreign currencies in relation to the U.S. dollar coupled with Baltic freight rates impact the level of international competition we face. As the only SOP producer with production facilities in North America, and as a result of our logistically favorable production site near Ogden, Utah, we estimate that our share of the North American market is sizable. In addition to imported SOP, there is functional competition between SOP and other forms of potassium crop nutrients, such as MOP. The specialty plant nutrient market is highly fragmented. Commodity and specialty crops require specialty plant nutrients in varying degrees depending on the crop and soil conditions.


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OTHER

DeepStore is our records management business in the U.K. that utilizes portions of previously excavated space in our salt mine in Winsford, Cheshire, for secure underground document storage and one warehouse location in London, England. Currently, DeepStore does not have a significant share of the document storage market in the U.K., and it is not material in comparison to our Salt and Plant Nutrition segments.

OTHER INVESTMENTS

Lithium

Our Ogden facility produces SOP, salt and magnesium chloride products from the high mineral concentrations within the ambient lake brine in the Great Salt Lake. In 2021, we identified a lithium brine resource at our Ogden site and began a strategic evaluation to assess development options to service growing U.S. domestic lithium demand.

We believe our lithium resource in the Great Salt Lake’s north arm is among the most attractive undeveloped North American lithium brine asset. Our current operations at Ogden include a 55,000 acre developed pond system and leases totaling over 170,000 acres. We also believe we will be able to benefit from several synergies related to our existing operations at Ogden, including infrastructure, logistics and pond operations that we will utilize for our lithium resource. By leveraging existing operational infrastructure, permits, water rights and pond processes to extract lithium as a co-product of our long-standing SOP, salt and magnesium chloride production at our Ogden facility, the incremental environmental footprint of the project is also reduced. For more information about our lithium resource and Ogden facility, see Item 2, “Properties—Ogden Facility.”

For phase one of our lithium development project, we are planning to build a battery-grade lithium carbonate facility with an annual capacity of approximately 11,000 metric tons. The facility will be located on the east side of the Great Salt Lake where a significant portion of our existing infrastructure is located. The front-end loaded (“FEL-1”) or Preliminary Economic Assessment (“PEA”) capital development cost of phase one is estimated to be approximately $260 million (-30%/+40%) and is currently estimated to yield a net present value in the range of approximately $600 million to $1.0 billion assuming a 34 year-life and sales price estimates in the range of approximately $15,900 per metric ton and $20,700 per metric ton, respectively. As of September 30, 2022, our capital costs related to phase one of the project have been $2.6 million. We are working to complete an FEL-2 project cost estimate (-20%/+25%), comparable to a pre-feasibility study, by the first quarter of calendar year 2023. We believe we are on track to enter the market with a cost-competitive, battery-grade lithium product by 2025.

For phase two of the project, we intend to build an approximately 28,000 metric ton battery-grade lithium hydroxide monohydrate facility. This facility will be located on the west side of the Great Salt Lake and is currently estimated to become operational in 2028.

As discussed in Part II, Item 8, Note 21 to our Consolidated Financial Statements, Koch Minerals & Trading LLC (“KM&T”), a subsidiary of Koch Industries, Inc. (“KII”), invested approximately $252 million for approximately 6.8 million common shares of Compass Minerals stock in a transaction that closed in October 2022. Approximately $200 million of the proceeds are expected to be used to advance the first phase of our lithium development project. We sell SOP to subsidiaries of KII in the normal course of business and have recently engaged a subsidiary of KII to provide engineering services for our lithium development project.

Fortress

In November 2021, we announced a $45 million equity investment in Fortress North America, LLC (“Fortress”), a next-generation fire retardant company dedicated to developing and producing a portfolio of more environmentally friendly fire retardants to combat wildfires. This investment, made in the first and second quarters of fiscal 2022, together with the previous $5 million already invested, increased the Company’s ownership to approximately 45% as part of our strategy to strengthen and grow our essential minerals business.

Fortress’ patented portfolio of long-term fire retardant, aerial and ground retardant formulations has been developed primarily using essential minerals supplied from our Ogden facility.

Fortress plans to further expand its suite of magnesium chloride-based retardants, which provide unique properties for fighting wildfires and abating fire risk. The investment by Compass Minerals is expected to enable Fortress to scale more quickly by completing the construction of its manufacturing facilities for both its powder and liquid concentrate products. Fortress also expects to leverage Compass Minerals’ supply chain and logistics capabilities in support of Fortress’ market competitiveness.

INTELLECTUAL PROPERTY

To protect our intellectual property, we rely on a combination of patents, trademarks, copyrights, trade secret protection, employee and third-party non-disclosure agreements, license arrangements and domain name registrations. These protections


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are important to our business and we believe that our success is at least partly dependent on the acquisition and maintenance of these rights. However, we rely primarily on the innovative skills, technical competence, operational knowledge and marketing abilities required by our business in order to succeed.

We sell many of our products under a number of registered trademarks that we believe are widely recognized in the industry. Our trademarks registered pursuant to applicable intellectual property laws include COMPASS MINERALS, AMERICAN STOCKMAN, CANADIAN STOCKMAN, DUSTGARD, FREEZGARD, ICEAWAY, PROSOFT, SAFE STEP, SAFE STEP PRO, SIFTO, SURESOFT, SURE PAWS and PROTASSIUM+.

Any issued patents, trademarks or copyrights on our proprietary technology may not provide us with substantial protection or be commercially beneficial to us. The issuance of a patent is not conclusive as to its validity or its enforceability. Competitors may challenge our patent rights. If our patents are held invalid or unenforceable, our competitors could commercialize our patented technology.

With respect to proprietary know-how, we rely on trade secret protection and confidentiality agreements. Monitoring the unauthorized use of our technology is difficult, and we may not be able to prevent unauthorized use of our technology. The disclosure or misappropriation of our intellectual property could harm our ability to protect our rights and our competitive position (see “Risk Factors—Our intellectual property may be misappropriated or subject to claims of infringement” for more information).

HUMAN CAPITAL MANAGEMENT

As of September 30, 2022, we employed 1,954 employees, of which 997 were located in the U.S., 773 were located in Canada and 184 were located in the U.K. Nearly 50% of our workforce is represented by collective bargaining agreements. Of our 12 collective bargaining agreements in effect on September 30, 2022, six will expire in fiscal 2023, one will expire in fiscal 2024, three will expire in fiscal 2025 (including for our Cote Blanche mine), and one will expire in each of fiscal 2026 (for our Goderich mine) and 2027.

We believe that our workforce drives the success of our Company and is paramount to creating long-term value. We strive to put our employees first and foster an environment in which their safety, well-being, career progression and sense of belonging are prioritized. By investing in our workforce and culture, we are helping to ensure a strong, sustainable future for our Company.

To help ensure continued focus on our workforce and culture, as well as measure our progress in these areas, our Company announced in fiscal 2022 a set of fiscal 2025 goals and targets, including in the categories of safety, employee development, and diversity and inclusion.

Environmental, Health and Safety

At Compass Minerals, we prioritize a safe and healthy work environment for all our employees. Our Company is focused on the ultimate goal of zero harm, which includes zero injuries to our employees and contractors. This goal requires the collaboration and participation of all employees, at every site. We measure zero harm by how we are decreasing our total case incident rate (“TCIR”) and improving our environmental compliance-based metrics. For the fiscal year ended September 30, 2022, our TCIR is 1.27. Fiscal 2022 is one of the safest 12-month periods in our Company’s history since we have been tracking TCIR, with a TCIR reduction of approximately 50% compared to the previous 12-month period. TCIR is calculated as the number of reportable incidents per year multiplied by 200,000 hours, divided by exposure hours, using Occupational Safety and Health Administration calculating standards. It is an indicator of the number of incidents per 100 employees per year.

A key driver of this trajectory has been the implementation of the SafeStart® methodology. Tools introduced through SafeStart training addressing unintentional human error and critical safety habits, which reduce risk and the probability of injury. Additionally, we approach health and safety through the lens of continuous improvement and utilize an environmental, health and safety framework that includes policies, procedures, training and Company standards that go beyond compliance. Each of our operational sites has a safety committee, which includes employees and management, and when applicable, union representation. In addition, our sites form focus groups to engage team members and establish best practices for specific health and safety issues. To keep health and safety top of mind, we also encourage our employees to begin internal meetings with a “safety share,” a safety reminder or a lesson learned.

While COVID-19 has disrupted global supply chains and created significant volatility and disruption of financial markets, our Company has continued to produce and safely deliver products as an essential business. To help mitigate potential pandemic-related challenges while ensuring a continued focus on zero harm, our management team continues to monitor developments related to the spread and prevention of COVID-19 in order to take appropriate steps to protect our workforce while reviewing existing business continuity protocols. By encouraging open communication, preemptive safety measures and ongoing employee support, our essential business has experienced limited operational disruptions stemming from the pandemic.


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Organizational Health

In fiscal 2022, we continued our work to improve organizational health by emphasizing our nine priority health practices that we identified in fiscal 2020. Through our priority health practices, employees gain a stronger understanding of our Company’s future plans, goals and milestones and how their work contributes to Compass Minerals’ success.

Diversity, Belonging, Inclusion and Equity

At Compass Minerals, we believe that everyone has a voice and every voice matters. We hire, promote and retain people with different backgrounds and experiences, which strengthens our culture and brings a wider range of perspectives to help solve critical issues. Our diversity, belonging, inclusion and equity (“DBIE”) strategy focuses on raising awareness and educating employees, engaging employees in initiatives to create a sense of belonging, and finally, having a positive impact on our organization and in our communities by partnering with external groups working to improve DBIE.

In fiscal 2022, we launched new employee resource groups (“ERGs”) that seek to foster an environment that recognizes, supports, recruits, retains, develops and connects employees sharing a particular characteristic, interest or experience, as well as allies of that group. Additionally, our ERGs demonstrate how inclusion enhances employee engagement, provides a sense of belonging, creates opportunities for development and drives business results. Current ERGs at our Company include Emerging Leaders, Compass Pride for LGBTQ+ employees and allies, Women and Allies, Advanced Career for seasoned employees and allies and Asian Employees and Allies.

Employee Development

In fiscal 2022, we continued utilizing Compass Minerals University (“CMU”), an online platform for employee training and development. CMU provides our employees with on‑demand access to more than 500 learning modules on topics ranging from project management to strategic thinking to emotional intelligence. Professional certifications in areas like Six Sigma, information technology and business analysis are also available to employees at no cost. Content is presented in a variety of formats from videos and readings to downloadable templates and work aids for managers to use in team meetings or with direct reports. In addition, there are live virtual trainings and bootcamps our employees can attend.

Our Company also has other forms of development opportunities for employees, such as trainings on performance mindset, team effectiveness and communication styles, and programs available through our Company’s ERGs such as an employee book club. Several options are available to employees who are looking to increase their knowledge and grow professionally.

Additionally, employees have opportunities for professional development through strategic partnerships with several outside organizations such as Central Exchange, Society of Women Engineers, and American Royal, as well as through membership in trade groups including The Fertilizer Institute, Essential Minerals Association, U.K. Salt Association and Ontario Mining Association.

Community

Beyond the success of our Company and our people, we are committed to supporting and creating value for our communities. We recognize that in many areas, we play an integral role in providing jobs and fostering local economic growth. On a larger scale, through our products, we support safety, sustainability and addressing food insecurity in communities around the world.

Compass Minerals Cares, our community engagement program, aligns with our Core Purpose to help keep people safe, feed the world and enrich lives, every day. This program focuses on Company giving and employee volunteerism to positively impact the communities where we live and work, and it helps foster a great sense of pride in our employees.

ENVIRONMENTAL, HEALTH AND SAFETY AND OTHER REGULATORY MATTERS

Environmental, Health and Safety Matters

Our operations subject us to an evolving set of federal, state, local and foreign environmental, health and safety (“EHS”) laws and regulations. These EHS laws and regulations regulate, or propose to regulate, the conduct of our mining and production operations, including safety procedures and process safety management; management and handling of raw and in-process materials and finished products; air and water quality impacts from our facilities; emissions of greenhouse gases (including carbon or emissions taxes); management of hazardous and solid wastes; remediation of contamination at our facilities; and post-mining land reclamation. Additional legislative and regulatory measures to address climate change and greenhouse gas emissions (including carbon or emissions taxes) are in various phases of consideration and enactment. For further discussion of how EHS laws and regulations may impact our business, see Item 1A, “Risk Factors.”

While a number of our capital projects indirectly result in environmental improvements, we estimate that our fiscal 2022 environmental-specific capital expenditures were $0.4 million. We expect to have approximately $4.1 million of environmental capital expenditures in fiscal 2023. However, future capital expenditures are subject to a number of uncertainties, including changes to environmental laws and regulations, changes to our operations or unforeseen remediation requirements, and these expenditures could exceed our expectations.


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As of September 30, 2022, we had recorded $1.8 million of accruals for environmental liabilities. We accrue for environmental liabilities when we believe it is probable that we will be responsible, in whole or in part, for environmental investigation or remediation activities and the expenditures for these activities are reasonably estimable. However, the extent and costs of any environmental investigation or remediation activities are uncertain and difficult to estimate and could exceed our expectations, which could materially affect our financial condition and operating results.

Operating Requirements and Impacts

Our operations require permits for extraction of salt and brine, air emissions, surface water discharges of process material and wastes, waste generation, injection of brine and wastewater in to subsurface wells and other activities. As a result, we hold numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our facilities. These permits, licenses and approvals are typically subject to renewals and reissuances. Expansion of our operations or production capacity, or preservation of existing rights in some cases, is also predicated upon securing any necessary permits, licenses and approvals. The terms and conditions of future EHS laws and regulations, permits, licenses and approvals may be more stringent and may require increased expenditures on our part. In addition, although we do not engage in hydraulic fracturing (commonly known as “fracking”), laws and regulations targeting fracking could lead to increased permit requirements and compliance costs for non-fracking operations, including our Salt operations, which require permitted wastewater disposal wells that sometimes receive fluid waste from fracking operations as well.

Our Cote Blanche mine, an underground salt mine located in St. Mary Parish, Louisiana, is subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (the “Mine Act”). MSHA is required to regularly inspect the Cote Blanche mine and issue a citation, or take other enforcement action, if an inspector or authorized representative believes that a violation of the Mine Act or MSHA’s standards or regulations has occurred. As required by MSHA, these operations are regularly inspected by MSHA personnel. See “Mine Safety Disclosures” and Exhibit 95 to this report for information concerning mine safety violations and other regulatory matters required by SEC rules. The cost of compliance and penalties for violations of the Mine Act have been and could potentially be significant. Our underground salt mines located in Goderich, Ontario, Canada and Winsford, Cheshire, U.K. are subject to similar regulations regarding health and safety, and the cost of compliance with these regulations also have been and are expected to be significant.

We have post-closure reclamation obligations, primarily arising under our mining permits or by agreement. Many of these obligations include requirements to maintain financial surety bonds to fund reclamation and site cleanup following the ultimate closure of our mines or certain other facilities. As a result, we maintain financial surety bonds to satisfy these obligations.

We are also impacted by the U.S. Clean Air Act (the “Clean Air Act”) and other EHS laws and regulations that regulate air emissions. These regulatory programs may require us to make capital expenditures (for example, by installing expensive emissions abatement equipment), modify our operational practices, obtain additional permits or make other expenditures, which could be significant.

We endeavor to conduct our operations in compliance with all applicable EHS laws, regulations, permits or approvals. However, because of extensive and comprehensive regulatory requirements, violations occur from time to time in our industry, and from time to time we have received notices from governmental agencies that we are not in compliance with certain EHS laws, regulations, permits or approvals and have incurred fines or penalties for these violations. Upon receipt of these notices, we evaluate the matter and take appropriate corrective actions.

Remedial Activities

Many of our past and present facilities have been in operation for decades. Operations at these facilities have historically involved the use and handling of regulated chemical substances, salt, salt byproducts and waste by us and our predecessors.

At many of these facilities, releases and disposal of regulated substances have occurred and could occur in the future, which could require us to investigate, undertake or pay for remediation activities under the U.S. Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and other similar EHS laws and regulations. These laws and regulations may impose “no fault” liability on past and present owners and operators of facilities associated with the release or disposal of hazardous substances, regardless of fault or the legality of the original actions. Additionally, one past or present owner or operator may be required to bear more than its proportional share of liability if payments cannot be obtained from other responsible parties.

In addition, third parties have alleged in the past and could allege in the future that our operations have resulted in contamination to neighboring off-site areas or third-party facilities, including third-party disposal facilities for regulated substances generated by our operations, which could result in liability for us under CERCLA or other EHS laws and regulations.

We have incurred and expect to continue to incur costs and liabilities as a result of our current and former operations and our predecessor’s operations. In the past, we have agreed to undertake or pay for investigations to determine whether remediation will be required under CERCLA or otherwise to address any contamination. In other instances, we have agreed to perform remediation activities or have undertaken voluntary remediation to address identified contamination.


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Other Regulatory Matters

As a global company, we are subject to complex and evolving laws and regulations. The most significant government regulations that impact our business, in addition to EHS laws and regulations, operating requirements and remedial activities, are discussed below. For further discussion of how government regulations may impact our business, see Item 1A, “Risk Factors.”

Taxes and Tariffs - We are subject to complex requirements of federal, state, local and foreign laws and regulations related to taxation, tariffs and import duties. See Part II, Item 8, Note 10 of our Consolidated Financial Statements for more information on taxes.

Import and Export Requirements, Anti-Corruption Laws and Related Matters - We manufacture, market and sell our products both inside and outside the U.S. and ship our products across international borders. As a result, we are required to comply with a number of U.S. and international regulations, which include fair competition (antitrust) laws, import and export requirements, customs laws and anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act and the Canadian Corruption of Foreign Public Officials Act, which generally prohibit the making or offering of improper payments to foreign government officials and political figures for the purpose of obtaining or retaining business or to gain an unfair business advantage.

Employment and Labor Relations - We are also subject to numerous federal, state, local and foreign laws and regulations governing our relationships with our employees, including those relating to wages, overtime, labor matters, working conditions, hiring and firing, non-discrimination, immigration, work permits and employee benefits.

Impacts of Regulatory Matters

Costs of compliance with laws and regulations, including management effort, time and resources, have been and are expected to continue to be significant. These costs include the capital projects related to environmental improvements discussed above. New or proposed regulatory programs (including EHS regulatory programs), as well as future interpretations and enforcement of existing laws and regulations, may impact our business significantly, our ability to serve customers, preclude us from conducting business with governmental entities, require modification to our facilities, lead to substantial increases in operating costs, penalties, injunctions, civil remedies or fines or cause interruptions, modifications or a termination of operations, the extent to which we cannot predict. Anticipating future compliance obligations, implementing compliance plans and estimating future costs can be particularly challenging while laws and regulations are under development and have not been adopted. For further discussion, see Item 1A, “Risk Factors.”


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ITEM 1A. RISK FACTORS

We are subject to a number of risks which could have a material adverse effect on our business, financial condition, results of operations and the value of our securities. You should carefully consider the following risks and all of the information set forth in this report. The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Operational Risks

Our mining and industrial operations can involve high-risk activities.

Our operations can involve or be subject to significant risks and hazards, including environmental hazards, industrial accidents and natural disasters. Our underground salt mining operations and related processing activities have in the past, and may in the future be subject to hazards such as industrial and mining accidents, fire, natural disasters, explosions, unusual or unexpected geological formations or movements, water intrusion and flooding. For example, MSHA considers our Cote Blanche mine to be a “gaseous mine” and, as a result, is subject to a heightened risk of explosion and fire. These potential risks include damage or impacts from pipeline and storage tank leaks and ruptures; explosions and fires; mechanical failures; earthquakes, tornadoes, hurricanes, flooding and other natural disasters; and chemical spills and other discharges or releases of toxic or hazardous substances or gases at our sites or during transportation.

These hazardous activities pose significant management challenges and could result in loss of life, a mine shutdown, damage to or destruction of our properties and surrounding properties, production facilities or equipment, production delays or business interruption. Our insurance coverage may be insufficient to cover all losses or claims associated with our operations, including these operational risks.

Geological conditions could lead to a mine shutdown, increased costs, production delays and product quality issues, which could adversely affect results of our operations.

Our salt mining operations involve complex processes, which are affected by the mineralogy of the mineral deposits and structural geologic conditions and are subject to related risks. For example, unexpected geological conditions could lead to significant water inflows and flooding at any of our underground mines, which could result in a mine shutdown, serious injuries, loss of life, increased operational costs, production delays, damage to our mineral deposits and equipment damage. We have minor water inflows at our Cote Blanche and Goderich salt mines that we actively monitor and manage. Underground mining also poses the potential risk of mine collapse or ceiling collapse (such as the September 2017 partial ceiling collapse at our Goderich mine) because of the mine geology and the rate and volume of minerals extracted, among other potential causes. We could also have a ceiling collapse in the brine wells used to extract salt for mechanical evaporation, which could increase costs and cause production delays.

Variations in the mineralogy and geology of our mineral deposits have limited, and could continue to limit, our ability to extract these deposits, increase our extraction costs and impact the purity and suitability of extracted minerals to create products for sale and to meet customer specifications. This could adversely impact our ability to fulfill our contracts, resulting in significant contractual penalties and loss of customers.

Our operations are conducted primarily through a limited number of key production and distribution facilities, and we are also dependent on critical equipment.

We conduct our operations through a limited number of key production and distribution facilities. These facilities include our underground salt mines, our evaporation plants, our solar evaporation ponds and facilities and the distribution facilities, depots and ports owned by us and third parties. Many of our products are produced at one or two of these facilities. Any disruption of operations at one of these facilities could significantly affect production of our products, distribution of our products or our ability to fulfill our contractual obligations, which could damage our customer relationships.

For example, our two North American salt mines together constituted approximately 71% of our salt production capacity as of September 30, 2022, and supply most of the salt sold by our North American highway deicing business and significant portions of the salt sold by our consumer and industrial business. A production interruption at one of our salt mines could adversely affect our ability to fulfill our salt contracts and our ability to secure future contracts in affected markets or other markets or could lead to increased costs to service customers from alternative supply sources. Our salt mines also have limited access ways and shafts and any inability to use these access ways and shafts could impede our ability to operate or cause a production interruption. In addition, we only have a limited number of distribution facilities in the markets in which we sell our salt products. Failure to have our salt products at a specific distribution facility when needed (for example during a snow event)


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could adversely impact our ability to fulfill our highway deicing sales contracts, resulting in significant contractual penalties and loss of customers.

Similarly, our plant nutrition product, SOP, is only produced at two locations: our solar evaporation ponds and facilities located adjacent to the Great Salt Lake near Ogden, Utah, and our facility near Big Quill Lake in Saskatchewan, Canada. SOP production from these facilities could be disrupted or negatively impacted by structural damage, as a result of dike failure or other factors, which could result in reduced sales. A production interruption or disruption at one or more of our facilities could result in a loss of customers, a loss in revenue or subject us to fines or penalties.

Our operations depend upon critical equipment, such as continuous mining machines, hoists, conveyor belts, bucket elevators, loading equipment, baghouses, compactors and dryers. This equipment could be damaged or destroyed, suffer breakdowns or failures or deteriorate due to wear and tear sooner than we estimate, and we may be unable to replace or repair the equipment in a timely manner or at a reasonable cost. If these events occur, we may incur additional maintenance and capital expenditures, our operations could be materially disrupted and we may not be able to produce and ship our products.

The results of our operations are dependent on and vary due to weather conditions. Additionally, adverse weather conditions or significant changes in weather patterns could adversely affect us.

Weather conditions, including amounts, timing and duration of wintry precipitation and snow events, excessive hot or cold temperatures, rainfall and drought, can significantly impact our sales, production, costs and operational results and impact our customers. From year to year, sales of our deicing products and profitability of the Salt segment are affected by weather conditions in our markets. Any prolonged change in weather patterns in our markets, as a result of climate change or otherwise, could have a material impact on the results of our operations.

In addition, our ability to produce SOP, salt and magnesium chloride, as well as any future production of lithium, from our solar evaporation ponds located near Ogden, Utah, is dependent upon sufficient lake brine levels in the Great Salt Lake and hot, arid summer weather conditions. Prolonged periods of precipitation, lack of sunshine, cooler weather or increased mountain water run-off during the evaporation season could reduce mineral concentrations and evaporation rates, leading to decreases in our production levels. Similarly, in recent years drought or decreased mountain snowfall and associated fresh water run-off have reduced brine levels, which could also impact mineral composition and our mineral harvesting process, amount and timing. Lake level fluctuations and other factors could alter brine levels or mineral concentration levels, which may disrupt our typical two- to three-year evaporation production cycle. Similar factors could negatively impact the lake level and concentration of sulfates at the Big Quill Lake, impacting the operations at our Wynyard, Saskatchewan, Canada, facility. The occurrence of these events at the Great Salt Lake or Big Quill Lake (as a result of climate change or otherwise) could lead to decreased production levels, increased operating costs and significant additional capital expenditures.

Weather conditions have historically caused volatility in the agricultural industry (and indirectly in our results of operations) by causing crop failures or significantly reduced harvests, which can adversely affect application rates, demand for our SOP products and our customers’ creditworthiness. Weather conditions can also lead to a reduction in farmable acres, flooding, drought or wild fires, which could also adversely impact the number of acres planted, growers’ crop yields and the uptake of plant nutrients, reducing the need for application of plant nutrition products for the next planting season, which could result in lower demand for our SOP products and impact sale prices.

We face numerous uncertainties in estimating our economically recoverable reserves and resources, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

A mineral is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining, processing and selling the mineral. Forecasts of our future performance are based on, among other things, estimates of our mineral reserves and resources. Our mineral reserve and resource estimates of the remaining tons of minerals in our mines and other mining properties are based on many factors, including engineering, economic and geological data assembled and analyzed by our staff and third parties, which include various engineers and geologists, the area and volume covered by our mining rights, assumptions regarding our extraction rates and duration of mining operations, and the quality of in-place reserves and resources. The reserve and resource estimates as to both quantity and quality are updated on a routine basis to reflect, among other matters, production of minerals from our mining properties and new mining or other data received.

There are numerous uncertainties inherent in estimating quantities and qualities of minerals and costs to mine recoverable reserves and resources, including many factors beyond our control. Estimates of mineral reserves and resources necessarily depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions include:

•geologic and mining conditions, including our ability to access certain mineral deposits as a result of the nature of the geologic formations of our salt mines or other factors, which may not be fully identified by available exploration data and may differ from our experience in areas we currently mine;

•demand for our minerals;

•current and future market prices for our minerals, contractual arrangements, operating costs and capital expenditures;

•taxes and development and reclamation costs;


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•mining technology and processing improvements, including process technology for the extraction of lithium from brines;

•the effects of regulation by governmental agencies;

•the ability to obtain, maintain and renew all required permits;

•employee health and safety;

•historical production from the area compared with production from other producing areas; and

•our ability to convert all or any part of our resources, including our lithium and lithium carbonate equivalent (“LCE”) mineral resources, to economically extractable mineral reserves.

As a result, actual tonnage recovered from identified mining properties and revenues and expenditures with respect to our reserves and resources may vary materially from estimates. Thus, these estimates may not accurately reflect our actual reserves and resources. Any material inaccuracy in our estimates related to our reserves or resources could result in lower than expected revenues, higher than expected costs or decreased profitability, which could materially and adversely affect our business, results of operations, financial position and cash flows. Additionally, our reserve and resource estimates may be adversely affected in the future by interpretations of, or changes to, the SEC’s property disclosure requirements for mining companies.

Our business is capital intensive, and the inability to fund necessary capital expenditures or successfully complete our capital projects could have an adverse effect on our growth and profitability.

In recent years, we have made significant expenditures on large capital projects, including a shaft relining project at our Goderich mine and upgrading the barge dock at the Cote Blanche mine. In addition, maintaining our existing facilities requires significant capital expenditures, which may fluctuate materially. We also may make significant capital expenditures in the future to expand or modify our existing operations, including projects to expand or improve our facilities (including new mine level development and mine expansion to access additional mineral deposits, or to augment our Ogden facility’s pond storage capacity) or equipment and projects to improve our computer systems, information technology and operations technology. In addition, we intend to make significant capital expenditures in the future to advance the development of our identified lithium resource at our Ogden facility and the Great Salt Lake. These activities or other capital improvement projects may require the temporary suspension of production at our facilities, which could have a material adverse effect on the results of our operations.

Any capital project we undertake involves risks, including cost overruns, delays and performance uncertainties, and could interrupt our ongoing operations. The expected benefits from any of our capital projects may not be realized in accordance with our projections. Our capital projects may also result in other unanticipated adverse consequences, such as the diversion of management’s attention from other operational matters or significant disruptions to our ongoing operations.

Although we currently finance most of our capital expenditures through cash provided by operations, we also may depend on increased borrowing or other financing arrangements to fund future capital expenditures. If we are unable to obtain suitable financing on favorable terms or at all, we may not be able to complete future capital projects and our ability to maintain or expand our operations may be limited. The occurrence of these events could have a material adverse effect on our business, financial condition and results of operations.

Strikes, other forms of work stoppage or slowdown and other union activities could disrupt our business and negatively impact our financial results.

Nearly 50% of our workforce in the U.S., Canada and the U.K. is represented by collective bargaining agreements. Of our 12 collective bargaining agreements in effect on September 30, 2022, six will expire in fiscal 2023, one will expire in fiscal 2024, three will expire in fiscal 2025 (including for our Cote Blanche mine), and one will expire in each of fiscal 2026 (for our Goderich mine) and 2027.

Unsuccessful contract negotiations, adverse labor relations at any of our locations or other factors have in the past, and could in the future, result in strikes, work stoppages, work slowdowns, dissatisfied employees or other actions, which could disrupt our business and operations. These disruptions could negatively impact our business, our operations, our ability to produce or sell our products, our ability to service our customers and our ability to recruit and retain personnel and could result in significant additional costs as well as adversely affect our reputation, financial condition and operating results.

Our production processes rely on the consumption of natural gas, electricity and certain other raw materials. A significant interruption in the supply or an increase in the price of any of these could adversely affect our business.

Energy costs, primarily natural gas and electricity, represent a substantial part of our total production costs. Our profitability is impacted by the price and availability of natural gas and electricity we purchase from third parties. Natural gas is a primary energy source used in the mechanically evaporated salt production process. Our contractual arrangements for the supply of natural gas have terms of up to three years, do not specify quantities and are automatically renewed unless either party elects not to do so. We do not have arrangements in place with back-up suppliers. We use natural gas derivatives to hedge some of our financial exposure to the price volatility of natural gas. A significant increase in the price of energy that is not recovered through an increase in the price of our products or covered through our hedging arrangements, or an extended interruption in


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the supply of natural gas or electricity to our production facilities, could have a material adverse effect on our business, financial condition and results of operations.

We use KCl in our salt and plant nutrition operations. Large price fluctuations in KCl can occur without a corresponding change in the sales price of our products sold to our customers. This could change the profitability of our products that require KCl, which could materially affect the results of our operations. In certain cases, we also source raw materials from a sole supplier and cannot guarantee that any supplier will be able to meet our requirements and any changes in their operations, including prolonged outages, could have a material adverse effect on our business.

Financial Risks

Our indebtedness and any inability to pay our indebtedness could adversely affect our business and financial condition.

We have a significant amount of indebtedness and may incur additional debt in the future. As of September 30, 2022, we had $955.9 million of outstanding indebtedness, including $168.4 million of borrowings under our senior secured credit facilities, which are further described in Part II, Item 8, Note 12 of our Consolidated Financial Statements. We pay significant interest on our indebtedness, with variable interest on our borrowing under our senior secured credit facilities based on prevailing interest rates. Significant increases in interest rates will increase the interest we pay on our debt. Our indebtedness could:

•require us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limit our ability to borrow additional money or sell our stock to fund our working capital, capital expenditures and debt service requirements;

•impact our ability to implement our business strategy and limit our flexibility in planning for, or reacting to, changes in our business as well as changes to economic, regulatory or other competitive conditions;

•place us at a competitive disadvantage compared to our competitors with greater financial resources;

•make us more vulnerable to a downturn in our business or the economy;

•require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing the availability of our cash flow for other purposes;

•restrict us from making strategic acquisitions or cause us to make non-strategic divestitures; and

•materially and adversely affect our business and financial condition if we are unable to meet our debt service requirements or obtain additional financing.

In the future, we may incur additional indebtedness or refinance our existing indebtedness. If we incur additional indebtedness or refinance, the risks that we face as a result of our leverage could increase. Financing may not be available when needed or, if available, may not be available on commercially reasonable or satisfactory terms. Any downgrades from credit rating agencies such as Moody’s or Standard & Poor’s may adversely impact our ability to obtain financing or the terms of such financing.

Our ability to make payments on our indebtedness, refinance our indebtedness and fund planned capital expenditures will depend on our ability to generate future cash flows from operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our revolving credit facility in an amount sufficient to enable us to make payments with respect to our indebtedness or to fund our other liquidity needs. If this were the case, we might need to refinance all or a portion of our indebtedness on or before maturity, sell assets, reduce or delay capital expenditures or seek additional equity financing. Our inability to obtain needed financing or generate sufficient cash flows from operations may require us to abandon or curtail capital projects, strategic initiatives or other investments, cause us to divest our business or impair our ability to make acquisitions, enter into joint ventures or engage in other activities, which could materially impact our business.

The agreements governing our indebtedness impose restrictions that may limit our ability to operate our business or require accelerated debt payments.

Our agreements governing our indebtedness contain covenants that limit our ability to:

•incur additional indebtedness or contingent obligations or grant liens;

•pay dividends or make distributions to our stockholders;

•repurchase or redeem our stock;

•make investments or dispose of assets;

•prepay, or amend the terms of, certain junior indebtedness;

•engage in sale and leaseback transactions;

•make changes to our organizational documents or fiscal periods;

•create or permit certain liens on our assets;

•create or permit restrictions on the ability of certain subsidiaries to make certain intercompany dividends, investments or asset transfers;


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•enter into new lines of business;

•enter into transactions with our stockholders and affiliates; and

•acquire the assets of, or merge or consolidate with, other companies.

The credit agreement governing our senior secured credit facilities also requires us to maintain financial ratios, including an interest coverage ratio and a total leverage ratio, which we may be unable to maintain. As of September 30, 2022, our total leverage ratio (as calculated under the terms of our credit agreement) was 4.59x. We would be in default under our credit agreement if our leverage ratio exceeded 5.5x as of the last day of any quarter through fiscal 2022, gradually stepping down to 4.5x for the fiscal quarter ended June 30, 2024.

Various risks, uncertainties and events beyond our control could affect our ability to comply with the covenants, financial tests and ratios required by the agreements governing our indebtedness. If we default under our agreements governing our indebtedness, our lenders could cease to make further extensions of credit, accelerate payments under our other debt instruments (including hedging instruments) that contain cross-acceleration or cross-default provisions and foreclose upon any collateral securing that debt as well as restrict our ability to make certain investments and payments, pay dividends, repurchase our stock, enter into transactions with affiliates, make acquisitions, merge and consolidate, or transfer or dispose of assets.

If our lenders were to require immediate repayment, we may need to obtain new financing to be able to repay them immediately, which may not be available or, if available, may not be available on commercially reasonable or satisfactory terms. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.

We are subject to tax liabilities which could adversely impact our profitability, cash flow and liquidity.

We are subject to income tax primarily in the U.S., Canada and the U.K. Our effective tax rate could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and the discovery of new information in the course of our tax return preparation process. Our effective tax rate, tax expense and cash flows could also be adversely affected by changes in tax laws. We are also subject to audits in various jurisdictions and may be assessed additional taxes as a consequence of an audit.

Canadian provincial tax authorities have challenged our tax positions and assessed additional taxes on us, which are described in Part II, Item 8, Note 10 to our Consolidated Financial Statements. These tax assessments and future tax assessments could be material if the disputes are not resolved in our favor.

In the ordinary course of our business, there are many transactions and calculations that could be challenged by taxing authorities. This includes the values charged on the transfer of products between our subsidiaries. Although we believe our tax estimates and calculations are reasonable, they have been challenged by taxing authorities in the past. The final determination of any tax audits and litigation may take several years and be materially different from our historical income tax provisions and accruals in our consolidated financial statements. If additional taxes are assessed as a result of an audit, assessment or litigation, there could be a material adverse effect on our financial condition, income tax provision and net income in the affected periods as well as future profitability, cash flows and our ability to pay dividends and service our debt.

If our customers are unable to access credit, they may not be able to purchase our products. In addition, we extend trade credit to customers and the results of our operations may be adversely affected if customers default on these obligations.

Some of our customers require access to credit in order to purchase our products. A lack of available credit to customers, due to global or local economic conditions or for other reasons, could adversely affect demand for our products and the sales of our products.

We extend trade credit to our customers in the U.S. and throughout the world, in some cases for extended periods of time. If these customers are unable to repay the trade credit from us , the results of our operations could be adversely affected. Our customers may be unable to repay the trade credit from us as a result of supply chain disruptions, market conditions in the agricultural sector, adverse weather conditions and increases in prices for other products and inputs that could increase the working capital requirements, indebtedness and other liabilities of our customers. We may not be able to limit our credit and collectability risk or avoid losses.

We may not pay cash dividends or pay smaller cash dividends on our common stock in the future.

We have declared and paid quarterly cash dividends on our common stock consistently since becoming a public company. Any future payment and the amount of any future payment of cash dividends will depend upon our financial condition, earnings, legal requirements, restrictions in our debt agreements, capital allocation strategy and other factors deemed relevant by our Board of Directors. We may not pay cash dividends or may reduce the amount of our cash dividends (as the Board of Directors did in November 2021). Although our operations are conducted through our subsidiaries, none of our subsidiaries is obligated to make funds available to pay dividends on our common stock. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and the distribution of funds from our subsidiaries. Certain agreements governing our indebtedness contain limitations on our ability to pay dividends (including regular annual dividends), as described under “—The agreements governing our indebtedness impose restrictions that may limit our ability to operate our business or require


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accelerated debt payments.” We cannot provide assurances that the agreements governing our current and future indebtedness will permit us to pay dividends on our common stock.

We are subject to financial assurance requirements and failure to satisfy these requirements could materially affect our business, results of our operations and our financial condition.

In connection with our dispute of tax assessments made by Canadian provincial tax authorities (described in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments, Liquidity and Capital Resources” and Part II, Item 8, Note 10 of our Consolidated Financial Statements), we are required to post and maintain financial performance bonds. In addition, as part of our business operations, we are required to maintain financial surety or performance bonds with certain of our North American deicing customers and to fund reclamation and site cleanup following the ultimate closure of our mines and certain other facilities. We incur costs to maintain these financial assurance bonds and failure to satisfy these financial assurance requirements could materially affect our business, the results of our operations and our financial condition.

Competition, Sales and Pricing Risks

Our products face strong competition and if we fail to successfully attract and retain customers and invest in capital improvements, productivity, quality improvements and product development, sales of our products could be adversely affected.

We encounter strong competition in many areas of our business and our competitors may have significantly more financial resources than we do. Competition in our product lines is based on a number of factors, including product quality and performance, logistics (especially in Salt distribution), brand reputation, price and quality of customer service and support. Many of our customers attempt to reduce the number of vendors from which they purchase in order to increase their efficiency. To remain competitive, we need to invest in manufacturing, productivity, product innovation, marketing, customer service and support and our distribution networks. We may not have sufficient resources to continue to make such investments or maintain our competitive position. We may have to adjust our prices, strategy, product innovation, distribution or marketing efforts to stay competitive.

The demand for our products may be adversely affected by technological advances or the development of new or less costly competing products. For example, the development of substitutes for our plant nutrition products that can more efficiently mix with other agricultural inputs or have more efficient application methods may impact the demand for our products. Many of our products, including sodium chloride, magnesium chloride and SOP, have historically been characterized by a slow pace of technological advances. However, new production methods or sources for our products or the development of substitute or competing products could materially and adversely affect the demand and sales of our products.

Changes in competitors’ production, geographic or marketing focus could have a material impact on our business. We face global competition from new and existing competitors who have entered or may enter the markets in which we sell, particularly in our plant nutrition business. Some of our competitors may have greater financial and other resources than we do or are more diversified, making them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. Our competitive position could suffer if we are unable to expand our operations through investments in new or existing operations or through acquisitions, joint ventures or partnerships.

Inflation could result in higher costs and decreased profitability.

Recent inflation, including increases in freight rates, prices for energy and other costs, has adversely impacted us. Sustained inflation could result in higher costs for transportation, energy, materials, supplies and labor. Our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which we operate. Accordingly, substantial inflation may result in a material adverse impact on our costs, profitability and financial results.

Increasing costs or a lack of availability of transportation services could have an adverse effect on our ability to deliver products at competitive prices.

Transportation and handling costs are a significant component of our total delivered product cost, particularly for our salt products. The high relative cost of transportation favors producers whose mines or facilities are located near the customers they serve. We contract (directly and, from time to time, through third parties) bulk shipping vessels, barges, trucking and rail services to move our products from our production facilities to distribution outlets and customers. A reduction in the dependability or availability of transportation services, a significant increase in transportation service rates, adverse weather and changes to water levels on the waterways used for our products could impair our ability to deliver our products economically to our customers or expand our markets. For example, when the Mississippi river floods significantly (as it did during fiscal 2019) or if water levels are significantly reduced by severe drought conditions, barges may be unable to traverse the river system and we may be prevented from timely delivering our salt products to our customers, which could increase costs to deliver our


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products and adversely impact our ability to fulfill our contracts, resulting in significant contractual penalties and loss of customers.

In addition, diesel fuel is a significant component of our transportation costs. Some of our customer contracts allow for full or partial recovery of changes in diesel fuel costs through an adjustment to the selling price. However, a significant increase in the price of diesel fuel that is not passed through to our customers could materially increase our costs and adversely affect our financial results.

Significant transportation costs relative to the cost of certain of our products, including our salt products, limit our ability to increase our market share or serve new markets.

The demand for our products is seasonal.

The demand for our salt and plant nutrition products is seasonal, and the degree of seasonality can change significantly from year to year due to weather conditions, including the number of snow events, rainfall and other factors.

Our salt deicing business is seasonal. On average, in each of the last three years, approximately two-thirds of our deicing product sales occurred during the North American and European winter months of November through March. Winter weather events are not predictable, yet we must stand ready to deliver deicing products to local communities with little advance notice under the requirements of our highway deicing contracts. As a result, we attempt to stockpile our highway deicing salt throughout the year to meet estimated demand for the winter season. Failure to deliver under our highway deicing contracts may result in significant contractual penalties and loss of customers. Servicing markets typically serviced by one production facility with product from an alternative facility may add logistics and other costs and reduce profitability.

Our plant nutrition business is also seasonal. As a result, we and our customers generally build inventories during the low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors).

If seasonal demand is greater than we expect, we may experience increased costs and product shortages, and our customers may turn to our competitors for products that they would otherwise have purchased from us. If seasonal demand is less than we expect, we may have excess inventory to be stored (in which case we may incur increased storage costs) or liquidated (in which case the selling price may be below our costs). If prices for our products rapidly decrease, we may be subject to inventory write-downs. Our inventories may also become impaired through obsolescence or the quality may be impaired if our inventories are not stored properly. Low seasonal demand could also lead to increased unit costs.

Risks associated with our international operations and sales and changes in economic and political environments could adversely affect our business and earnings.

We have significant operations in Canada and the U.K. Our fiscal 2022 sales outside the U.S. were 28% of our total fiscal 2022 sales. Our overall success as a global business depends on our ability to operate successfully in differing economic, political and cultural conditions. Our international operations and sales are subject to numerous risks and uncertainties, including:

•economic developments including changes in currency exchange rates, inflation risks, exchange controls, tariffs, economic sanctions, other trade protection measures and import or export licensing requirements;

•difficulties and costs associated with complying with laws, treaties and regulations, including tax, labor and data privacy laws, treaties and regulations, and changes to laws, treaties and regulations;

•restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses;

•restrictions on our ability to repatriate earnings from our non-U.S. subsidiaries to the U.S. or the imposition of withholding taxes on remittances and other payments by our subsidiaries;

•political developments (including uncertainty, labor shortages and potential trade difficulties caused by the U.K.’s exit from the EU, commonly referred to as “Brexit”), government deadlock, political instability, political activism, terrorist activities, civil unrest and international conflicts (including impacts from the current war in Ukraine); and

•uncertain and varying enforcement of laws and regulations and weak protection of intellectual property rights.

A significant portion of our cash flow is generated in Canadian dollars and British pounds sterling and our consolidated financial results are reported in U.S. dollars. Our reported results can significantly increase or decrease based on exchange rate volatility after translation of our results into U.S. dollars. Exchange rate fluctuations could also impact our ability to meet interest and principal payments on our U.S. dollar-denominated debt. In addition, we incur currency transaction risk when we enter into a purchase or a sales transaction using a currency other than the local currency of the transacting entity. We may not be able to effectively manage our currency risks. For more information, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Effects of Currency Fluctuations and Inflation,” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”

In addition, we may face more competition in periods when foreign currency exchange rates are favorable to our competitors. A relatively strong U.S. dollar increases the attractiveness of the U.S. market for some of our international competitors while decreasing the attractiveness of other markets to us.


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Anticipated changes in potash prices and customer application rates can have a significant effect on the demand and price for our plant nutrition products.

When customers anticipate increasing potash selling prices, they tend to accumulate inventories in advance of the expected price increase. Similarly, customers tend to delay their purchases when they anticipate future selling prices for potash products will stabilize or decrease. These customer expectations can lead to a lag in our ability to realize price increases for our SOP products and adversely impact our sales volumes and selling prices.

Growers’ decisions to purchase plant nutrition products and the application rate for potash products depend on many factors, including expected grower income, crop prices, plant nutrition product prices, commodity prices, input prices and nutrient levels in the soil. Customers are more likely to decrease purchases and application rates when they expect declining agricultural economics or relatively high plant nutrition costs, other costs and soil nutrient levels. This variability can materially impact our prices and volumes sold.

Conditions in the sectors where we sell products and supply and demand imbalances for competing products can impact the price and demand for our products.

Conditions in the North American agricultural sectors can significantly impact our plant nutrition business. The agricultural sector can be affected by a number of factors, including weather conditions, field conditions (particularly during periods of traditionally high plant nutrition application), government policies, tariffs and import and export markets.

Demand for our products in the agricultural sector is affected by crop prices, crop selection, planted acreage, application rates, crop yields, product acceptance, population growth, livestock consumption and changes in dietary habits, among other things. Supply is affected by available capacity, operating rates, raw material costs and availability, feasible transportation, government policies, tariffs and global trade. In addition, the demand and price of our SOP products can be affected by factors such as plant disease.

MOP is the least expensive form of potash fertilizer and, consequently, it is the most widely used potassium source for most crops. SOP is utilized by growers for many high-value crops, especially crops for which low-chloride content fertilizers or the presence of sulfur improves quality and yield, such as almonds and other tree nuts, avocados, citrus, lettuce, tobacco, grapes, strawberries and other berries. Lower prices or demand for these crops could adversely affect demand for our products and the results of our operations.

When the demand and price of potash are high, our competitors are more likely to increase their production and invest in increased production capacity. An over-supply of MOP or SOP domestically or worldwide could unfavorably impact the prices we can charge for our SOP, as a large price disparity between potash products could cause growers to choose MOP or other less-expensive alternatives, which could adversely impact our sales volume and the results of our operations.

Similarly, conditions in the Salt sector can significantly impact our Salt segment. These conditions include weather conditions as well as import and export markets. Supply and demand imbalances can be caused by a number of factors, including weather conditions, operating rates, transportation costs and global trade.

Legal, Regulatory and Compliance Risks

Our operations depend on our rights and governmental authorizations to mine and operate our properties.

We hold numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our facilities. A decision by a governmental agency to revoke, substantially modify, deny or delay renewal of or apply conditions to an existing permit, license or approval could have a material adverse effect on our ability to continue operations at the affected facility and result in significant costs. For example, certain indigenous groups have challenged the Canadian government’s ownership of the land under which our Goderich mine is operated. There can be no assurances that the Canadian government’s ownership will be upheld or that our existing mining and operating permits will not be revoked or otherwise affected. In addition, although we do not engage in fracking, laws and regulations targeting fracking could lead to increased permit requirements and compliance costs for non-fracking operations, including our salt operations, which require permitted wastewater disposal wells.

Furthermore, many of our facilities are located on land leased from governmental authorities or third parties. Our leases generally require us to continue mining in order to retain the lease, the loss of which could have a material adverse effect on our ability to continue operations at the affected facility and result in significant costs. In some instances, we have received access rights or easements from third parties which allow for a more efficient operation than would exist without the access or easement. Loss of these access rights or easements could have a material adverse effect on us. In addition, many of our facilities are located near existing and proposed third-party industrial operations that could affect our ability to fully extract, or the manner in which we extract, the mineral deposits to which we have mining rights. For example, certain neighboring operations or land uses may require setbacks that could prevent us from mining portions of our mineral reserves or resources or using certain mining methods.


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Expansion of our existing operations or production capacity, or preservation of existing rights in some cases, is also predicated upon securing any necessary permits, licenses and approvals. For example, we may require additional permits, licenses and approvals to continue diverting water from the Great Salt Lake based on lake conditions or to further expand our production capacity at our Ogden facility. In addition, we may require additional permits, licenses and approvals in connection with the potential development of our identified lithium resource at our Ogden facility and the Great Salt Lake. We may not be granted the necessary permits, licenses and approvals. A decision by a governmental agency to deny, delay issuing or apply conditions to any new permits, licenses and approvals could adversely affect our ability to operate and the results of our operations, as well as our ability to develop our identified lithium brine and LCE resources.

Unanticipated litigation or investigations, or negative developments in pending litigation or investigations or with respect to other contingencies, could adversely affect us.

We are currently, and may in the future become, subject to litigation, arbitration or other legal proceedings with other parties. Any claim that is successfully asserted against us in these legal proceedings, or others that could be brought against us in the future, may adversely affect our financial condition, results of operations or prospects. For example, on October 21, 2022 we, certain of our former officers and one current officer were named as defendants in a putative securities class action lawsuit filed in the United States District Court for the District of Kansas, alleging that we and such officers made misleading statements damaging shareholders. We intend to vigorously defend these allegations. At this time, we are unable to assess with any certainty, what, if any damages could be awarded in this matter. We are also involved periodically in other reviews, inquiries, investigations and other proceedings initiated by or involving government agencies (including litigation brought by Canadian provincial tax authorities as described in Part II, Item 8, Note 10 to our Consolidated Financial Statements), some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In these types of matters, it is inherently difficult to determine whether any loss is probable or whether it is possible to estimate the amount of any reasonably possible loss. We cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual judgment, settlement, fine, penalty or other relief, conditions or restrictions, if any, may be. Any eventual judgment, settlement, fine, penalty or other relief, conditions or restrictions could have a material impact on us. For further discussion of pending litigation and governmental proceedings and investigations, see Part II, Item 8, Note 10 and Note 13 to our Consolidated Financial Statements.

We are subject to EHS laws and regulations which could become more stringent and adversely affect our business.

Our operations are subject to an evolving set of federal, state, local and foreign EHS laws and regulations. New or proposed EHS regulatory programs, as well as future interpretations and enforcement of existing EHS laws and regulations, may require modification to our facilities, require substantial increases in equipment and operating costs, subject us to fines, penalties or lead to interruptions, modifications or a termination of operations, which could involve significant capital costs, increases in operating costs or other significant impacts.

For example, we are impacted by the Clean Air Act and other EHS laws and regulations that regulate air emissions. These regulatory programs may subject us to fines or penalties or require us to install expensive emissions abatement equipment, modify our operational practices, obtain additional permits or make other expenditures. Our Ogden facility is located in an area expected to be of continued scrutiny by the Environmental Protection Agency and Utah Division of Air Quality with respect to certain air emissions and related issues under the Clean Air Act.

In addition, if new Clean Water Act regulations are adopted or increased compliance obligations are imposed on existing regulations, we could be adversely affected. For example, a significant portion of our salt products are distributed through salt depots owned and operated by third parties. If these depots are required to adopt more stringent stormwater management practices or are subject to increased compliance requirements under existing Clean Water Act regulations, these depots may pass on any increased costs to us, exit the depot business (requiring us to find new depot partners or establish Company-owned depots) or otherwise cause an adverse impact to our ability to deliver salt to our customers. Additionally, governmental agencies could restrict or limit the use of road salt for highway deicing purposes or adopt laws and regulations to address climate change and greenhouse gases, which could have a material impact on us. See “Business—Environmental, Health and Safety and Other Regulatory Matters” for more information about EHS laws and regulations affecting us and their potential impact on us.

We could incur significant environmental liabilities with respect to our current, future or former facilities, adjacent or nearby third-party facilities or off-site disposal locations.

Risks of environmental liabilities is inherent in our current and former operations. At many of our past and present facilities, releases and disposals of regulated substances have occurred and could occur in the future, which could require us to investigate, undertake or pay for remediation activities under CERCLA and other similar EHS laws and regulations. The use, handling, disposal and remediation of hazardous substances currently or formerly used by us, or the liabilities arising from past releases of, or exposure to, hazardous substances may result in future expenditures that could materially and adversely affect our financial results, cash flows or financial condition. Our facilities are also subject to laws and regulations which require us to


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monitor and detect potential environmental hazards and damages. Our procedures and controls may not be sufficient to timely identify and protect against potential environmental damages and related costs.

We record accruals for contingent environmental liabilities when we believe it is probable that we will be responsible, in whole or in part, for environmental investigation or remediation activities and the expenditures for these activities are reasonably estimable. However, the extent and costs of any environmental investigation or remediation activities are inherently uncertain and difficult to estimate and could exceed our expectations, which could materially affect our financial condition and operating results.

Additionally, we previously sold a portion of our U.K. salt mine to a third party, which operates a waste management business. The third party’s business, under governmental permits, is allowed to securely dispose certain hazardous waste at the property they own and they pay us fees for engaging in this activity. See “Business—Environmental, Health and Safety and Other Regulatory Matters” for more information.

Compliance with import and export requirements, the FCPA and other applicable anti-corruption laws may increase the cost of doing business.

Our operations and activities inside and outside the U.S., as well as the shipment of our products across international borders, require us to comply with a number of federal, state, local and foreign laws and regulations, which are complex and increase our cost of doing business. These laws and regulations include import and export requirements, economic sanctions laws, customs laws, tax laws and anti-corruption laws, such as the FCPA, the U.K. Bribery Act and the Canadian Corruption of Foreign Public Officials Act. We cannot predict how these or other laws or their interpretation, administration and enforcement will change over time. There can be no assurance that our employees, contractors, agents, distributors, customers, payment parties or third parties working on our behalf will not take actions in violation of these laws. Any violations of these laws could subject us to civil or criminal penalties, including fines or prohibitions on our ability to offer our products in one or more countries, debarment from government contracts (and termination of existing contracts) and could also materially damage our reputation, brand, international expansion efforts, business and operating results. In addition, changes to trade or anti-corruption laws and regulations could affect our operating practices or impose liability on us in a manner that could materially and adversely affect our business, financial condition and results of operations.

We are subject to costs and risk associated with a complex regulatory, compliance and legal environment, and we may be adversely affected by changes in laws, industry standards and regulatory requirements.

Our global business is subject to complex requirements of federal, state, local and foreign laws, regulations, treaties and regulatory authorities as well as industry standard-setting authorities. These requirements are subject to change. Changes in the standards and requirements imposed by these laws, regulations, treaties and authorities or adoption of any new laws, regulations or treaties could negatively affect our ability to serve our customers or our business. In the event that we are unable to meet any existing, new or modified standards when adopted, our business could be adversely affected. Some of the federal, state, local and foreign laws and regulations that affect us include those relating to EHS matters; taxes; antitrust and anti-competition laws; data protection and privacy; advertisement and marketing; labor and employment; import, export and anti-corruption; product liability; product registrations and labeling requirements; and intellectual property.

If significant import duties were imposed on the salt we import into the U.S. from our Goderich mine, or if we were unable to include the transfer price of such salt in the cost of goods sold for U.S. tax purposes, our financial condition and operating results would be materially and adversely affected. We could also be adversely impacted by changes in tariffs imposed by countries or other trade protection measures, which could decrease our sales in markets where we sell our products. Certain U.S. states have either enacted or proposed legislation that would provide a preference for their agencies or municipalities to use salt mined in the U.S., their home state or selected states. If such legislation is adopted, it could adversely impact the amount of salt sales contracts awarded to us for salt supplied from our Goderich or Cote Blanche mines in the applicable state. In addition, failure to comply with applicable laws, regulations or treaties or to comply with any of contracts we have with governmental entities could preclude us from conducting business with governmental entities and lead to penalties, injunctions, civil remedies or fines.

We may face significant product liability claims and product recalls, which could harm our business and reputation.

We face exposure to product liability and other claims if our products cause harm, are alleged to have caused harm or have the potential to cause harm to consumers or their property. In addition, our products or products manufactured by our customers using our products could be subject to a product recall as a result of product contamination, our failure to meet product specifications or other causes. For example, our customers use our food-grade salt products in food items they produce, such as cheese and bread, which could be subject to a product recall if our products are contaminated or adulterated. Similarly, the use and application of our animal feed and plant nutrition products could result in a product recall if it were alleged that they were contaminated.

A product recall could result in significant losses due to the costs of a recall, the destruction of product inventory and production delays to identify the underlying cause of the recall. We could be held liable for costs related to our customers’


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product recall if our products cause the recall or other product liability claims if our products cause harm to our customers or their property. Additionally, a significant product liability case, product recall or failure to meet product specifications could result in adverse publicity, harm to our brand and reputation and significant costs, which could have a material adverse effect on our business and financial performance.

Our intellectual property may be misappropriated or subject to claims of infringement.

Intellectual property rights, including patents, trademarks, and trade secrets, are a valuable aspect of our business. We attempt to protect our intellectual property rights primarily through a combination of patent, trademark, and trade secret protection. The patent rights that we obtain may not provide meaningful protection to prevent others from selling competitive products or using similar production processes. Pending patent applications may not result in an issued patent. If we do receive an issued patent, we cannot guarantee that our patent rights will not be challenged, invalidated, circumvented, or rendered unenforceable.

We also rely on trade secret protection to guard confidential unpatented technology, manufacturing expertise, and technological innovation. Although we generally enter into confidentiality agreements with our employees, third-party consultants and advisors to protect our trade secrets, we cannot guarantee that these agreements provide meaningful protection or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets.

Our brand names and the goodwill associated therewith are an important part of our business. We seek to register our brand names as trademarks where it makes business sense. Our trademark registrations may not prevent our competitors from using similar brand names. Many of our brand names are registered as trademarks in the U.S. and foreign countries. The laws in certain foreign countries in which we do business do not protect trademark rights to the same extent as U.S. law. As a result, these factors could weaken our competitive advantage with respect to our products, services and brands in foreign jurisdictions, which could adversely affect our financial performance.

Our intellectual property rights may not be upheld if challenged. Such claims, if proven, could materially and adversely affect our business and may lead to the impairment of the amounts recorded for goodwill and other intangible assets. If we are unable to maintain the proprietary nature of our technologies, we may lose any competitive advantage provided by our intellectual property. In addition, although any such claims may ultimately prove to be without merit, the necessary management attention to and legal costs associated with defending our intellectual property rights could be significant.

Strategic and Other Business Risks

We may not successfully implement our strategies.

Our success depends, to a significant extent, on successful implementation of our business strategies, including the development of our lithium brine and LCE resources, the successful commercialization of Fortress North America’s portfolio of next generation fire retardants, our cost savings initiatives, our enterprise optimization initiatives and any other strategies described in the “Business” section of this report. We cannot assure that we will be able to successfully implement our strategies or, if successfully implemented, we may not realize the expected benefits of our strategies.

Although we have completed an initial assessment to define the lithium resource at our existing operations, mineral resources are not mineral reserves and do not have demonstrated economic viability. The process technology for commercial extraction of lithium from brines with low lithium and high impurity is still developing. We have not realized any revenues to date from the sale of lithium, and do not expect to before 2025. There is no certainty that all or any part of the lithium mineral resource identified by the company’s initial assessment will be converted into an economically extractable mineral reserve.

Although we make substantial investments in product innovation, we cannot be certain that we will be able to develop, obtain or successfully implement new products or technologies on a timely basis or that they will be well-received by our customers. Moreover, our investments in new products and technologies involve certain risks and uncertainties and could disrupt our ongoing business. New investments may not generate sufficient revenue, may incur unanticipated liabilities and may divert our limited resources and distract management from our current operations. We cannot be certain that our ongoing investments in new products and technologies will be successful, will meet our expectations and will not adversely affect our reputation, financial condition and operating results.

Our business is dependent upon personnel, including highly skilled personnel. A labor shortage or the loss of key personnel may have a material adverse effect on our performance.

Our business is dependent on our ability to attract, develop and retain personnel. We may encounter difficulty recruiting sufficient numbers of personnel at acceptable wage and benefit levels due to the competitive labor market. If we are unable to attract, develop and retain the personnel necessary for the efficient operation of our business, this could result in higher costs and decreased productivity and efficiency, which may have a material adverse effect on our performance.

Our business is also dependent on the ability to attract, develop and retain highly skilled personnel. An inability to attract, develop and retain personnel with the necessary skills and experience could result in decreased productivity and efficiency,


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higher costs, the use of less-qualified personnel and reputational harm, which may have a material adverse effect on our performance.

To help attract, retain and motivate qualified personnel, we use stock-based incentive awards such as restricted stock units and performance stock units. If the value of these stock awards does not appreciate as measured by our common stock price, performance conditions in these awards are not met or if our stock-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate personnel could be weakened, which could harm our business.

The loss of certain key employees could result in the loss of vital institutional knowledge, experience and expertise, damage critical customer relationships and impact our ability to successfully operate our business and execute our business strategy. We may not be able to find qualified replacements for these key positions and the integration of replacements may be disruptive to our business. In addition, the loss of our key employees who have in-depth knowledge of our mining, manufacturing, engineering or research and development processes could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate our processes or share our confidential information.

If our computer systems, information technology or operations technology are disrupted or compromised, our ability to conduct our business will be adversely impacted.

We rely on computer systems, information technology and operations technology to conduct our business, including cash management, order entry, invoicing, plant operations, vendor payments, employee salaries and recordkeeping, inventory and asset management, shipping of products, and communication with employees and customers. We also use our systems to analyze and communicate our operating results and other data to internal and external recipients. While we maintain some of our critical computer and information technology systems, we are also dependent on third parties to provide important computer and information technology services. We continue to make updates and improvements to our enterprise resource planning system, network and other core applications, which could impact substantially all of our key processes. Any implementation issues could have adverse effects on our ability to properly capture, process and report financial transactions, distribute our products, invoice and collect from our customers and pay our vendors and could lead to increased expenditures or operational disruptions.

We are susceptible to cyber-attacks, computer viruses and other technological disruptions, which generally continue to increase due to evolving threats and our expanding information technology footprint. We have experienced attempts by unauthorized agents to gain access to our computer systems through the internet, e-mail and other access points. To date, none have resulted in any material adverse impact to our business or operations. While we have programs, policies and procedures in place to identify, prevent and detect any unauthorized access, this does not guarantee that we will be able to detect or prevent unauthorized access to our computer systems. In addition, remote work arrangements for our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and other social engineering attempts. These risks have also impacted, and may in the future impact the third parties on which we rely, and security measures employed by these third parties may also prove to be ineffective at countering threats.

A material failure or interruption of access to our computer systems for an extended period of time or the loss of confidential or proprietary data could adversely affect our operations, reputation and regulatory compliance. While we have mitigation and data recovery plans in place, it is possible that significant expenditures, capital investments and time may be required to correct any of these issues. Additional capital investment and expenditures needed to address, prevent, correct or respond to any of these issues may negatively impact our business, financial condition and results of operations.

Climate change and related laws and regulations could adversely affect us.

The potential impact of climate change on our resources, operations, product demand and the needs of our customers remains uncertain. Scientists have proposed that the impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changes to the water levels of lakes and other bodies of water, changing storm patterns and intensities and changing temperature levels. These changes could be severe and vary by geographic location. These changes could negatively impact customer demand for our products as well as our costs and ability to produce and distribute our products. For example, prolonged period of mild winter weather could reduce the market for deicing products. Drought conditions could similarly impact demand for our plant nutrition products. Climate change could also lead to disruptions in the production or distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels, lake or river level fluctuations or flooding from sea level changes. See “—The results of our operations are dependent on and vary due to weather conditions. Additionally, adverse weather conditions or significant changes in weather patterns could adversely affect us.” for more information.


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In addition, legislative and regulatory measures to address climate change and greenhouse gas emissions (including carbon or emissions taxes) have been enacted and are also in various phases of consideration at both the state and federal level, as well as internationally. These measures could restrict our operations, require us to make capital expenditures to be compliant with these initiatives, increase our costs, impact our ability to compete or negatively impact efforts to obtain permits, licenses and other approvals for existing and new facilities. These measures could also result in increased cost of fuel and other consumables used in our operations or in transporting our products. Our inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have a material impact on us.

We may not be able to expand our business through acquisitions and investments, and acquisitions and investments may not perform as expected. We may not successfully integrate acquired businesses and anticipated benefits may not be realized.

Our business strategy includes supplementing organic growth with acquisitions of and investments in complementary businesses. We may not have acquisition or investment opportunities because we may not identify suitable businesses to acquire or invest in, we compete with other potential buyers and investors, we may not have or be able to obtain suitable financing for an acquisition or investment and we may be hindered by competition and regulatory laws. If we cannot make acquisitions or investments, our business growth may be limited.

Acquisitions of new businesses and investments in businesses (including our investment in Fortress North America) may not perform as expected, may lose value, may not positively impact our financial performance and could increase our debt obligations. Acquisitions and investments involve significant risks and uncertainties, including diversion of management attention, greater than expected liabilities and expenses, inadequate return on capital and unidentified issues not discovered in our due diligence.

The success of any acquisition will also depend on our ability to successfully combine and integrate the acquired business. We may fail to integrate acquired businesses in a timely and efficient manner. The integration process could result in the loss of key employees, higher than expected costs, ongoing diversion of management attention from other strategic opportunities or operational matters, the disruption of our ongoing businesses or increased risk that our internal controls are found to be ineffective.

Outbreaks of contagious disease or similar public health threats could materially and adversely affect our business, financial condition and results of operations.

Outbreaks of contagious disease, including COVID-19, or other adverse public health developments in the U.S. or worldwide could have a material adverse effect on our business, financial condition and results of operations. For example, the emergence and spread of COVID-19 variants could adversely impact our business and results of operations. Outbreaks of contagious disease, including COVID-19, or other adverse public health developments could affect our business in a number of ways, including but not limited to:

•Disruptions or restrictions on our employees’ ability to work effectively due to illness.

•Temporary closures or disruptions at our facilities or the facilities of our customers or suppliers could reduce demand for our products or affect our ability to timely meet our customer’s orders and negatively impact our supply chain.

•Our mining and manufacturing facilities rely on raw materials and components provided by our suppliers. Outbreaks of contagious disease could cause delays or disruptions in our supply chain and we could experience a mining or manufacturing slow-down or seek to obtain alternate sources of supply, which may not be available or may be more expensive.

•The failure of third parties on which we rely, including our suppliers, customers, contractors, commercial banks, transportation service providers and external business partners, to meet their respective obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, could have an adverse impact on our business, financial condition or results of operations.

The impact of contagious disease or other adverse public health developments could also exacerbate other risks discussed elsewhere in this section of this report, any of which could have a material adverse effect on us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.


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ITEM 2. PROPERTIES

SUMMARY OVERVIEW OF MINING OPERATIONS

Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. When evaluating materiality for purposes of the disclosure, the Company considered several quantitative metrics including production, sales and capital expenditure data, as well as synergistic and other qualitative information that the Company believes investors would find important to their investing decisions.

As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K. Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project. You are specifically cautioned not to assume that any part or all of the mineral deposits (including any mineral resources) in these categories will ever be converted into mineral reserves, as defined by the SEC. See Item 1A, “Risk Factors.”

You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See Item 1A, “Risk Factors.”

The information that follows relating to the Ogden facility, the Cote Blanche mine and the Goderich mine is derived, for the most part, from, and in some instances is an extract from, the technical report summaries (“TRS’s”) relating to such properties prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the TRS’s, incorporated herein by reference and made a part of this Annual Report on Form 10-K.


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The following map shows the locations of our mining properties, as of September 30, 2022:


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As of September 30, 2022, we had ten mining properties, as summarized in the table below:

Location

Segment

Use

Stage

United States

Cote Blanche Island, Louisiana

Salt

Rock salt mine

Production

Lyons, Kansas

Salt

Evaporated salt facility

Production

Ogden, Utah

Salt, Plant Nutrition

SOP, solar salt and magnesium chloride facility

Production

Canada

Amherst, Nova Scotia

Salt

Evaporated salt facility

Production

Goderich, Ontario

Salt

Rock salt mine

Production

Goderich, Ontario

Salt

Evaporated salt facility

Production

Unity, Saskatchewan

Salt

Evaporated salt facility

Production

Wynyard, Saskatchewan

Plant Nutrition

SOP facility

Exploration

United Kingdom

Winsford, Cheshire

Salt

Rock salt mine

Production

Chile

Atacama Desert

Salt

N/A

Exploration

We are the sole operator of each of our mining properties and we own all of the ownership interests in our mining operations. With respect to most of our mineral properties, we own the land and surface rights and have entered into lease agreements with respect to the mineral rights. Our mineral leases have varying terms. Some will expire after a set term of years, while others continue indefinitely. Many of these leases provide for a royalty payment to the lessor based on a specific amount per ton of minerals extracted or as a percentage of revenue. In addition, we own a number of properties and are party to non-mining leases that permit us to perform activities that are ancillary to our mining operations, such as surface use leases for storage at depots and warehouse leases. We believe that all of our leases were entered into at market terms.

We hold numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our facilities. With respect to each facility at which we produce salt, brine or SOP, permits, licenses and approvals are obtained as needed in the normal course of business based on our mine plans and federal, state, provincial and local regulatory provisions regarding mine permitting and licensing. Based on our historical permitting experience, we expect to be able to continue to obtain necessary mining permits and approvals to support historical rates of production.

The three processing methods we use to produce salt and SOP at our production-stage properties are as follows:

•Underground Rock Salt Mining - We produce most of the salt we sell through underground mining. In North America, we use a combination of continuous mining and drill and blast techniques. At our Winsford, Cheshire, U.K., mine, we utilize continuous mining techniques. Mining machinery moves salt from the salt face to conveyor belts, which transport the salt to the mill center where it is crushed and screened. It is then hoisted to the surface where the processed salt is loaded onto shipping vessels, railcars or trucks. The primary power sources for each of our rock salt mines are electricity and diesel fuel. Rock salt is sold in our highway deicing product lines and for numerous applications in our consumer and industrial product lines.

•Mechanical Evaporation - Mechanical evaporation involves creating salt-saturated brine from brine wells in underground salt deposits and subjecting this salt-saturated brine to vacuum pressure and heat to precipitate and crystallize salt. The primary power sources used for this process are natural gas and electricity. The resulting product has a high purity and uniform physical shape. Mechanically-evaporated salt is primarily sold through our consumer and industrial salt product lines.

•Solar Evaporation - For a description of the solar evaporation process, see “—Ogden Facility” below.


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Our current estimated production capacity is approximately 16.2 million tons of salt and 360,000 tons of SOP per year. The following table shows the estimated annual production capacity and type of salt or other mineral produced at each of our owned or leased processing locations as of September 30, 2022:


Location	Annual Production Capacity(1) (tons)	Product Type
North America
Goderich, Ontario, Mine	8.0 million	Rock Salt
Cote Blanche, Louisiana, Mine	2.9 million	Rock Salt
Ogden, Utah, Plant:
Salt(2)	1.5 million	Solar Salt
Magnesium Chloride(3)	750,000	Magnesium Chloride
SOP(4)	320,000	SOP
Lyons, Kansas, Plant	450,000	Mechanically-Evaporated Salt
Unity, Saskatchewan, Plant	140,000	Mechanically-Evaporated Salt
Goderich, Ontario, Plant	140,000	Mechanically-Evaporated Salt
Amherst, Nova Scotia, Plant	130,000	Mechanically-Evaporated Salt
Wynyard, Saskatchewan, Plant	40,000	SOP
United Kingdom
Winsford, Cheshire, Mine	2.2 million	Rock Salt

(1)Annual production capacity is our estimate of the tons that could be produced based on design capacity, assuming optimization of our operations, including our facilities, equipment and workforce. Incremental equipment, labor or other costs may be required to achieve these production capacity estimates. As we continue our efforts to optimize and refine our production methods, we will update our estimates if necessary.

(2)Solar salts deposited annually substantially exceed the amount converted into finished products. The amount presented here represents an approximate average amount produced based on recent market demand.

(3)The magnesium chloride amount includes both brine and flake.

(4)The annual SOP production capacity at our Ogden facility during normal weather and pond chemistry conditions, which includes amounts produced from both solar-pond based feedstock and supplemental KCl feedstock when economically feasible.

Actual annual salt, magnesium chloride and SOP production volume levels may vary from the annual production capacity shown in the table above due to a number of factors, including variations in the winter weather conditions which impact demand for highway and consumer deicing products, the quality of the reserves and the nature of the geologic formation that we are mining at a particular time, unplanned downtime due to safety concerns, incidents and mechanical failures, and other operating conditions.


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The following table shows production by product at our owned and leased production locations, in tons, except for LCE, which is expressed in metric tons:


	Fiscal Year Ended	Nine Months Ended	Fiscal Year Ended
	September 30, 2022	September 30, 2021	December 31, 2020
Salt(1)
Cote Blanche mine	1,944,722	1,527,203	2,237,590
Goderich mine	6,305,067	4,668,678	6,350,222
Ogden facility(2)	1,165,767	719,923	861,202
Other	1,686,668	1,342,782	1,376,883
Total Salt	11,102,224	8,258,586	10,825,897

SOP
Ogden facility	245,165	197,806	301,309
Other	41,486	31,570	41,051
Total SOP	286,651	229,376	342,360

Magnesium Chloride
Ogden facility(2)	686,213	528,690	653,658
Total Magnesium Chloride	686,213	528,690	653,658

LCE
Ogden facility	—	—	—
Total LCE	—	—	—

(1)Excludes solar salt harvested at our Ogden facility that is not converted into finished product and salt processed at our packaging facilities.

(2)Fiscal year 2022 production tons are less than our reserve reduction due to process timing of extracting tons to producing finished product. See Ogden Facility below for additional information regarding our sodium, sodium chloride, magnesium and magnesium chloride reserve estimates at the Ogden facility.

Our production facilities have access to vast mineral deposits. At all of our production locations, we estimate the recoverable reserves to last at least several more decades at current production rates and capacities, although additional capital resources and developmental spending may be required. Our rights to extract those minerals may be contractually limited by geographic boundaries or time. We believe that we will be able to continue extending these agreements, as we have in the past, at commercially reasonable terms without incurring substantial costs or material modifications to the existing lease terms and conditions, thereby allowing us to fully utilize our existing mineral rights.

Our underground mines in Canada (Goderich, Ontario), the U.S. (Cote Blanche, Louisiana) and the U.K. (Winsford, Cheshire) make up 85% of our salt production capacity as of September 30, 2022. Each of these mines is operated with modern mining equipment and utilizes subsurface improvements, such as vertical shaft lift systems, milling and crushing facilities, maintenance and repair shops and extensive raw materials handling systems.

In 2012, we acquired mining rights to approximately 100 million tons of salt resources in the Chilean Atacama Desert. This resource estimate is based upon an initial assessment. A feasibility study would be completed before we decide whether to proceed with the development of this project to ensure the salt resources can be converted into reserves. The development of this project will require significant infrastructure to establish extraction and logistics capabilities. As of September 30, 2022 our investment in these rights totaled $8.5 million.

Summary of Mineral Resources and Reserves

Summaries of our mineral resources and reserves at the end of fiscal 2022 are set forth in Tables 1 and 2.


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Table 1. Summary Mineral Resources at September 30, 2022


	Measured Mineral Resources (tons, except LCE)(1)	Indicated Mineral Resources (tons, except LCE)(1)	Measured + Indicated Mineral Resources (tons, except LCE)(1)	Inferred Mineral Resources (tons, except LCE)(1)
Salt(2)(3)
United States
Cote Blanche mine	38,246,212	629,032,729	667,278,941	163,767,364
Ogden facility(4)	—	2,141,525,310	2,141,525,310	—
Lyons	138,845,131	193,979,000	332,824,131	—
Total United States	177,091,343	2,964,537,039	3,141,628,382	163,767,364
Canada
Goderich mine	—	1,469,000,089	1,469,000,089	148,200,000
Goderich plant	68,142,668	41,700,000	109,842,668	—
Amherst	—	409,127,043	409,127,043	—
Unity	—	252,080,803	252,080,803	—
Total Canada	68,142,668	2,171,907,935	2,240,050,603	148,200,000
United Kingdom
Winsford	45,931,968	7,730,000	53,661,968	—
Total United Kingdom	45,931,968	7,730,000	53,661,968	—
Chile
Atacama Desert property	—	102,531,129	102,531,129	—
Total Chile	—	102,531,129	102,531,129	—
Total Salt	291,165,979	5,246,706,103	5,537,872,082	311,967,364

SOP(5)(6)
United States
Ogden facility(7)	—	89,965,949	89,965,949	—
Total United States	—	89,965,949	89,965,949	—
Canada
Wynyard(8)	—	—	—	—
Total Canada	—	—	—	—
Total SOP	—	89,965,949	89,965,949	—

Magnesium Chloride(9)(10)
United States
Ogden facility(11)	—	360,191,436	360,191,436	—
Total United States	—	360,191,436	360,191,436	—
Total Magnesium Chloride	—	360,191,436	360,191,436	—

LCE (tonnes)(12)(13)(14)
United States
Ogden facility(11)	—	2,401,218	2,401,218	45,221
Total United States	—	2,401,218	2,401,218	45,221
Total LCE	—	2,401,218	2,401,218	45,221

(1)Mineral resources are reported in situ. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors.


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(2)Based on an average sodium chloride grade of 97,350 milligrams per liter (“mg/L”) in the north arm of the Great Salt Lake and 46,300 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. Grades of in-situ sodium chloride range from 75% at our Lyons facility to 98% at the Goderich mine. Although the actual sodium chloride grade at our underground mines is less than 100%, it is not considered in the resource, as the final saleable product is the in situ product, as-present (i.e., the saleable product includes any impurities present in the in situ rock).

(3)There are multiple saleable products based on salt quality from the underground mining operations (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data based on a five-year average (2017 through 2021) of historical sales data for rock salt for road deicing of $60.58 per ton to $61.41 per ton. Sales prices are projected to increase to approximately $295.60 per ton to $706.49 per ton for rock salt for road deicing through the current expected end of mine life.

(4)The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, Morton Salt and Cargill, also extract dissolved mineral from the lake (all in the south arm).

(5)With respect to the Ogden facility, based on an average potassium grade of 7,320 mg/L in the north arm of the Great Salt Lake and 3,060 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.

(6)With respect to the Ogden facility, based on pricing data based on a five-year average (2017 through 2021) of historical sales data for SOP of $573 per ton. Sales prices are projected to increase to approximately $8,529 per ton through the current expected end of mine life.

(7)The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium and Cargill, also extract dissolved mineral from the lake (all in the south arm).

(8)No resources or reserves have been estimated for the Wynyard facility since the production process relies on the import of KCl as a source of potassium from external sources, with supplemental potassium from a relatively dilute concentration of potassium (approximately 0.05%) from Big Quill Lake.

(9)Based on an average magnesium chloride grade of 11,150 mg/L in the north arm of the Great Salt Lake and 4,790 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.

(10)Based on pricing data based on a five-year average (2017 through 2021) of historical sales data for magnesium chloride of $46.98 per ton. Sales prices are projected to increase to approximately $736.78 per ton through the current expected end of mine life.

(11)The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, also extract dissolved mineral from the lake (in the south arm).

(12)Expressed in metric tons (tonnes).

(13)Based on an average lithium grade of 51 mg/L in the north arm of the Great Salt Lake and 25 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. Average grade of lithium in the solar evaporation ponds at the Ogden facility ranges from 205 mg/L to 318 mg/L.

(14)The qualified persons (the “QPs”) determined a cut-off grade for lithium concentration in the ambient brine of the Great Salt Lake of 9 mg/L, using the average price for LCE over the past five years (2018 through 2022) as reported by Benchmark Mineral Intelligence of $13,086/tonne LCE and $15,765/tonne for lithium hydroxide monohydrate (LHM). However, the QPs believe it is likely that the SOP operation will continue depleting lithium from the ambient waters of the Great Salt Lake after concentrations of lithium are below an estimated cut-off grade and that the Company will continue concentrating lithium in its evaporation pond process until lithium concentrations in the Great Salt Lake reach null. See Section 11 of the Ogden Lithium TRS (as defined below) for a discussion of the material assumptions underlying the cut-off grade analysis.


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Table 2. Summary Mineral Reserves at September 30, 2022


	Proven Mineral Reserves (tons)(1)	Probable Mineral Reserves (tons)(1)	Total Mineral Reserves (tons)(1)
Salt(2)(3)
United States
Cote Blanche mine	19,508,037	236,547,378	256,055,415
Ogden facility	—	159,602,779	159,602,779
Lyons	—	18,597,465	18,597,465
Total United States	19,508,037	414,747,622	434,255,659
Canada
Goderich mine	—	463,724,933	463,724,933
Goderich plant	470,737	5,700,000	6,170,737
Amherst	—	5,289,467	5,289,467
Unity	493,408	24,179,074	24,672,482
Total Canada	964,145	498,893,474	499,857,619
United Kingdom
Winsford	21,896,223	3,710,000	25,606,223
Total United Kingdom	21,896,223	3,710,000	25,606,223
Chile
Atacama Desert property	—	—	—
Total Chile	—	—	—
Total Salt	42,368,405	917,351,096	959,719,501

SOP(4)(5)
United States
Ogden facility	—	45,522,980	45,522,980
Total United States	—	45,522,980	45,522,980
Canada
Wynyard(6)	—	—	—
Total Canada	—	—	—
Total SOP	—	45,522,980	45,522,980

Magnesium Chloride(7)(8)
United States
Ogden facility	—	94,752,292	94,752,292
Total United States	—	94,752,292	94,752,292
Total Magnesium Chloride	—	94,752,292	94,752,292

(1)Ore reserves are as recovered, saleable product.

(2)Based on an average sodium chloride grade of 97,350 mg/L in the north arm of the Great Salt Lake and 46,300 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. Grades of in-situ sodium chloride range from 75% at our Lyons facility to 98% at the Goderich mine. Although the actual sodium chloride grade at our underground mines is less than 100%, it is not considered in the reserve, as the final saleable product is the in situ product, as-present (i.e., the saleable product includes any impurities present in the in situ rock).

(4)With respect to the Ogden facility, based on an average potassium grade of 7,320 mg/L in the north arm of the Great Salt Lake and 3,060 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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(5)With respect to the Ogden facility, based on pricing data based on a five-year average (2017 through 2021) of historical sales data for SOP of $573 per ton. Sales prices are projected to increase to approximately $8,529 per ton through the current expected end of mine life.

(6)No resources or reserves have been estimated for the Wynyard facility since the production process relies on the import of KCl as a source of potassium from external sources, with supplemental potassium from a relatively dilute concentration of potassium (approximately 0.05%) from Big Quill Lake.

(7)Based on an average magnesium chloride grade of 11,150 mg/L in the north arm of the Great Salt Lake and 4,790 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.

(8)Based on pricing data based on a five-year average (2017 through 2021) of historical sales data for magnesium chloride of $46.98 per ton. Sales prices are projected to increase to approximately $736.78 per ton through the current expected end of mine life.

Our mineral resource and reserve estimates were prepared by a QP and have a basis in periodic, historical reserve studies completed by third-party geological engineering firms. Our mineral resource and reserve estimates and the third-party reserve studies are based on many factors, including the area and volume covered by our mining rights, assumptions regarding our extraction rates based upon an expectation of operating the mines on a long-term basis and the quality of in-place reserves. Established criteria for inferred, indicated and measured resources and proven and probable reserves are primarily applicable to mining deposits of discontinuous metal, where both the presence of ore and its variable grade need to be precisely identified. However, the massive continuous nature of evaporative deposits, such as salt deposits, requires proportionately less data for the same degree of confidence in mineral resources and reserves, both in terms of quantity and quality.

OGDEN FACILITY

The Ogden facility is a production stage property that separates and processes potassium, sodium and magnesium salts from brine sourced from the Great Salt Lake in Utah. The primary product currently produced at the Ogden facility is SOP (which is a potassium-rich salt used as plant fertilizer), with coproduct production of sodium chloride (which is used for highway deicing and chemical applications) and magnesium chloride (which is used in deicing, dust control and unpaved road surface stabilization applications). The Company has also identified a lithium resource at the Ogden facility and is currently developing its existing operations to add lithium as a coproduct to SOP production. The Ogden facility relies upon solar evaporation to concentrate brine extracted from the north arm of the Great Salt Lake and precipitate the salts into a series of large evaporation ponds located on the east and west sides of the lake, referred to as the east ponds and the west ponds, respectively, prior to harvesting and processing at its related plant (the “Ogden plant”). Maps of the Ogden facility are shown in Figures 1 and 2.


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Figure 1. Ogden Facility Property Location Map


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Figure 2. Locations of East and West Ponds Relative to the Ogden Plant and the Great Salt Lake

The Great Salt Lake is the largest saltwater lake in the western hemisphere, and the fourth largest terminal lake in the world, covering approximately 1,700 square miles. It is also one of the most saline lakes in the world, with a chemical composition very similar to the world’s oceans. Salinity throughout the Great Salt Lake is governed by lake level, freshwater inflows, precipitation and re-solution of salt, mineral extraction, and circulation and constriction between bays of the lake.

The infrastructure associated with the Ogden facility, including the Ogden plant, is located on the shores of the Great Salt Lake in Box Elder and Weber Counties in the State of Utah. The Ogden plant is located at the approximate coordinates of 41˚16’51” North and 112˚13’53” West on the east side of the lake approximately 15 miles (by road) to the west of Ogden, Utah, and 50 miles (by road) to the northwest of Salt Lake City, Utah. The east ponds are located adjacent (to the north and west) to the Ogden plant in Bear River Bay. The west ponds are located on the opposite side of the Great Salt Lake (due west) in Clyman and Gunnison Bays. Access to the Ogden facility is via Ogden, Utah, and its vicinity on paved two-lane roads. From Salt Lake City, Utah, located 40 miles to the south, Ogden is accessible via Interstate Highway 15. Commercial air travel is accessible from Salt Lake City. The area population provides a more than adequate base for staffing the Ogden facility, with a pool of talent for both trades and technical management. The Ogden facility is connected to the local municipal water distribution system, Weber Basin Water Conservation District. The Ogden facility is also connected to the local electrical and natural gas distribution systems provided by Rocky Mountain Power and Dominion Energy, respectively, and houses an existing substation that services the operations at the east ponds. Rail access is provided by Union Pacific Railroad on an existing siding at the Ogden plant.

The Ogden facility is located on approximately 184,947 acres of land, of which approximately 7,434.16 acres are owned by the Company. The Great Salt Lake and minerals associated with it are owned by the State of Utah. The Company is able to extract and produce salts from the lake by rights derived from a combination of: (i) lakebed lease agreements (the “Lakebed Leases”) with the Utah Department of Natural Resources, Division of Forestry, Fire and State Lands (the “Utah FFSL”); (ii) one lease for upland evaporation ponds (the “Upland Pond Lease”) with the State of Utah School and Institutional Trust Lands Administration (the “Utah SITLA”); (iii) seven non-solar leases and easements; (iv) water rights for consumption of brines and


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freshwater (the “Water Rights”) through the Utah Department of Natural Resources, Division of Water Rights; (v) a large mine operation mineral extraction permit (GSL Mine M/057/0002) (the “Mineral Extraction Permit”) through the Utah Department of Natural Resources, Division of Oil, Gas and Mining (the “Utah DOGM”); and (vi) a royalty agreement, dated September 1, 1962 (as amended from time to time, the “Royalty Agreement”), with the Utah State Land Board.

Leasable areas for mineral extraction on the Great Salt Lake lakebed are identified in the Great Salt Lake Comprehensive Management Plan (the “GSL Plan”), which is managed by the Utah FFSL. The GSL Plan is updated approximately every ten years, or when there are major changes to the Great Salt Lake environment and setting. A party interested in leasing lakebed for mineral extraction may nominate an area within the area designated by the GSL Plan as leasable, at which time, the Utah FFSL will issue public notice of lease nomination, conduct an environmental assessment on the nominated lease area, and ultimately consider approval of the lease nomination. This process was followed historically in the acquisition of existing Lakebed Leases held by the Company for the Ogden facility.

The Lakebed Leases and Upland Pond Lease provides the Company the right to develop mineral extraction and processing facilities on the shore of the Great Salt Lake. The Lakebed Leases and Upland Pond Lease were issued between 1965 and 2022 and cover a total lease area of approximately 177,513 acres among 12 active leases, though not all are currently utilized.

Each of the Lakebed Leases remains in effect until the termination of the Royalty Agreement. Most of the Lakebed Leases provide the State of Utah with the opportunity to periodically adjust the lease’s terms, except for the royalties to be paid. These readjustment opportunities occur at intervals ranging from five to 20 years. In the past, these periodic readjustments have not materially hindered the business.

Pursuant to each of the Lakebed Leases (except for Mineral Lease 20000107), the Company is obligated to pay rent at rates ranging from $0.50 to $2.00 per acre per year, and some leases have a minimum rent of $10,000 per year. The rent paid pursuant to each lease is credited against the Company’s royalty obligations pursuant to the Royalty Agreement (as described further below). The rent for Mineral Lease 20000107 is $69,024 annually and is not credited against royalties due. The Lakebed Leases do not impose any material conditions on the Company’s retention of the property except for the continued production of commercial quantities of minerals and payment of rent and royalties.

The Upland Pond Lease consists of a single Special Use Lease Agreement (“SULA”) 1971, consisting of 37,181 acres, which was acquired on July 14, 2022. The rent for SULA 1971 is $427,584 per year. SULA 1971 is a 50-year lease expiring on June 30, 2072. SULA 1971 consists of former SULA 1186, which was acquired in May 1999, and SULA 1267, which was acquired from Solar Resources International in 2013, as well as an additional 13,833 acres. The Upland Pond Lease allows for the construction and operation of evaporation ponds on the subject properties. The Upland Pond Lease does not impose any material conditions on the Company’s retention of the property except for payment of rent.

The Company also holds seven non-solar leases and easements granted by Utah FFSL or Utah SITLA covering approximately 1,258 acres. Two of these are material to the operation of the Ogden facility, Behrens Trench Easement 400-00313 and PS-113 Easement SOV002-0400. The Company paid a one-time fee of $42,514 for Behrens Trench Easement 400-00313, which expires in June 2051. The Company paid a one-time fee of $27,273 for PS-113 Easement SOV002-0400, which does not expire. The Company also has a lease indenture for a brine canal with the Union Pacific Railroad, dated April 13, 1967, on Promontory Point. The indenture automatically renews with payment, which is $595.72 annually.

The Water Rights are procured by application to the Utah Department of Natural Resources, Division of Water Rights, which reviews the application and evaluates the proposed nature of use, place of use, and point of diversion in light of availability of water pursuant to hydrology and/or prior claims relative to the available water, and whether the proposed use would impair existing water right holders. The application is posted for public review and comment, and the State Engineer evaluates the merits of the application and either approves or denies the application, sometimes with modifications or conditions on future use. The Water Rights control the actual extraction of minerals from the Great Salt Lake and dictate the amount of brine that can be pumped from the lake on an annual basis. The Company has 156,000 acre-feet extraction rights from the north arm of the Great Salt Lake under five Water Rights, on which it relies for its current production. The Company holds additional 205,000 acre-feet water extraction rights that can be utilized on either the north or south arms of the Great Salt Lake under two Water Rights that are currently unutilized. As a limit on the volume of brine that can be pumped from the lake in a year, the Water Rights effectively cap the aggregate production of salt that is possible in any year. The Company has certificated all of its Water Rights, meaning that demonstration of actual use in order to retain the right in perpetuity has been approved and authorized.

The Mineral Extraction Permit (GSL Mine M/057/0002) was granted by the Utah DOGM. The Mineral Extraction Permit enables extraction of brine from the Great Salt Lake and ultimate mineral extraction from the brine. The Mineral Extraction Permit also enables all lake extraction, pond operations, and plant and processing operations conducted by the Company at the Ogden facility. The Mineral Extraction Permit is supported by a reclamation plan that documents all aspects of current operations and mandates certain closure and reclamation requirements in accordance with Utah Rule R647-4-104. Financial assurance for the ultimate reclamation of facilities is documented in the reclamation plan, and security for costs that will be incurred to execute site closure is provided by a third-party insurer to the State of Utah in the form of a surety bond. The total future reclamation obligation is estimated to be $4.36 million. The Company expects that its lithium extraction plans are


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allowed under the terms of the Mineral Extraction Permit. Any greenfield expansion of ponds or appurtenances beyond the existing facility footprint would require a modification to the Mineral Extraction Permit regardless of the mineral(s) developed.

Pursuant to the Royalty Agreement, the Company has rights to all salts from the Great Salt Lake, and in exchange, the Company pays a royalty to the State of Utah based on net revenues (gross revenue net of sales taxes and shipping and handling costs) per pound of salts produced. The Royalty Agreement contains a most favored nations clause that effectively provides that the Company always pays the lowest royalty rate for any particular salts as any other person pays to the State of Utah for extraction of such salts. Under the Royalty Agreement, the current royalty rates for SOP is 4.8% of gross revenues, the current royalty rate for magnesium chloride is 5% of gross revenues, and the current royalty rate for sodium chloride is $0.50/ton times the Producer Price Index. To extract lithium and lithium carbonate products (as described in further detail below), the Royalty Agreement must be modified. Currently, there is no statutory royalty rate specifically for lithium products in Utah, but the statutory rate for other mined minerals in Utah is 5% of net revenues. To produce lithium products of lithium carbonate or lithium hydroxide, the Company would reasonably expect to deduct the cost of purchased carbonate or hydroxide inputs from net revenue. The Royalty Agreement does not expire so long as paying quantities of minerals are produced and the Company pays a minimum royalty of not less than $10,000 per year.

The Ogden facility is the largest SOP production site in the western hemisphere, and one of only four large-scale solar brine evaporation operations for SOP in the world. We believe the Ogden facility has the capability to produce 320,000 tons of SOP, including amounts produced with both solar-pond based feedstock and supplemental KCl feedstock when economically feasible, approximately 750,000 tons of magnesium chloride and 1.5 million tons of sodium chloride annually during normal weather and pond chemistry conditions. These recoverable minerals exist in vast quantities in the Great Salt Lake.

Solar evaporation is used in areas of the world where high-salinity brine is available and weather conditions provide for a high natural evaporation rate. Mineral-rich lake water, or brine, from the Great Salt Lake is drawn into the solar evaporation ponds. The brine moves through a series of solar evaporation ponds over a two- to three-year production cycle. As the water evaporates and the mineral concentration increases, some of those minerals naturally precipitate out of the brine and are deposited on the pond floors. These deposits provide the minerals necessary for processing into SOP, solar salt and magnesium chloride. The evaporation process is dependent upon sufficient lake brine levels and hot, arid summer weather conditions. The potassium-bearing salts are mechanically harvested out of the solar evaporation ponds and refined to high-purity SOP through flotation, crystallization and compaction at the Ogden plant. After sodium chloride and potassium-rich salts precipitate from brine, a concentrated magnesium chloride brine solution remains, which becomes the raw material used to produce several magnesium chloride products. Recent analysis and evaluations conducted by the Company have also demonstrated that this magnesium chloride solution contains material quantities of lithium, which, when combined with the naturally occurring lithium content of the Great Salt Lake, forms the basis for the estimates of the lithium mineral resources at the Ogden facility summarized below.

Operations have been ongoing at the Ogden facility since the late 1960s, with commercial production starting in 1970. Lithium Corporation of America (“Lithcoa”), separately, and then in a partnership with a wholly owned subsidiary of Salzdetfurth, A.G., carried out initial exploration and development activities between 1963 and 1966. In 1967, Gulf Resources and Minerals Co., or Gulf Resources, acquired Lithcoa, and in 1973, acquired Salzdetfurth, A.G.’s (then known as Kaliund Salz A.G.) partnership interest. Gulf Resources made significant capital expenditures in the early 1980s to protect the evaporation pond system at the Ogden facility from the rising levels of the Great Salt Lake. On May 5, 1984, a northern dike of the system breached, resulting in severe flooding and damage to about 85% of the pond complex. The breach resulted in physical damage to dikes, pond floors, bridges, pump stations, and other structures. In addition, brine inventories were diluted, making them unusable for producing SOP. During the next five years, Gulf Resources pumped the water from its solar ponds, reconstructed peripheral and interior dikes and roads, replaced pump stations, and laid down new salt floors in order to restart its operation at the Ogden facility. In 1993, D.G. Harris & Associates acquired the Ogden facility, and in 1994, constructed the west ponds, which are connected to the east ponds by a 21-mile, open, underwater canal called the Behrens Trench, which was dredged in the lakebed from the west ponds’ outlet to a pump station near the east ponds. Ownership of the Ogden facility was transferred in 1997 to IMC Global (“IMC”), following its acquisition of Harris Chemical Group (part of D.G. Harris & Associates). IMC sold a majority of its salt operations, including the Ogden facility, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.

The Company has operated the Ogden facility since its initial public offering in 2003. In that time, the Company has invested funds and acquired necessary permits to increase the efficiency and expand the capacity of the Ogden facility through upgrades to the Ogden plant and solar evaporation ponds. The Company believes that the Ogden facility and its operating equipment are maintained in good working condition. The net book value of property, plant and equipment associated with the Ogden facility as of September 30, 2022 was $235,700,000, exclusive of mineral rights and the value of assets leased under operating leases.

Beginning in 2018, the Company undertook a program to better understand lithium concentrations within the processes of the ongoing operations at the Ogden facility, and specifically, within the brine remnants hosted within the halite beds of the largest evaporation ponds. Activities undertaken to date have included pot-hole trenching, sonic core drilling, aquifer testing


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within the salt mass, brine sampling and analysis, and geotechnical analysis of the halite to better understand its hydraulic properties. The Company has also conducted bench-top and pilot scale mineral processing and metallurgical testing to evaluate the efficacy of lithium extraction from Great Salt Lake brine as a coproduct to the existing production of other salts. The Company’s current proposed program of exploration and development relates to evaluating process technologies most applicable to the extraction of lithium from brine.

The Ogden facility has procured and is operating in compliance with all required operating licenses, including permits pertaining to mineral extraction, effluent discharge and air permitting. The Ogden facility operates under a Title V air permit (# 5700001003), which is administered by the Utah Department of Environmental Quality. The permit covers emissions from the pond and plant operations and expires in December 2026. Additional air permitting will be required for processing plants associated with the planned extraction of lithium, the specific requirements of which are unknown and will depend upon the design of the processing plant. Surface water discharges from the Ogden facility are regulated under Utah Pollutant Discharge Elimination System permit UT0000647. The permit requires discharge monitoring for effluent flows from the nine outfalls that discharge into the saline waters of the Great Salt Lake and regulates inputs in pond and plant processes that may be discharged in project effluent.

Summaries of the Ogden facility’s potassium and SOP mineral resources and mineral reserves as of September 30, 2022 and 2021 are shown in Tables 3 and 4, respectively. Summaries of the Ogden facility’s magnesium and magnesium chloride mineral resources and mineral reserves as of September 30, 2022 and 2021 are shown in Tables 5 and 6, respectively. Summaries of the Ogden facility’s sodium and sodium chloride mineral resources and mineral reserves as of September 30, 2022 and 2021 are shown in Tables 7 and 8, respectively. Joseph Havasi, who is employed full-time as the Vice President, Natural Resources, of the Company, served as the QP and prepared the estimates of potassium and SOP, magnesium and magnesium chloride, and sodium and sodium chloride mineral resources and mineral reserves at the Ogden facility. A copy of the QP’s amended TRS with respect to the potassium and SOP, magnesium and magnesium chloride and sodium and sodium chloride mineral resource and reserve estimates at the Ogden facility, dated November 29, 2021 and amended December 14, 2022, with an effective date of September 30, 2021 (the “Ogden Potassium/Magnesium/Sodium TRS”), is filed as Exhibit 96.2 hereto.


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Table 3. Ogden Facility – Summary of Potassium and SOP Mineral Resources at September 30, 2022 and 2021


	September 30, 2022				September 30, 2021
Resource Area	Average Potassium Grade (mg/L)(7)	Potassium Resources (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Resources (tons)(1)(2)(3)(4)(5)	Average Potassium Grade (mg/L)(7)	Potassium Resources (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Resources (tons)(1)(2)(3)(4)(5)
Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	7,320	14,361,555	4,000	31,965,949	7,320	14,480,978	4,000	32,231,855
Great Salt Lake South Arm	3,060	26,057,971	1,660	58,000,000	3,060	26,057,971	1,660	58,000,000
Total Indicated Resources		40,419,526		89,965,949		40,538,949		90,231,855
Measured + Indicated Resources
Great Salt Lake North Arm	7,320	14,361,555	4,000	31,965,949	7,320	14,480,978	4,000	32,231,855
Great Salt Lake South Arm	3,060	26,057,971	1,660	58,000,000	3,060	26,057,971	1,660	58,000,000
Total Measured + Indicated Resources		40,419,526		89,965,949		40,538,949		90,231,855
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

(1)Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves upon application of modifying factors.

(2)Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3)Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.

(4)Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5)Based on pricing data described in Section 18.1 of the Ogden Potassium/Magnesium/Sodium TRS. The pricing data is based on a five-year average (2017 through 2021) of historical sales data for SOP of $573 per ton. Sales prices are projected to increase to approximately $8,529 per ton for SOP through year 2161 (the current expected end of mine life).

(6)Based on the economic analysis described in Section 19 of the Ogden Potassium/Magnesium/Sodium TRS, the QP estimated a cut-off grade of approximately 4,000 milligrams of potassium per liter of brine extracted from the north arm of the Great Salt Lake, and a cut-off grade of 1,660 milligrams of potassium per liter of brine in the south arm of the Great Salt Lake, which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.

(7)Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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Table 4. Ogden Facility – Summary of Potassium and SOP Mineral Reserves at September 30, 2022 and 2021


	September 30, 2022				September 30, 2021
Reserve Area	Average Potassium Grade (mg/L)(7)	Potassium Reserves (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Reserves (tons)(1)(2)(3)(4)(5)	Average Potassium Grade (mg/L)(7)	Potassium Reserves (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Reserves (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Reserves	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	7,320	20,452,413	4,000	45,522,980	7,320	20,562,500	4,000	45,768,145
Great Salt Lake South Arm	—	—	—	—	—	—	—	—
Total Probable Reserves	7,320	20,452,413	4,000	45,522,980	7,320	20,562,500	4,000	45,768,145
Total Reserves
Great Salt Lake North Arm	7,320	20,452,413	4,000	45,522,980	7,320	20,562,500	4,000	45,768,145
Great Salt Lake South Arm	—	—	—	—	—	—	—	—
Total Reserves	7,320	20,452,413	4,000	45,522,980	7,320	20,562,500	4,000	45,768,145

(1)Mineral reserves are as recovered, saleable product.

(2)Production rates for SOP are 325,000 tons per year. This relates to a depletion of 145,833 tons of potassium per year. Based on the QP’s reserve model, the life of mine is estimated to be 139 years.

(3)Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.

(4)Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(6)Based on the economic analysis described in Section 19 of the Ogden Potassium/Magnesium/Sodium TRS, the QP estimated a cut-off grade of approximately 4,000 milligrams of potassium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 1,660 milligrams of potassium per liter of brine in the south arm of the Great Salt Lake, which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.

(7)Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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Table 5. Ogden Facility – Summary of Magnesium and Magnesium Chloride Mineral Resources at September 30, 2022 and 2021


	September 30, 2022				September 30, 2021
Resource Area	Average Magnesium Grade (mg/L)(7)	Magnesium Resources (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Magnesium Chloride Resources (tons)(1)(2)(3)(4)(5)	Average Magnesium Grade (mg/L)(7)	Magnesium Resources (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Magnesium Chloride Resources (tons)(1)(2)(3)(4)(5)
Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	11,120	51,927,277	8,638	203,191,436	11,120	52,000,000	8,638	204,000,000
Great Salt Lake South Arm	4,785	40,000,000	3,039	157,000,000	4,785	40,000,000	3,039	157,000,000
Total Indicated Resources		91,927,277		360,191,436		92,000,000		361,000,000
Measured + Indicated Resources
Great Salt Lake North Arm	11,120	51,927,277	8,638	203,191,436	11,120	52,000,000	8,638	204,000,000
Great Salt Lake South Arm	4,785	40,000,000	3,039	157,000,000	4,785	40,000,000	3,039	157,000,000
Total Measured + Indicated Resources		91,927,277		360,191,436		92,000,000		361,000,000
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

(1) Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve upon application of modifying factors.

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of magnesium to magnesium chloride uses a factor of 3.913 tons of magnesium chloride per ton of magnesium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of the Ogden Potassium/Magnesium/Sodium TRS. The pricing data is based on a five-year average of historical gross sales data for MgCl of $52.08 per ton. Gross sales prices are projected to increase to approximately and $816.73 per ton for MgCl through year 2161 (the current expected end of mine life).

(6) Based on the economic analysis described in Section 19 of this TRS, the QP estimated a cut-off grade of approximately 8,638 milligrams of magnesium per liter of brine extracted from the north arm of the Great Salt Lake, and a cut-off grade of 3,039 milligrams of magnesium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of magnesium and magnesium chloride.

(7) Reported magnesium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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Table 6. Ogden Facility – Summary of Magnesium and Magnesium Chloride Mineral Reserves at September 30, 2022 and 2021


	September 30, 2022				September 30, 2021
Reserve Area	Average Magnesium Grade (mg/L)(7)	Magnesium Reserves (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Magnesium Chloride Reserves (tons)(1)(2)(3)(4)(5)	Average Magnesium Grade (mg/L)(7)	Magnesium Reserves (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Magnesium Chloride Reserves (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Reserves	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	11,120	24,214,744	8,638	94,752,292	11,120	24,373,669	8,638	95,480,000
Great Salt Lake South Arm	4,785	—	3,039	—	4,785	—	3,039	—
Total Probable Reserves		24,214,744		94,752,292		24,373,669		95,480,000
Total Reserves
Great Salt Lake North Arm	11,120	24,214,744	8,638	94,752,292	11,120	24,373,669	8,638	95,480,000
Great Salt Lake South Arm	4,785	—	3,039	—	4,785	—	3,039	—
Total Reserves	—	24,214,744	—	94,752,292		24,373,669		95,480,000

(1) Mineral reserves are as recovered, saleable product.

(2) Production rates for magnesium chloride are 620,000 tons per year. This relates to a depletion of 158,271 tons of magnesium per year. Based on the QP’s reserve model, the life of mine is estimated to be 139 years, based on potash operational longevity.

(3) Conversion of magnesium to magnesium chloride uses a factor of 3.913 tons of magnesium chloride per ton of magnesium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for MgCl of $52.08 per ton. Gross sales prices are projected to increase to approximately $816.73 per ton for magnesium chloride through year 2161 (the current expected end of mine life).

(6) Based on the economic analysis described in Section 19 of the Ogden Potassium/Magnesium/Sodium TRS, the QP estimated a cut-off grade of approximately 8,638 milligrams of magnesium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 3,039 milligrams of magnesium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of magnesium and magnesium chloride.

(7) Reported magnesium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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Table 7. Ogden Facility – Summary of Sodium and Sodium Chloride Mineral Resources at September 30, 2022 and 2021


	September 30, 2022				September 30, 2021
Resource Area	Average Sodium Grade (mg/L)(7)	Sodium Resources (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Sodium Chloride Resources (tons)(1)(2)(3)(4)(5)	Average Sodium Grade (mg/L)(7)	Sodium Resources (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Sodium Chloride Resources (tons)(1)(2)(3)(4)(5)
Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	97,530	436,477,305	75,757	1,109,525,310	97,530	437,000,000	75,757	1,111,000,000
Great Salt Lake South Arm	46,298	406,000,000	40,365	1,032,000,000	46,298	406,000,000	40,365	1,032,000,000
Total Indicated Resources		842,477,305		2,141,525,310		843,000,000		2,143,000,000
Measured + Indicated Resources
Great Salt Lake North Arm	97,530	436,477,305	75,757	1,109,525,310	97,530	437,000,000	75,757	1,111,000,000
Great Salt Lake South Arm	46,298	406,000,000	40,365	1,032,000,000	46,298	406,000,000	40,365	1,032,000,000
Total Measured + Indicated Resources		842,477,305		2,141,525,310		843,000,000		2,143,000,000
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

(1) Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted to a mineral reserve upon application of modifying factors.

(2) Mineral resources are reported in-situ for both the north arm and south arm of the Great Salt Lake.

(3) Conversion of sodium to sodium chloride uses a factor of 2.542 tons of sodium chloride per ton of sodium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of the Ogden Potassium/Magnesium/Sodium TRS. The pricing data is based on a five-year average (2017 through 2021) of historical gross sales data for sodium chloride of $62.41 per ton. Gross sales prices are projected to increase to approximately $215.66 per ton for sodium chloride through year 2161 (the current expected end of mine life).

(6) Based on the economic analysis described in Section 19 of the Ogden Potassium/Magnesium/Sodium TRS, the QP estimated a cut-off grade of approximately 75,757 milligrams of sodium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 40,365 milligrams of sodium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of sodium and sodium chloride.

(7) Reported sodium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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Table 8. Ogden Facility – Summary of Sodium and Sodium Chloride Mineral Reserves at September 30, 2022 and 2021


	September 30, 2022				September 30, 2021
Reserve Area	Average Sodium Grade (mg/L)(7)	Sodium Reserves (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Sodium Chloride Reserves (tons)(1)(2)(3)(4)(5)	Average Sodium Grade (mg/L)(7)	Sodium Reserves (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	Sodium Chloride Reserves (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Reserves	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	97,530	62,786,302	75,757	159,602,779	97,530	63,305,000	75,757	160,930,000
Great Salt Lake South Arm	46,298	—	40,365	—	46,298	—	40,365	—
Total Probable Reserves		62,786,302		159,602,779		63,305,000		160,930,000
Total Reserves
Great Salt Lake North Arm	97,530	62,786,302	75,757	159,602,779	97,530	63,305,000	75,757	160,930,000
Great Salt Lake South Arm	46,298	—	40,365	—	46,298	—	40,365	—
Total Reserves	—	62,786,302	—	159,602,779		63,305,000		160,930,000

(1) Mineral reserves are as recovered, saleable product.

(2) Production rates for the sodium chloride are 1,045,000 tons per year. This relates to a depletion of 411,074 tons of sodium per year. Based on the QP’s reserve model, the life of mine is estimated to be 139 years, based on potash operational longevity.

(3) Conversion of sodium to sodium chloride uses a factor of 2.542 tons of NaCl per ton of sodium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of the Ogden Potassium/Magnesium/Sodium TRS. The pricing data is based on a five-year average of historical gross sales data for sodium chloride of $62.41 per ton. Gross sales prices are projected to increase to approximately $215.66 per ton for NaCl through year 2161 (the current expected end of mine life).

(7) Reported sodium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.

From September 30, 2021 to September 30, 2022, for both potassium and SOP, combined measured and indicated resources decreased by approximately 0.29% and total reserves decreased by approximately 0.54%. The decreases in the combined measured and indicated resources were attributable to depletion of potassium from the Great Salt Lake in connection with extraction operations of the Company and another salt producer, while the decrease in reserves was attributable to the Company’s production of SOP during that period.

Key assumptions and parameters relating to the potassium and SOP, magnesium and magnesium chloride, and sodium and sodium chloride mineral resources and mineral reserves at the Ogden facility are discussed in Sections 11 and 12, respectively, of the Ogden Potassium/Magnesium/Sodium TRS. Among them are assumptions with respect to water levels of, and the rate of ionic recharge from water inflows into, the Great Salt Lake, which affect the total amount of potassium, magnesium and sodium in the Great Salt Lake.

The potassium and SOP, magnesium and magnesium chloride, and sodium and sodium chloride mineral resource estimates for the Great Salt Lake were calculated for the north and south arms individually, given the difference in brine composition within these two areas. These estimates are based upon technical information and engineering data developed and maintained by local personnel at the Ogden facility, the Company’s corporate supporting resources and from work undertaken by third-


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party contractors and consultants on behalf of the Ogden facility. In addition, public data sourced from the Utah Geological Survey, United States Geological Survey, internal Company technical reports, previous technical studies, maps, Company letters and memoranda, and public information. The primary criteria considered for classification of the mineral resource and reserve estimates for the north and south arms of the Great Salt Lake consist of confidence in chemical results, accuracy of bathymetric data and representativeness of a relatively small number of spot samples for the entire Great Salt Lake volume.

A summary of the Ogden facility’s lithium and LCE mineral resources as of September 30, 2022 and 2021 is shown in Table 9. Joseph Havasi, who is employed full-time as the Vice President, Natural Resources, of the Company served as the QP who prepared the estimates of lithium and LCE mineral resources at the Ogden facility. Susan Patton, RM-SME 2482200, who is employed by RESPEC, is the QP who reviewed the estimates of lithium and LCE mineral resources at the Ogden facility. A copy of the QPs’ TRS with respect to the lithium and LCE mineral resource estimates at the Ogden facility, updated September 14, 2022, with an effective date of March 3, 2022 (the “Ogden Lithium TRS”), is filed as Exhibit 96.1 hereto.

Table 9. Ogden Facility – Summary of Lithium and LCE Mineral Resources at September 30, 2022 and 2021


	September 30, 2022			September 30, 2021
Resource Area	Average Grade (mg/L)(4)	Lithium Resources (tonnes)(1)(2)(3)	LCE Resources (tonnes)(1)(2)(3)(6)	Average Grade (mg/L)(4)	Lithium Resources (tonnes)(1)(2)(3)	LCE Resources (tonnes)(1)(2)(3)(6)
Measured Resources
Total Measured Resources	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	51	226,860	1,207,577	51	226,860	1,207,577
Great Salt Lake South Arm(5)	25	208,711	1,110,970	25	208,711	1,110,970
Pond 96, Halite Aquifer	214	908	4,835	214	908	4,835
Pond 98, Halite Aquifer	221	868	4,623	221	868	4,623
Pond 113, Halite Aquifer	205	13,754	73,213	205	13,754	73,213
Total Indicated Resources	44	451,101	2,401,218	44	451,101	2,401,218
Measured + Indicated Resources
Great Salt Lake North Arm	51	226,860	1,207,577	51	226,860	1,207,577
Great Salt Lake South Arm(5)	25	208,711	1,110,970	25	208,711	1,110,970
Pond 96, Halite Aquifer	214	908	4,835	214	908	4,835
Pond 98, Halite Aquifer	221	868	4,623	221	868	4,623
Pond 113, Halite Aquifer	205	13,754	73,213	205	13,754	73,213
Total Measured + Indicated Resources	44	451,101	2,401,218	44	451,101	2,401,218
Inferred Resources
Pond 1b, Halite Aquifer	318	2,032	10,815	318	2,032	10,815
Pond 97, Halite Aquifer	212	674	3,589	212	674	3,589
Pond 114, Halite Aquifer	245	5,789	30,817	245	5,789	30,817
Total Inferred Resources	256	8,495	45,221	256	8,495	45,221

(1)Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve upon application of modifying factors.

(2)Mineral resources are reported as in situ for the evaporation pond salt mass aquifers. Specific yield has been measured or estimated for each pond to reflect the portion of in situ brine potentially available for extraction. No other restrictions such as process recovery or environmental limitations have been applied.

(3)Based on an average lithium grade of 51 mg/L in the north arm of the Great Salt Lake and 25 mg/L in the south arm of the Great Salt Lake. Reported concentrations for the Great Salt Lake assume an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm. Average grade of lithium in interstitial brine in the solar evaporation ponds at the Ogden facility ranges from 205 mg/L to 318 mg/L.

(4)The QPs determined a cut-off grade for lithium concentration in the ambient brine of the Great Salt Lake of 9 mg/L, using the average price for LCE over the past five years (2018 through 2022) as reported by Benchmark Mineral Intelligence of $13,086/tonne LCE and $15,765/tonne for LHM. However, the QPs believe it is likely that the SOP operation will continue depleting lithium from the ambient waters of the Great Salt Lake after concentrations of lithium are below an estimated cut-off grade and that the Company will continue concentrating lithium in its evaporation pond process until lithium concentrations in the Great Salt Lake reach null. See Section 11 of the Ogden Lithium TRS for a discussion of the material assumptions underlying the cut-off grade analysis.

(5)The Company does not have exclusive access to mineral resources in the lake and other existing operations, including those run by US Magnesium, also extract dissolved mineral from the lake (in the south arm).


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(6)Lithium to LCE uses a factor of 5.323 tonnes of LCE per tonne of lithium, and lithium to LHM uses a factor of 6.048 tonnes of LHM per tonne of lithium.

(7)Joe Havasi and Susan Patton are the QPs responsible for the estimation of mineral resources.

From September 30, 2021 to September 30, 2022, for both lithium and LCE, combined measured and indicated resources remained the same as there was no commercial production of lithium.

Key assumptions and parameters relating to the lithium and LCE mineral resources at the Ogden facility are discussed in Section 11 of the Ogden Lithium TRS. Among them is the assumption that there is a reasonable probability that the Company will be able to develop an appropriate method for extraction of lithium and LCE from the resources summarized above based on its successful extraction of lithium and rejection of magnesium that has been achieved with extensive onsite pilot testing and the fact that analogous DLE methods are used by existing Chinese operations and the ongoing development of similar technologies at numerous other lithium brine sources described in Section 10 of the Ogden Lithium TRS. Also, the QPs understand that there are several analogous operations globally employing direct lithium extraction (“DLE”) technology that are in commercial production. DLE technology is in use at Livent Corporation’s operation in Hombre Muerto, Argentina, producing 20,000 tonnes of lithium carbonate per annum as of 2020. DLE technology is also being utilized to commercially produce lithium at Qinghai Salt Lake Industry Co. Ltd brine operation in Qinghai Province, China, and similar to technology that will be used to extract lithium post-removal of bromine in Standard Lithium’s Smackover Brine project in Arkansas. While raw-feed concentration from the Great Salt Lake is lower than the aforementioned feed concentrations of the comparable operations, it is important to appreciate that the brines of the Great Salt Lake are currently extracted from the lake and are in current production at the Ogden plant for the production of SOP, magnesium chloride and sodium chloride, similar to Standard Lithium’s operating model, which extracts lithium from oilfield brines that have already been extracted. As ion concentrations, including lithium, increase by design during the Company’s three-year pond concentration process, it is expected that lithium would be extracted at one or more points along the existing pond concentration process, and thus costs incurred from the extraction and concentration of brines from the Great Salt Lake are already borne by existing production. To that end, lithium concentrations in a one-year brine from the Great Salt Lake average 180 mg/L and lithium is present at greater than 1,000 mg/L in its final magnesium chloride bittern, a two- to three-year brine, both of which are concentrated from the original feedstock concentration of ambient north arm brine at 51 mg/L. As described in Sections 10 and 14 of the Ogden Lithium TRS, Compass Minerals tested several DLE technologies, and has selected Energy Source Minerals’ (ESM) Integrated Lithium Adsorption Desorption (ILiAD) DLE technology. ESM has performed single column tests on three GSL brine sources: DustGard (magnesium chloride brine), 2 Year Brine, and Interstitial Brine on a bench scale column unit that can accurately mimic the larger unit’s capability. All brines demonstrated they could be used to produce a similar concentrated lithium chloride brine by differing internal strip flow rates and cycle times. As such, it is proposed to have separate DLE units based on the brine being fed as described further in Section 14 Ogden Lithium TRS. The QPs assume the facility production capacities and capital costs included in the Company’s plans for phases one and two, and that operating costs will be consistent with other operations employing DLE technology with similar raw-feed brine characteristics.

The lithium and LCE mineral resource estimates for the Great Salt Lake were calculated for the north and south arms individually, given the difference in brine composition within these two areas. They are based on historic data collected by the Utah Geological Survey and United States Geological Survey over an extended period for brine concentration and volume. The primary criteria considered for classification of the mineral resource estimate for the north and south arms of the Great Salt Lake consist of confidence in chemical results, accuracy of bathymetric data, dynamic interaction of surface and subsurface brines, and representativeness of a relatively small areal extent samples for the entire Great Salt Lake volume.

The lithium and LCE mineral resource estimates for Pond 1b, Pond 96, Pond 97, Pond 98, Pond 113 and Pond 114 evaluated the available information for each pond individually. In particular, brine chemistry and halite aquifer properties were sufficiently different to warrant that the resource estimate for each pond utilize different parameters. These parameters are identified within the discussion of the mineral resource estimate for the halite aquifer in each pond in Section 11 of the Ogden Lithium TRS. Lithium and LCE mineral resources within the evaporation ponds were estimated utilizing Voronoi polygonal methods. The lateral extent of each polygon was defined by bisector between drillholes, and the vertical extent of each polygon was defined by the measured halite aquifer stratigraphy. The brine volume for each polygon was determined through analysis of hydrogeologic data that characterized the specific yield of the halite aquifer. The brine assay data for lithium from each drillhole was applied to that polygon for that drillhole. The cut-off grade for lithium in the interstitial brine is equivalent to the cut-off grade in the ambient waters of the Great Salt Lake, which is 9 mg/L.

COTE BLANCHE MINE

The Cote Blanche mine is a production stage, underground mine that produces rock salt primarily for highway deicing customers through a series of depots located along the Mississippi and Ohio rivers (and their major tributaries) and chemical and agricultural customers in the Southern and Midwestern United States. The Cote Blanche mine is located in south-central Louisiana in the Parish of St. Mary (T15S, R7E), at the northern edge of Cote Blanche Hummoch, commonly called “Cote Blanche Island.” Maps of the Cote Blanche mine property are shown in Figures 3 and 4.


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Figure 3. Cote Blanche Mine Property Location Map


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Figure 4. Aerial View of Cote Blanche Island

Cote Blanche Island is situated between the Intra-Coastal Waterway and Cote Blanche Bay in the Gulf of Mexico. The Cote Blanche mine is approximately 124 miles west of New Orleans, Louisiana, and approximately 26 miles southeast of New Iberia, Louisiana, on the Gulf Coast. The approximate coordinates of the site facilities are 29˚45’4” North and 91˚43’24” West. The site is accessed by surface roads to the Cote Blanche Landing, and then by ferry boat from the Cote Blanche Landing to Cote Blanche Island. The Company accesses Cote Blanche Island via two rights-of-way with a separate private landowner group: one for the landing for the ferry boat that the Company operates and maintains; and the other for the barge canal, which is utilized for barge access to the mine. The barges are managed by contract tug boat services.

The Cote Blanche mine has a barge loading dock, administrative offices and other services-related structures. Power is supplied to the site by CLECO Power nearby power lines that are fed directly from the main power grid and there are telephone and cellular connections. Water is provided to the Cote Blanche mine by privately owned and operated wells that are on the mine site. The Cote Blanche mine is well established and has been in the community for over 50 years. The communities of New Iberia, Broussard and Lafayette, Louisiana, have the required infrastructure (shopping, emergency services, schools, etc.) to support the workforce. New Iberia is served by a small regional airport and a transcontinental railroad.

The Company leases the entirety of Cote Blanche Island from a private ownership group, except for 115 acres of the southeastern sector of the island (the “115 Acre Tract”), for a total mineral lease of 1,520 acres. The lease grants salt rights to the Company for all salt from the ground surface downward 3,000 feet, except for salt located within the 115 Acre Tract. The lease also grants surface rights in the western and southwestern sectors of Cote Blanche Island, with access rights to the mine road that extends north-south from the surface lease area to the Cote Blanche Crossing.


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year is the quotient of the total bulk sales revenue (excluding any taxes) of the Company and its affiliates for salt sold from the Cote Blanche mine in bulk (in units of 1 short ton or more) (“Total Bulk Sales Revenue”) reduced for all freight in, freight out, fuel surcharge, additives, depot/warehouse storage, handling and operating costs, promotions/discounts and other costs as are properly deducted under generally accepted accounting principles in that calendar year, divided by the total number of tons sold. The number of tons of salt sold is the same number of tons used to generate the Total Bulk Sales Revenue. The “Applicable Royalty Rate” for 2014 and each succeeding calendar year is as follows: 2014, 4.7%; 2015, 4.9%; 2016, 5.1%; 2017, 5.3%; and 2018 and thereafter, 5.5%.

The lease further provides that if, on or before January 1 of 2034, 2059 or 2084 (each, a “Review Year”), the lessor or the Company determines that, in operation, the royalty provisions of the lease result in the lessor receiving more or less than 5.5% of the fair value of salt at the minehead free of all costs at that point (the “Royalty Standard”), such party shall deliver to the other party on or before January 1 of the Review Year a written statement of its reasons why the Royalty Standard is not being met, a computation of the amount that will satisfy the Royalty Standard and a proposed revision to the royalty provisions of the lease that will cause the royalty provisions to comply with the Royalty Standard. On or before January 30 of the Review Year, the other party is required to deliver to the first party a written statement of its opinion as to whether the royalty provisions as proposed comply with the Royalty Standard and a response to the first party’s statement delivered under the preceding sentence. If the parties are not in agreement, the parties are required to commence arbitration.

The lease provides that the lessor has full right to grant future oil, gas and other mineral leases, except salt, provided that each such future oil, gas and mineral lease shall expressly obligate the lessee to cooperate with the Company in the conduct of its operations in order that the purposes of both leases may be best effectuated. The lease obligates the Company to cooperate with the oil, gas and mineral lessee so as to permit drilling of oil and/or gas wells.

The Cote Blanche mine operates with a production schedule targeting approximately 2.2 million tons of salt per year. That target can vary significantly depending on the severity of winter weather conditions and the resulting market demand for road salt.

Domtar Industries, Inc. constructed the Cote Blanche mine over four years beginning in 1961 with 8-foot and 14-foot shafts and the barge loadout facility. Salt production commenced in 1966. The DG Harris Company purchased the Cote Blanche mine in 1990, which operated as Carey Salt Co. thereafter. The salt assets of The DG Harris Company were sold to IMC in 1997. IMC sold a majority of its salt operations, including the Cote Blanche mine, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.

Mining at the Cote Blanche mine occurs in 75-foot mining horizons at specific depths below the surface. To date, the salt dome has been mined at three levels, including the 1,300-foot level, which was mined from 1965 to 1986; the 1,100-foot level, which was mined from 1986 to 2002; and the current 1,500-foot level, which began in 1998 to and is expected to remain in operation through 2026. The Company is in the process of developing a ramp to an extension of the 1,300-foot level, for which mining is projected to start in 2022. Active mining on both the 1,300-foot level and the 1,500-foot level is anticipated to take place from 2022 to 2026. The Company’s current mine plan focuses on completion of the 1,500-foot level with future expansion to the 1,700-foot level and finally advancing to the 1,900-foot level. At this time, mining is not anticipated below the 1900-foot level.

There has been extensive historical oil and gas exploration on and adjacent to Cote Blanche Island, but the Company only has access to mapping and reports that are publicly available from external subsurface exploration. While the historical data provide a strong depiction of the salt ore body, the Company has undertaken in-seam seismic and mud-rotary drilling to verify and validate salt diapir position, morphology and margin at the Cote Blanche mine. The nature of salt diapirs lends itself to a strong understanding of the homogeneity of the morphology and mineralogy of the ore body. Thus, the primary concerns within the salt diapir are understanding the margin of the diapir to support the mine plan by ensuring geotechnical stability, and mapping the localized presence of sandstone partings and seams that are encountered from time to time as well as sheer planes along margins of salt stock formations. The combination of historic data collected through externally funded and directed seismic and drilling programs for oil and gas exploration in strata surrounding the diapir, combined with Compass Minerals’ salt diapir morphology validation drilling has created a reasonably strong characterization of the definition of the salt diapir.

As the mining continues and progresses to the next deeper mining level at 1,700 feet and eventually to the 1,900-foot level, definition of the upper surface of the salt diapir is no longer necessary as mining will be below the current mining level. Therefore, mud-rotary drilling to validate the salt dome surface will no longer be necessary and instead the mining operation will continue its in-seam seismic data collection to assess the potential for anomalies as mining progresses to the outer margins of the mine plan, and verify that the lateral margins of the diapir are not within the Company’s self-determined, 400-foot setback of mineral extraction.

The Cote Blanche mine utilizes the room and pillar method of extraction. In this method, excavations (rooms) are recovered by mining and are alternated with areas of undisturbed salt (pillars) that form the necessary support for maintaining stability of the mine roof. The layout of the rooms and pillars and their respective sizes are optimized to maximize the ratio of salt extracted, relative to in situ salt, while still meeting safety and surface subsidence requirements. All levels in the current mine plan, 1,300-foot through the 1,900-foot levels, are currently mining or are planned to be operated in the same manner, with the


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same mining parameters and with the same set of unit operations, altered only by the footprint of the mining of the room and pillar method as modified to reflect the constraints of the planned level and the lateral constraints of the salt dome contours of each level.

The current room and pillar layout has an extraction ratio of approximately 56% within the mined room area, but the overall extraction ratio of the property, taking into account barrier pillars and unmined zones and interruptions from oil wells among other anomalies is about 51%. Rooms are mined in a progression of two phases creating a total room height of 75 feet when completed. The rooms have a nominal width of 50 feet and are bounded by 100-foot square pillars. Variations in room and pillar dimensions are observed due to production blasting and scaling, so values are approximate. To achieve 75 feet of height, rooms are initially developed using a 30 foot top-cut (horizontal drill and blast), which is then vertically drilled and blasted (benched) an additional 45 feet, with 5 feet of sub-drilling. Loading and hauling is completed with diesel powered loading equipment and haul trucks. Development mining typically leads ahead of benching or room advance by approximately one and a half years.

The process for salt production at the Cote Blanche mine focuses on particle size reduction of the salt product. Rock salt is processed and sized by underground crushers and the mill before it is hoisted to the surface. The mill has two distinct halves: the mine run circuit and the whole mill. Only chemical quality and non-chemical quality salt can be processed through the whole mill. Ice control quality salt is processed through the mine run circuit. Once the salt has been sized accordingly, it is either stockpiled or placed directly onto a barge for transport to market. The main stockpile area allows separate piles for chemical, non-chemical, and ice control grade salt.

The Cote Blanche mine is operated with modern mining equipment and utilizes subsurface improvements, such as vertical shaft lift systems, milling and crushing facilities, maintenance and repair shops and extensive raw materials handling systems. The milling and crushing facilities were constructed when the Cote Blanche mine developed the 1,500 foot level in 2001. As of September 30, 2022, the net book value for the plant, property and equipment at the Cote Blanche mine is $60,600,000, exclusive of mineral rights and the value of assets leased under operating leases.

The Cote Blanche mine has procured and is operating in compliance with required operating licenses, including permits pertaining to mineral extraction, effluent discharge and air permitting. The Company will be required to renew the current air permit at the Cote Blanche mine, which is administered by the Louisiana Department of Environmental Quality, when it expires in December 2026. Surface water discharges from the site are regulated under Louisiana Pollutant Discharge Elimination System (LPDES) permit LA0103233. The permit requires discharge monitoring for effluent flows from the three outfalls that discharge into the saline waters of the Intracoastal Waterway and Cote Blanche Bay. The State of Louisiana does not require an operating permit for the Cote Blanche mine. Air and NPDES permits are maintained by the site. The site is located in a Coastal Protection Zone and therefore any new site disturbance requires permitting by the U.S. Army Corps of Engineers and the Louisiana Office of Coastal Management. Initial operations at the site predate the Coastal Resources rules so no formal reporting is required under this process.

There are no mine closure plans for the Cote Blanche mine. Once the lease agreement terminates, the Company has six months to vacate the mine of any personal property it wishes to recover before the landownership group assumes control of the mine and either continues mining or initiates other commercial or industrial uses of the surface mine site and underground void space.

Summaries of the Cote Blanche mine’s salt mineral resources and mineral reserves as of September 30, 2022 and 2021 are shown in Tables 10 and 11, respectively. Joseph Havasi, who is employed full-time as the Vice President, Natural Resources, of the Company, served as the QP and prepared the estimates of salt mineral resources and mineral reserves at the Cote Blanche mine. A copy of the QP’s amended TRS with respect to the salt mineral resource and reserve estimates at the Cote Blanche mine, amended December 14, 2022, with an effective date of September 30, 2021 (the “Cote Blanche TRS”), is filed as Exhibit 96.3 hereto.


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Table 10. Cote Blanche Mine – Summary of Salt Mineral Resources at September 30, 2022 and 2021


	Salt Resources (tons)(1)(2)(3)(4)(5)(6)(7)
Resource Area(2)(8)	September 30, 2022	September 30, 2021
Measured Resources
1,300-Foot Level	25,491,881	25,491,881
1,500-Foot Level	12,754,331	16,448,712
Total Measured Resources	38,246,212	41,940,593
Indicated Resources
1,300-Foot Level	12,373,509	12,373,509
1,500-Foot Level	9,028,840	9,028,840
1,700-Foot Level(9)	361,584,762	361,584,762
1,900-Foot Level(9)	246,045,618	246,045,618
Total Indicated Resources	629,032,729	629,032,729
Measured + Indicated Resources
1,300-Foot Level	37,865,390	37,865,390
1,500-Foot Level	21,783,171	25,477,552
1,700-Foot Level(9)	361,584,762	361,584,762
1,900-Foot Level(9)	246,045,618	246,045,618
Total Measured + Indicated Resources	667,278,941	670,973,322
Inferred Resources
1,700-Foot Level(9)	32,915,833	32,915,833
1,900-Foot Level(9)	130,851,531	130,851,531
Total Inferred Resources	163,767,364	163,767,364

(1)Mineral resources are reported in situ. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

(2)Underground mineral resources are reported based on assumed 75-foot mining horizons, discounted for areas not accessible due to proximity to oil wells.

(3)Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(4)Included process recovery is 94% based on production experience. Included mining recovery is approximately 56% based on the room and pillar layout.

(5)Although the actual sodium chloride grade is less than 100%, it is not considered in the resource, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(6)A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(7)There are multiple saleable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data described in Section 16 of the Cote Blanche TRS. The pricing data is based on a five-year average (2017 through 2021) of historical sales data for rock salt for road deicing of $61.41 per ton. Sales prices are projected to increase to approximately $706.49 per ton for rock salt for road deicing through year 2138 (the current expected end of mine life).

(8)Based on approximate areas of: 5,399,000 square feet (“ft2”) for the 1,300-foot level; 2,991,000 ft2 for the 1,500-foot level; 45,721,000 ft2 for the 1,700-foot level; 50,293,000 ft2 for the 1,900-foot level; and 104,404,000 ft2 in the aggregate.

(9)The 1,700-foot and 1,900-foot levels have been approximated using the 1,300-foot and 1,500-foot level contours, respectively, in alignment to the 400-foot contact distance restriction and site and safety constraints.


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Table 11. Cote Blanche Mine – Summary of Salt Mineral Reserves at September 30, 2022 and 2021


	Salt Reserves (tons)(1)(3)(4)(5)(6)(7)
Reserve Area(2)(8)	September 30, 2022	September 30, 2021
Proven Reserves
1,300-Foot Level	13,316,339	13,316,339
1,500-Foot Level	6,191,698	8,136,420
Total Proven Reserves	19,508,037	21,452,759
Probable Reserves
1,700-Foot Level(9)	113,853,955	113,853,955
1,900-Foot Level(9)	122,693,422	122,693,422
Total Probable Reserves	236,547,377	236,547,377
Total Reserves
1,300-Foot Level	13,316,339	13,316,339
1,500-Foot Level	6,191,698	8,136,420
1,700-Foot Level(9)	113,853,955	113,853,955
1,900-Foot Level(9)	122,693,422	122,693,422
Total Reserves	256,055,414	258,000,136

(1)Ore reserves are as recovered, saleable product.

(2)Underground mineral reserves are reported based on assumed 75-foot mining horizons, discounted for areas not accessible due to proximity to oil wells.

(3)Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(4)Included process recovery is 94% based on production experience. Included mining recovery is approximately 56% based on the room and pillar layout.

(5)Although the actual sodium chloride grade is less than 100%, it is not considered in the reserve, as the final saleable product is the in situ product, as-present (i.e., the saleable product includes any impurities present in the in situ rock).

(6)A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(8)Based on approximate areas of: 5,399,000 ft2 for the 1,300-foot level; 2,991,000 ft2 for the 1,500-foot level; 45,721,000 ft2 for the 1,700-foot level; 50,293,000 ft2 for the 1,900-foot level; and 104,404,000 ft2 in the aggregate.

From September 30, 2021 to September 30, 2022, combined measured and indicated resources at the Cote Blanche mine decreased by approximately 0.25% and total reserves decreased by approximately 0.75%. The decreases in salt resources and reserves were attributable to depletion of salt in connection with extraction operations of the Company.

Key assumptions and parameters relating to the salt mineral resources and mineral reserves at the Cote Blanche mine are discussed in Sections 11 and 12, respectively, of the Cote Blanche TRS. Among them are assumptions with respect to the continuity and homogeneity of the salt diapir.

The following classification has been applied to the Cote Blanche mine resource estimate:

•Inferred Mineral Resources: Volumes are defined as inferred mineral resources within a distance buffer of 400 feet from the proposed edge of the dome (defined from seismic surveys).

•Indicated Mineral Resources: Contiguous volumes of rock salt which lie between the current working faces and a buffer distance of 400 feet from the proposed edge of the dome on each level.

•Measured Mineral Resources: Contiguous volumes of rock salt mineralization informed from confirmation of geological continuity due to mapping, and sampling information to confirm salt quality.

With respect to the conversion of measured and indicated mineral resources to mineral reserves, the Company has developed mine plans and polygons for each of the various levels utilizing model data and software packages described in Section 12 of the Cote Blanche TRS and mapped into the contours of the various levels of the salt dome – these current plans define the mine.

In terms of economic factors, the recovery of the resource is governed primarily by the floor price of the salt as discussed in Section 19, Economic Analysis, and not by any grade cut-off for salt quality. In general, it is assumed that any ton of salt mined from Cote Blanche Mine is a saleable product and that economic impacts result from market influences and not resource constraints.


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GODERICH MINE

The Goderich mine is a production stage, underground mine that produces rock salt primarily for highway use and as feed product for other uses. The Goderich mine is located in southwestern Ontario, Canada, on the eastern shore of Lake Huron. The Goderich mine is located west of the town of Goderich, Ontario, on an isthmus in the mouth of the Maitland River, as it enters Lake Huron. Maps of the Goderich mine property are shown in Figures 5 and 6.

Figure 5. Goderich Mine Property Location Map


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Figure 6. Lease and Mine Map: Goderich Mine

The Goderich mine is approximately 60 miles northwest of London, Ontario, and 120 miles west of Toronto, Ontario. Its approximate coordinates are 43˚ 44’ 50” North and 81˚ 43’ 30” West. Access to the Goderich mine is considered excellent. The town of Goderich has established infrastructure for both mining and exporting salt and can be accessed via regional highways from Toronto from the east (2.5 hours). The triangular-shaped mine site is surrounded by the lake on three sides and the Maitland River on the north side. Goderich Harbor and the Goderich mine site are accessed via North Harbor Road, a municipally owned and maintained road that connects the harbor area to Highway 21. The Goderich mine is connected to local power, water, natural gas and sewage infrastructure. Primary logistics for transporting mined product include the rail siding at the mine site and direct loading into ships or barges in Goderich Harbor. The town of Goderich provides all necessary resources for the Goderich mine, with a ready labor supply, housing, hotels, food and all other typical facilities. The close proximity to rail, port and roads provides easy access for all logistical needs. Commercial air travel is available from London, Ontario, Toronto, Ontario, and Detroit, Michigan, all of which are in relative proximity to the site.

The Goderich mine site is located on 16.3 acres of Company-owned land (PIN 41369-0004) on a man-made peninsula consisting of several large buildings and silos associated with mining and material handling, a ship loading facility and three shafts. The Company actively mines salt west of its owned land under Salt Mining Lease No. 107377, dated November 9, 2001, with the Ontario Ministry of Energy, Northern Development and Mines (“MNDM”), comprising approximately 13,195 acres. The lease had a 21-year term that expired on May 31, 2022. The Company has applied to renew the lease, and the MNDM has advised that all application materials submitted were complete and sufficient to move forward with the lease renewal process, including the Company’s demonstration that the Goderich mine’s useful life extends through the 21-year renewal term. The renewal process is ongoing, and the Company’s operations, obligations, and conditions remain subject to terms in the expired lease, which are applicable until the lease renewal process is completed. The renewal lease will provide an additional 21 years, until 2043. Assuming that the lease is renewed in 2022, the lease will expire in 2043. The only material payments associated with the lease are royalties on the salt produced. The current royalty rate paid is $1.05 per ton.

The Goderich mine is the largest underground rock salt mine in the world. Based on the proposed mine layout and using a 6.5 million tons per annum average production run rate assumption, the Goderich mine has a current mine life of approximately


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72 years, assuming the Company is able to successfully negotiate an extension of the lease following the expiration of the 21-year renewal term in 2043, which the Company currently expects.

Salt production began in Goderich, Ontario, in 1867 by Sifto Canada (“Sifto”) after an unsuccessful search for oil uncovered a vast bed of rock salt. Sifto used basic solution mining and evaporation, now known as mechanical evaporation, to begin the nearby Goderich plant.

In 1956, Sifto received approval to operate an underground salt mine while under the ownership of Dominion Tar and Chemical Company Ltd. Initial drilling at the Goderich mine started in 1955 with the sinking of the first shaft beginning in 1957. The Goderich mine started production upon the completion of the first shaft in 1959. Additional increases in production were enabled after a second mine shaft and a third mine shaft were completed in 1962 and 1982, respectively. In 1990, Domtar Chemicals Limited (previously known as Dominion Tar and Chemical Company Ltd.) sold Sifto to the North American Salt Company, a subsidiary of D.G. Harris & Associates. In 1993, D.G. Harris & Associates founded Harris Chemical Group as a holding company for salt operations, which was acquired by IMC in 1997. IMC sold a majority of its salt operations, including the Goderich mine, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.

The Goderich mine’s underground infrastructure is situated in the A-2 salt bed approximately 1,750 feet to 1,760 feet below the surface at the mine shafts’ location. The A-2 salt bed in the shaft area is approximately 79 feet thick. The regional stratigraphic sequence is well understood from many wells drilled across the basin and locally in the Goderich, Ontario, area. The salt strata are highly continuous over the basin, and most of the major salt units can be traced for hundreds of miles. On a local scale, the continuity of the salt beds can be impacted by the presence of pinnacle reefs, displacement by faults, or the local leaching of salt. The Company can use various tools to characterize geological conditions in nearby areas to assess the possibility of encountering these local ground conditions at the mine. Accordingly, the Company has engaged third parties to conduct in-seam seismic surveys and, more recently, has begun use of ground penetrating radar to identify disturbances in salt continuity and the thickness of the A-2 salt bed in development.

The Goderich mine progresses development of main entries in advance of bench mining. The subsequent benches achieve the remainder of the 60-foot room height for room production. Development and bench mining progress at an approximate 40:60 ratio in terms of area of advance in the mine plan and are part of the production process. As needed, underground rooms for facility support functions have been and will be developed in excavated areas of the mine. This includes development of shaft areas on each level for hoist equipment, design, planning and development of ramp structures from one level to the subsequent, lower level as required, installation of underground work facilities such as maintenance shops and storage rooms. As mining progresses, development also encompasses the design, placement, repair and maintenance of support infrastructure such as crushers, screens and other plant in support of mining. All portions of mine development within the A-2 salt are planned to be operated in the same manner and mining method, with the same mining parameters with the same set of unit operations.

The general method of mining employed at the Goderich mine is known as room and pillar mining. Beginning in 2012 and 2013, the Company advanced the Goderich mine to mechanized room and pillar mining as continuous mining machines (each a “CMM”) replaced the previous under-cutter/over-cutter equipment and drilling and blasting sequence in the development areas of the mine. By 2017, the Company was engaged in continuous mining of the entire 60-foot face of the mined rooms in multiple lifts with a goal of improving efficiency and safety, reducing costs and reducing the amount of diesel equipment utilized underground, thus largely eliminating the use of drilling and blasting at the Goderich mine. The Company continues to upgrade its CMM fleet at the Goderich mine.

Certain mining units at the Goderich mine are equipped with both a CMM and a flexible conveyor train (“FCT”), a dynamic move-up unit and a belt storage unit. On these mining units, the CMM cuts the salt directly from the face and discharges it into a hopper on the end of the FCT. From the FCT, the rock salt is offloaded to the main underground belt conveyance system where it is then transported to the underground crushers and the mill. Other mining units are also equipped with a CMM, but are supported with rubber-tired haulage equipment to transfer salt. Salt mined from these CMMs is transferred from the face by rubber-tired haulage to a centralized dump point with a crusher and then follows the same process as the other units once the salt is put onto the underground conveyance system. Rock salt is processed and sized at the underground crushers and the mill before being hoisted to the surface. Salt is stockpiled at the surface in domes. The salt is then distributed to depots, packaging facilities and customers via ship (approximately 80%), and rail car and truck (approximately 20%). The net book value for the plant, property and equipment at the Goderich mine is $210,700,000 as of September 30, 2022, exclusive of mineral rights and the value of assets leased under operating leases.

The Goderich mine has procured and is operating in compliance with all required operating licenses, including permits pertaining to mineral extraction, effluent discharge and air permitting. The Ontario Ministry of Energy, Northern Development and Mines regulates closure for the Goderich mine. The most recent closure plan was approved by the ministry in 2021. Long-term cleanup of the site will essentially include demolishing surface facilities, removal of surface infrastructure and restoring a natural alvar ecological community on the surface, flooding of the workings, and decommissioning (plugging). The Goderich mine operates under two air permits issued by the Ontario Ministry of Environment, Conservation and Parks, one for the lab (8-1131-96-007), and the other for the garage for welding exhaust (5522-78NUN2). Site drainage into Snug Harbour and the


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Maitland River is permitted pursuant to Certificate of Approval 2342-7ULQEU and Environmental Compliance Approval 1236-8YGK8A, respectively, issued by the Ontario Ministry of Environment, Conservation and Parks.

Summaries of the Goderich mine’s salt mineral resources and mineral reserves as of September 30, 2022 and 2021 are shown in Tables 12 and 13, respectively. Joseph Havasi, who is employed full-time as the Vice President, Natural Resources, of the Company, served as the QP and prepared the estimates of salt mineral resources and mineral reserves at the Goderich mine. A copy of the QP’s amended TRS with respect to the salt mineral resource and reserve estimates at the Goderich mine, amended December 14, 2022, with an effective date of September 30, 2021 (the “Goderich TRS”), is filed as Exhibit 96.4 hereto.

Table 12. Goderich Mine – Summary of Salt Mineral Resources at September 30, 2022 and 2021


	Salt Resources (tons)(1)(2)(4)(5)(6)(7)(8)
Resource Area(3)(9)	September 30, 2022	September 30, 2021
Measured Resources	—	—
Indicated Resources	1,469,000,089	1,485,710,000
Measured + Indicated Resources	1,469,000,089	1,485,710,000
Inferred Resources	148,200,000	148,200,000

(2)All figures have been rounded to reflect the relative accuracy of the estimates.

(3)Underground mineral resources are reported based on an expected representative A-2 salt bed thickness of 82 feet.

(4)Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(5)Included process recovery is 97.5% based on production experience. Included mining recovery is approximately 38.7% based on the room and pillar mine plan.

(6)Although the actual sodium chloride grade is less than 100%, it is not considered in the resource, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(7)A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(8)There are multiple saleable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt and are based on pricing data described in Section 16 of the Goderich TRS. The pricing data is based on a five-year average (2017 through 2021) of historical sales data for rock salt for road deicing of $60.58 per ton. Sales prices are projected to increase to approximately $295.60 per ton for rock salt for road deicing through year 2094 (the current expected end of mine life).

(9)Based on an area of approximately 575,257,000 square feet for the A-2 salt bed within the lease area.

Table 13. Goderich Mine – Summary of Salt Mineral Reserves at September 30, 2022 and 2021


	Salt Reserves (tons)(1)(2)(3)(4)(5)(6)(7)(8)
Reserve Area(3)(9)	September 30, 2022	September 30, 2021
Proven Reserves	—	—
Probable Reserves	463,724,933	470,030,000
Total Reserves	463,724,933	470,030,000

(1)Ore reserves are as recovered, saleable product.

(2)All figures have been rounded to reflect the relative accuracy of the estimates.

(3)Reserve volume assumes a mining thickness of 18 meters (approximately 60 feet) production, 8.5 meters (approximately 28 feet) mains.

(4)Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(5)Included process recovery is 97.5% based on production experience. Included mining recovery is approximately 38.7% based on the room and pillar mine plan.

(6)Although the actual sodium chloride grade is less than 100%, it is not considered in the reserve, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(7)A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(9)Based on an area of approximately 575,257,000 square feet for the A-2 salt bed within the lease area.

From September 30, 2021 to September 30, 2022, combined measured and indicated resources at the Goderich mine decreased by approximately 1.0% and total reserves decreased by approximately 1.3%. The decreases in salt resources and reserves were attributable to depletion of salt in connection with extraction operations of the Company.


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Key assumptions and parameters relating to the salt mineral resources and mineral reserves at the Goderich mine are discussed in Sections 11 and 12, respectively, of the Goderich TRS. Among them are assumptions with respect to the continuity and homogeneity of the rock salt mineralization over the mined area.

The following classification has been applied to the Goderich mine resource estimate:

•Inferred Mineral Resources: At the Goderich mine, contiguous volumes of mineralization are informed by existing mining history. The confidence in local geological continuity is however, impacted by the potential for localized pinnacle reef intrusions (south central area of lease) and/or the possible presence of faults which may have displaced the A-2 sequence by as much 50 to 100 feet (northeast part of lease).

•Indicated Mineral Resources: These volumes are informed by the existing mining history and historical core boreholes with expected A-2 salt thicknesses but include the existing lease area, the pillars, roof, and floor of mined areas with the potential of extraction during retreat or by solution and all other mining in the A-2 mine area.

With respect to the conversion of measured and indicated mineral resources to mineral reserves, the Company has developed mine plans and polygons for the A-2 salt bed utilizing model data and software packages described in Sections 11 and 12 of the Goderich TRS and mapped into the limits of existing mining and current leasing – these current plans define the mine.

In terms of economic factors, the recovery of the resource is governed primarily by the floor price of the salt as discussed in Section 19, Economic Analysis, and not by any grade cut-off for salt quality. In general, it is assumed that any ton of salt mined from the Goderich mine is a saleable product and that economic impacts result from market influences and not resource constraints.

INTERNAL CONTROLS DISCLOSURE

The modeling and analysis of the Company’s resources and reserves has been developed by Company mine personnel and reviewed by several levels of internal management, including the QPs. The development of such resources and reserves estimates, including related assumptions, was a collaborative effort between the QPs and Company staff. This section summarizes the internal control considerations for the Company’s development of estimations, including assumptions, used in resource and reserve analysis and modeling.

When determining resources and reserves, as well as the differences between resources and reserves, management developed specific criteria, each of which must be met to qualify as a resource or reserve, respectively. These criteria, such as demonstration of economic viability, points of reference and grade, are specific and attainable. The QPs and Company management agree on the reasonableness of the criteria for the purposes of estimating resources and reserves. Calculations using these criteria are reviewed and validated by the QPs.

Estimations and assumptions were developed independently for each significant mineral location. All estimates require a combination of historical data and key assumptions and parameters. When possible, resources and data from generally accepted industry sources, such as governmental resource agencies, were used to develop these estimations.

The Company’s salt-producing locations do not utilize exploration in the development of their assumptions around mineral resources or reserves. The mineral deposits are restricted in access by bodies of water, and industry techniques used for geological exploration for other types of mineral deposits, specifically drilling, are degradational to the salt ore being assessed. Given the nature of the salt mineral, this limitation impedes the validation of mineral resources and reserves using drilling. Accordingly, geophysical techniques are utilized at both Goderich and Cote Blanche to assist in mine planning, and to verify that there are no obstructions ahead of advancement of the mine in the form of geological anomalies or structural features, such as faults that could affect future mining. In conducting these geophysical campaigns, including in-seam seismic and ground penetrating radar technologies, the Company is able to identify the continuity of ore-body ahead of mining.

Geographical modeling and mine planning efforts serve as a base assumption for resource estimates at each significant salt-producing location. These outputs have been prepared by both Company personnel and third-party consultants, and the methodology is compared to industry best practices. Mine planning decisions, such as mining height, execution of mining and ground control, are determined and agreed upon by Company management. Management adjusts forward-looking models by reference to historic mining results, including by reviewing performance versus predicted levels of production from the mineral deposit, and if necessary, re-evaluating mining methodologies if production outcomes were not realized as predicted. Ongoing mining and interrogation of the mineral deposit, coupled with product quality validation pursuant to industry best practices and customer expectations, provides further empirical evidence as to the homogeneity, continuity and characteristics of the mineral resource. Ongoing quality validation of production also provides a means to monitor for any potential changes in ore-body quality. Also, ongoing monitoring of ground conditions within the mine, surveying for evidence of subsidence and other visible signs of deterioration that may signal the need to re-evaluate rock mechanics and structure of the mine ultimately inform extraction ratios and mine design, which underpin mineral reserve estimates.


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produced, undergo inter-agency review, and their key data points correlate, no further evaluation of sampling methods or quality control were reviewed by Company management or the QPs. In addition, the Company conducted its own sampling at UGS sample locations to further define and integrate current lithium mass load definition with a lithium dataset that was discontinued in the 1990s. The Company also collected potassium and other ion data during this campaign in order to relate ion relationships and ratios in its modelling as well. These data were derived from samples collected by the QP in hermetically sealed samples containers, sent to an external laboratory under chain of custody, analyzed by an accredited laboratory for metals analysis, and the data were reviewed and validated by SRK Consulting. Review of the data derived from the Company’s sampling campaign revealed that the data were of sufficient quality to integrate in to the historic UGS data set for further mass load modelling.

The QPs are satisfied that the hydrological/chemical model for the Great Salt Lake reflects the current hydrological and chemical information and knowledge. The mineral resource model is informed by brine sampling data spanning approximately 55 years and recent bathymetry data. Continuity of the resource is not a concern, as the lake is a visible, continuous body. The Company’s experience in extracting potassium and other salts from the Great Salt Lake for over 50 years under dynamic conditions, such as changing lake elevations and ion concentrations, lends confidence regarding the ability to operate under varying conditions, utilizing ion concentrations as a tool to monitor reserve estimates and make operational decisions.

Management also assesses risks inherent in mineral resource and reserve estimates, such as the accuracy of geophysical data that is used to support mine planning, identify hazards and inform operations of the presence of mineable deposits. Also, management is aware of risks associated with potential gaps in assessing the completeness of mineral extraction licenses, entitlements or rights, or changes in laws or regulations that could directly impact the ability to assess mineral resources and reserves or impact production levels. Risks inherent in overestimated reserves can impact financial performance when revealed, such as changes in amortizations that are based on life of mine estimates.

OTHER PROPERTIES

The Company packages its Salt segment products at three additional Company-owned and operated facilities located in Illinois, Minnesota and New York. The Company estimates that its annual combined packaging capacity at these three facilities is 275,000 tons. This packaging capacity is based on the Company’s estimate of the tons that can be packaged at these facilities assuming a normal amount of scheduled down-time and operation of its facilities under normal working conditions, including staffing levels. The Company has the capability to significantly increase its annual packaging capacity by increasing its staffing levels in response to demand, which would require incremental labor and other costs.

ITEM 3. LEGAL PROCEEDINGS

We are involved in the legal proceedings described in Part II, Item 8, Note 10 and Part II, Item 8, Note 13 to our Consolidated Financial Statements and, from time to time, various routine legal proceedings and claims arising from the ordinary course of our business. These primarily involve tax assessments, disputes with former employees and contract labor, commercial claims, product liability claims, personal injury claims and workers’ compensation claims. Management cannot predict the outcome of legal proceedings and claims with certainty. Nevertheless, management believes that the outcome of legal proceedings and claims, which are pending or known to be threatened, even if determined adversely, will not, either individually or in the aggregate, have a material adverse effect on our results of operations, cash flows or financial condition, except as otherwise described in Part II, Item 8, Note 10 and Part II, Item 8, Note 13 of our Consolidated Financial Statements.


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ITEM 4. MINE SAFETY DISCLOSURES

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.

Information about our Executive Officers

Below is information about each person who was or is an executive officer as of September 30, 2022, and as of the date of the filing of this report. The table sets forth each person’s name, position and age as of the date of the filing of this report.

Name

Age

Position

Kevin S. Crutchfield

President and Chief Executive Officer and Director

Lorin Crenshaw

Chief Financial Officer

Mary L. Frontczak

Chief Legal and Administrative Officer and Corporate Secretary

George J. Schuller

Chief Operations Officer

James D. Standen

Chief Commercial Officer

Kevin S. Crutchfield, President and Chief Executive Officer and Director, joined Compass Minerals and assumed his current position in May 2019. Mr. Crutchfield also serves as member of our Board of Directors. Prior to joining Compass Minerals, Mr. Crutchfield served as CEO and member of the board of directors of Alpha Metallurgical Resources, Inc. (f/k/a Contura Energy, Inc.), a publicly traded, leading coal supplier, since the company’s inception in 2016. Previously, he served as CEO from 2009 to 2016 and chairman from 2012 to 2016 of Alpha Natural Resources, Inc., a coal producer. From 2003 to 2009, he held roles of increasing responsibility at Alpha Natural Resources. Prior to Alpha Natural Resources, Mr. Crutchfield spent over 15 years working at El Paso Corporation, a natural gas and energy provider, as well as other coal and gas producers. He also previously served on the Board of Directors of Couer Mining Inc.

Lorin Crenshaw, Chief Financial Officer, joined Compass Minerals and assumed his current position in December 2021. Prior to joining Compass Minerals, Mr. Crenshaw served as Chief Financial Officer at Orion Engineered Carbons S.A., a global supplier of specialty and high-performance carbon black, from 2019 to 2021. From 2016 to 2019, Mr. Crenshaw served as the Chief Financial Officer of the global lithium business of Albemarle Corporation, a specialty chemicals manufacturing company. Prior to that role, he held positions of increasing responsibility at Albemarle, including as Treasurer and Head of Investor Relations from 2009 to 2016. His experience also includes over 10 years as an equity and debt investor, respectively, at Citigroup Asset Management and PGIM Private Capital, formerly Prudential Capital Group.

Mary L. Frontczak, Chief Legal and Administrative Officer and Corporate Secretary, joined Compass Minerals in November 2019 and assumed her current position in February 2020. Prior to her current role, she served as the Company’s Chief Legal Officer and Corporate Secretary. Before joining Compass Minerals, Ms. Frontczak had served as Senior Vice President and General Counsel of POET LLC, an ethanol and other biorefined products producer, since 2017. Prior to POET, she headed the legal department at Bunge North America, an agribusiness and food ingredient company, from 2015 to 2017 and held roles of increasing responsibility at Peabody Energy Corporation, the world’s largest private sector coal company, from 2005 to 2015 and The May Department Store Company from 1996 to 2005. Her experience also includes five years in private practice.

George J. Schuller, Chief Operations Officer, joined Compass Minerals and assumed his current position in September 2019. Prior to joining the Company, Mr. Schuller spent more than three decades working at Peabody Energy Corporation, the world’s largest private sector coal company. While at Peabody Energy, he served both surface and underground mining operations in the United States and Australia, most recently serving as President-Australia from 2017 to 2019 and Chief Operating Officer-Australia from 2013 to 2017. Prior to those positions, Mr. Schuller served in roles of increasing responsibility at Peabody Energy, gaining experience in continuous improvement and technical services in the areas of health, safety, operations, sales and marketing, product delivery and support functions.

James D. Standen, Chief Commercial Officer, joined Compass Minerals in April 2006 and assumed his current position in December 2021. Prior to this position, Mr. Standen served as the Company’s Chief Financial Officer beginning August 2017 and as Interim Chief Financial Officer and Treasurer starting in April 2017. He also served as the Company’s Vice President, Finance and Treasurer from October 2016 to April 2017, as Treasurer from July 2011 to October 2016 and as Assistant Treasurer from April 2006 to June 2011. Prior to joining the Company, Mr. Standen spent six years at Kansas City Southern in various finance roles after spending two years with the public accounting firm Mayer Hoffman McCann P.C.


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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK DATA

Our common stock, $0.01 par value, trades on the New York Stock Exchange under the symbol CMP.

HOLDERS

On December 7, 2022, the number of holders of record of our common stock was 263.

DIVIDEND POLICY

We intend to pay quarterly cash dividends on our common stock. On November 15, 2022, the Board of Directors declared a quarterly cash dividend of $0.15 per share on the Company’s outstanding common stock. The dividend will be paid on December 20, 2022, to stockholders of record as of the close of business on December 9, 2022. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, legal requirements, capital allocation strategy, restrictions in our debt agreements and other factors our Board of Directors deems relevant.

ITEM 6. RESERVED

Part II, Item 6 is no longer required as the SEC has adopted certain amendments to Regulation S-K that eliminate Item 301 of Regulation S-K.


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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements in this discussion regarding the industry outlook, our expectations for the future performance of our business, and the other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Item 1A, “Risk Factors.” You should read the following discussion together with Item 1A, “Risk Factors” and the Consolidated Financial Statements and Notes thereto included elsewhere in this report.

COMPANY OVERVIEW

Compass Minerals is a leading provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. Our Salt segment products help keep roadways safe during winter weather and are used in numerous other consumer, industrial and agricultural applications. Our Plant Nutrition segment is the leading North American producer of sulfate of potash, which is used in the production of specialty fertilizers for high-value crops and turf. As of September 30, 2022, we operate 12 production and packaging facilities with nearly 2,000 personnel throughout the U.S., Canada and the U.K , including:

•The largest rock salt mine in the world in Goderich, Ontario, Canada;

•The largest dedicated rock salt mine in the U.K. in Winsford, Cheshire;

•A solar evaporation facility located near Ogden, Utah, which is both the largest sulfate of potash specialty fertilizer production site and the largest solar salt production site in the Western Hemisphere; and

•Several mechanical evaporation facilities producing consumer and industrial salt.

We concluded that certain of our assets met the criteria for classification as held for sale and discontinued operations in the first quarter of 2021, as discussed further in the “Discontinued Operations” section below. As a result, we are presenting two reportable segments, Salt and Plant Nutrition (which was previously known as the Plant Nutrition North America segment) in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See Item 8, Note 14 to our Consolidated Financial Statements for more information. Unless otherwise indicated, the information and amounts provided in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” pertain to continuing operations.

Our Salt segment provides highway deicing salt to customers in North America and the U.K. as well as consumer deicing and water conditioning products, ingredients used in consumer and commercial food preparation, and other salt-based products for consumer, industrial, chemical and agricultural applications in North America. In the U.K., we operate a records management business utilizing excavated areas of our Winsford salt mine with one other location in London, England.

Our Plant Nutrition segment produces and markets SOP products in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses. We market our SOP under the trade name Protassium+.

We focus on building intrinsic value by growing our earnings before interest, taxes, depreciation and amortization (“EBITDA”) and by improving our asset quality. We can employ our operating cash flow and other sources of liquidity to pay dividends, re-invest in our business, pay down debt and make acquisitions.

Discontinued Operations

During fiscal 2020, we initiated an evaluation of the strategic fit of certain of our businesses. On February 16, 2021, we announced our plan to restructure our former Plant Nutrition South America segment to enable targeted and separate sales processes for each portion of the former segment, including our chemicals and specialty plant nutrition businesses along with our equity method investment in Fermavi. Concurrently, to optimize our asset base in North America, we evaluated the strategic fit of our North America micronutrient product business. On March 16, 2021, our Board of Directors approved a plan to sell our South America chemicals and specialty plant nutrition businesses, our investment in Fermavi and our North America micronutrient product business (collectively, the “Specialty Businesses”) with the goal of reducing our leverage and enabling increased focus on optimizing our core businesses.

As described further in Item 8, Note 1 and Note 3 to our Consolidated Financial Statements, on March 23, 2021, April 7, 2021, June 28, 2021 and April 20, 2022, we entered into definitive agreements to sell our South America specialty plant nutrition business, a component of our North America micronutrient business, our Fermavi investment and our South America chemicals business, respectively. The South America specialty plant nutrition business sale closed on July 1, 2021, the North America micronutrient sale closed on May 4, 2021, the sale of our Fermavi investment closed on August 20, 2021 and the sale of the South America chemicals business closed on April 20, 2022.

We believe these dispositions were conducted through a single disposal plan representing a strategic shift that has had a material effect on our operations and financial results. Consequently, the Specialty Businesses qualify for presentation as assets and liabilities held for sale and discontinued operations in accordance with U.S. GAAP. Accordingly, current and noncurrent assets and liabilities of the Specialty Businesses are presented in the Consolidated Balance Sheets as assets and liabilities held


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for sale as of September 30, 2021 and their results of operations are presented as discontinued operations in the Consolidated Statements of Operations for each period presented.

Change in Fiscal Year

On June 23, 2021, our Board of Directors approved a change in our fiscal year end from December 31 to September 30. As a result, our results of operations, cash flows and all transactions impacting shareholders equity presented in this Annual Report on Form 10-K are for the twelve months ended September 30, 2022 (“fiscal 2022”), the nine month transition period ended September 30, 2021 (“fiscal 2021”) and the twelve months ended December 31, 2020 (“fiscal 2020”), unless otherwise noted. As such, our fiscal year 2022, or fiscal 2022, refers to the period from October 1, 2021 to September 30, 2022.

This Annual Report on Form 10-K also includes an unaudited Consolidated Statement of Operations for the comparable twelve month period of October 1, 2020 to September 30, 2021 and nine month period of January 1, 2020 to September 30, 2020; see Item 8, Note 19 to our Consolidated Financial Statements for additional information.

The discussion below provides a comparison of (1) the twelve months ended September 30, 2022 to the twelve months ended September 30, 2021 and (2) the nine months ended September 30, 2021 to the nine-month period ended September 30, 2020. All information for the twelve months ended September 30, 2021 and the nine-month period ended September 30, 2020 is unaudited.

Consolidated Results of Operations

* Refer to “—Reconciliation of Net Earnings to EBITDA and Adjusted EBITDA” for a reconciliation to the most directly comparable U.S. GAAP financial measure and the reasons we use this non-U.S. GAAP measure.

CONSOLIDATED RESULTS COMMENTARY: Twelve Months Ended September 30, 2021 – Twelve Months Ended September 30, 2022

•Total sales increased $98.3 million, due to an increase in the Salt segment, which was partially offset by a decrease in the Plant Nutrition segment.

•Operating earnings decreased 60%, or $64.2 million, due to lower operating earnings in our Salt segment and higher corporate expenses, which was partially offset by higher Plant Nutrition segment earnings.

•Diluted earnings per share decreased $2.10 to a loss of $1.10.

•EBITDA* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* decreased 22%, or $52.3 million.


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CONSOLIDATED RESULTS COMMENTARY: Nine Months Ended September 30, 2020 – Nine Months Ended September 30, 2021

•Total sales increased $140.9 million, due to increases in both the Salt and Plant Nutrition segments.

•Operating earnings increased 5%, or $4.1 million, due to higher operating earnings in our Salt segment, which was partially offset by lower Plant Nutrition segment earnings and higher corporate expenses.

•Diluted earnings per share decreased 27%, or $0.21.

•EBITDA* adjusted for items management believes are not indicative of our ongoing operating performance (“Adjusted EBITDA”)* increased 6%, or $9.4 million.

GROSS PROFIT & GROSS MARGIN COMMENTARY: Twelve Months Ended September 30, 2021 – Twelve Months Ended September 30, 2022

Gross Profit: Decreased 15%, or $33.4 million; Gross Margin decreased 4% percentage points from 20% to 16%

•Salt segment gross profit decreased $59.7 million primarily due to higher per-unit logistics and product costs, which were partially offset by higher sales volumes (see “—Operating Segment Performance—Salt” for additional information).


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•Gross profit for the Plant Nutrition segment increased $26.3 million due to higher average sales prices, which were partially offset by lower sales volumes and higher per-unit product costs (see “—Operating Segment Performance—Plant Nutrition” for additional information).

GROSS PROFIT & GROSS MARGIN COMMENTARY: Nine Months Ended September 30, 2020 – Nine Months Ended September 30, 2021

Gross Profit: Increased 6%, or $10.4 million; Gross Margin decreased 2 percentage points from 23% to 21%

•Salt segment gross profit increased $17.5 million primarily due to higher sales volumes, which were partially offset by lower average sales prices (see “—Operating Segment Performance—Salt” for additional information).

•Gross profit for the Plant Nutrition segment decreased $7.6 million due to higher per-unit product costs, which was partially offset by higher sales volumes and average sales prices (see “—Operating Segment Performance—Plant Nutrition” for additional information).

OTHER EXPENSES AND INCOME COMMENTARY: Twelve Months Ended September 30, 2021 – Twelve Months Ended September 30, 2022

SG&A: Increased $30.8 million; Increased 1.7 percentage points as a percentage of sales to 12.4% from 10.7%

•The increase in SG&A expense was primarily due to the fiscal 2022 accrued settlement and increased legal expenses related to the recently completed SEC investigation, costs related to our lithium development and increased employee compensation costs which include executive transition costs.

Interest Expense: Decreased $4.6 million to $55.2 million

•The decrease was primarily due to a decrease in outstanding borrowings.

Gain (Loss) on Foreign Exchange: Improved $20.5 million from a loss of $5.6 million to a gain of $14.9 million in 2022

•We realized a foreign exchange gain of $14.9 million for the twelve months ended September 30, 2022 compared to a loss of $5.6 million in the comparable period for the prior year due primarily to changes in translating our intercompany loans from Canadian dollars to U.S. dollars.

Net Loss in Equity Investees: Increased $4.7 million to $5.2 million

•We realized a net loss in equity investees of $5.2 million for the twelve months ended September 30, 2022 compared to $0.5 million in the comparable period for the prior year due to our share of losses related to our equity investments in the current period.

Other Income, Net: Increased $0.1 million from income of $0.2 million to income of $0.3 million

•Other income, net primarily reflects an increase in investment income, which was offset by losses in our deferred compensation plan in fiscal 2022.

Income Tax Expense from Continuing Operations: Increased $29.2 million to $35.0 million

•The increase in income tax expense was due to a $37.5 million of valuation allowance recorded in the twelve months ended September 30, 2022 against the portion of our deferred tax assets that are no longer considered more likely than not to be realized, partially offset by a decrease due to lower pretax book income for the twelve months ended September 30, 2022 compared to the twelve months ended September 30, 2021.


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•Our effective tax rate decreased from 14% for the twelve months ended September 30, 2021, reflecting $37.5 million of valuation allowance recorded in fiscal 2022 on pretax book losses. See Item 1, Note 10 to the Consolidated Financial Statements.

•Our income tax provision in both periods differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, nondeductible executive compensation, foreign income, mining and withholding taxes and interest expense recognition differences for tax and financial reporting purposes. Our provision for the twelve months ended September 30, 2022 also included valuation allowances and nondeductible contingent loss accrual. Our provision for the twelve months ended September 30, 2021 also included global intangible low-taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”).

Net (Loss) Earnings from Discontinued Operations: Increased from a loss of $220.8 million to income of $12.2 million

•The net earnings from our discontinued operations for the twelve months ended September 30, 2022 includes only the results from our chemicals business in South America through the April 20, 2022 sale date, but includes the results of all the South America businesses and the North America specialty plant nutrition business for the twelve months ended September 30, 2022.

•The current period results of the South America chemicals business includes a foreign currency exchange rate gain of $17.5 million offset by an impairment loss of $23.1 million compared to the prior period foreign currency exchange rate gain of $11.3 million and net impairment loss of $269.4 million to record the net assets of the South America businesses at their fair value less cost to sell net of a gain on the sale of the Plant Nutrition micronutrient business. Refer to Item 1, Note 3 to the Consolidated Financial Statements for additional details.

OTHER EXPENSES AND INCOME COMMENTARY: Nine Months Ended September 30, 2020 – Nine Months Ended September 30, 2021

SG&A: Increased $6.3 million; Decreased 1.3 percentage points as a percentage of sales to 11.1% from 12.4%

•The increase in SG&A expense was primarily due to higher corporate professional services expense and costs incurred related to our lithium resource assessment.

Interest Expense: Decreased $2.9 million to $44.3 million

•The decrease was primarily due to lower debt levels.

Gain on Foreign Exchange: Decreased $10.2 million from a gain of $10.8 million to a gain of $0.6 million in fiscal 2021

•The decrease of $10.2 million was due primarily to changes in foreign currency exchange rates on our non U.S. dollar denominated intercompany loans between our U.S. and foreign subsidiaries.

Net Loss in Equity Investees: Increased to $0.5 million

•We realized a net loss in equity investees of $0.5 million for the twelve months ended September 30, 2021.

Other Expense, Net: Increased $0.6 million from expense of $0.3 million to income of $0.3 million

•The decrease in other expense, net is primarily due to fees related to our U.S. securitization facility in 2020 and higher interest income in fiscal 2021.

Income Tax Expense from Continuing Operations: Increased $3.9 million to $14.2 million

•Income tax expense increased by $3.9 million and our effective tax rate increased from 27% in fiscal 2020 to 40% in fiscal 2021 due primarily to valuation allowances on state income tax credits and state excess interest expense deferred tax assets and remeasurement of deferred taxes due to the tax rate increase in the UK.

•Our income tax provision in both periods differs from the U.S. statutory rate primarily due to U.S. statutory depletion, state income taxes, foreign income, mining and withholding taxes, “GILTI” and interest expense recognition differences for tax and financial reporting purposes. Our fiscal 2021 income tax provision also included “BEAT”.

Net (Loss) Earnings from Discontinued Operations: Decreased $241.3 million to $(234.2) million

•The net loss from discontinued operations includes losses of $189.0 million and $20.8 million recognized from the sale of the South America specialty nutrition business and our investment in Fermavi, respectively, including the realization of the currency translation adjustment (“CTA”) which had accumulated due to the significant weakening of the Brazilian real. An impairment loss, as required by U.S. GAAP, of approximately $90.2 million also negatively impacted earnings from discontinued operations due to a change in fair value less estimated costs to sell our South America chemicals business, which also considers the CTA related to this business. These losses were partially offset by a gain recognized for the sale of a component of the North America product micronutrient business in May 2021 of


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$30.6 million.

•Our operating earnings for our South America chemicals and specialty plant nutrition businesses decreased by $3.1 million and the North America micronutrient product business improved by $0.7 million. The improvements in our South America businesses were due to lower sales volumes, which were partially offset by higher average sales prices. The North America micronutrient product business increased primarily due to higher sales volumes, which were partially offset by lower average sales prices and the write off of the remaining inventory that was not included in the sale of the business.

OPERATING SEGMENT PERFORMANCE

The following financial results represent consolidated financial information with respect to sales from our Salt and Plant Nutrition segments for the twelve months ended September 30, 2022 and 2021 and the nine months ended September 30, 2021 and 2020. Sales primarily include revenue from the sales of our products, or “product sales,” and the impact of shipping and handling costs incurred to deliver our salt and plant nutrition products to our customers.

The results of operations of the consolidated records management business and other incidental revenues include sales of $11.5 million, $8.7 million and $10.1 million for fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. These sales are not material to our consolidated financial results and are not included in the following operating segment financial data.

SALT SEGMENT RESULTS


	Twelve Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2021		September 30, 2020
Salt Sales (in millions)	$	1,010.3	$	899.6	$	671.1	$	550.9
Salt Operating Earnings (in millions)	$	116.2	$	177.7	$	133.2	$	116.5
Salt Sales Volumes (thousands of tons)
Highway deicing	10,435		9,295		7,091		5,330
Consumer and industrial	2,122		1,997		1,419		1,327
Total tons sold	12,557		11,292		8,510		6,657
Average Salt Sales Price (per ton)
Highway deicing	$	61.34	$	61.40	$	62.08	$	64.41
Consumer and industrial	$	174.45	$	164.67	$	162.78	$	156.42
Combined	$	80.45	$	79.67	$	78.87	$	82.75

SALT SEGMENT RESULTS COMMENTARY: Twelve Months Ended September 30, 2021 – Twelve Months Ended September 30, 2022

•Salt sales increased 12%, or $110.7 million, due to higher Salt sales volumes and average sales prices.

•Salt sales volumes increased 11%, or 1,265,000 tons, and contributed approximately $90.6 million to the increase in sales. Highway deicing sales volumes increased 12% primarily as a result of an increase in sales commitments. Consumer and industrial sales volumes increased 6% due to an increase in both deicing and non-deicing sales volumes.

•Salt average sales price increased 1% and contributed approximately $20.1 million to the increase in sales due to higher consumer and industrial average sales prices.

•Highway deicing average sales prices were relatively flat when compared to the prior year as lower North American highway deicing contract prices for the 2022 winter season and the weaker pound sterling were mostly offset by favorable product sales mix. Consumer and industrial average sales prices increased 6% due to higher sales prices primarily in response to the high inflationary environment.

•Salt operating earnings decreased 35%, or $61.5 million, due primarily to higher per-unit product and logistics costs. We are experiencing higher freight costs and inflationary pressures for certain materials and supplies that were not recovered through increased sales prices during the period. The Company estimates increased Salt product cost of approximately $15.5 million to $17.5 million during fiscal 2022 due to inflation impacts. Additionally, as a result of a maintenance outage at our Cote Blanche mine during the three months ended March 31, 2022, we incurred approximately $9.2 million of additional product and logistics costs to fulfill seasonal demand with salt from other sources. Higher sales volumes compared to the prior period partially offset the higher costs.


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SALT SEGMENT RESULTS COMMENTARY: Nine Months Ended September 30, 2020 – Nine Months Ended September 30, 2021

•Salt sales increased 22%, or $120.2 million, due to higher Salt sales volumes, which was partially offset by lower average sales prices.

•Salt sales volumes increased 28%, or 1,853,000 tons, and contributed approximately $128 million to the increase in sales. Highway deicing sales volumes increased 33% primarily as a result of an increase in winter weather activity in February 2021 in the U.S. and the first quarter of 2021 in the U.K. Consumer and industrial sales volumes increased 7% due to an increase in both deicing sales volumes and non-deicing volumes primarily due to an increase in winter weather events and the impact of the COVID-19 pandemic in the prior period.

•Salt average sales price decreased 5% and partially offset the increase in sales by approximately $8 million due to lower highway average sales prices.

•Highway deicing average sales prices decreased 4%, due to lower North American highway deicing contract prices for the 2020-2021 winter season. Consumer and industrial average sales prices increased 4% due to product sales mix and price increases.

•Salt operating earnings increased 14%, or $16.7 million, due to higher highway deicing sales volumes. The increase in operating earnings was partially offset by lower average sales prices and higher per-unit product costs at our consumer and industrial facilities primarily due to lower production volumes and inflationary pressure on certain raw materials and packaging.

PLANT NUTRITION RESULTS


	Twelve Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2021		September 30, 2020
Plant Nutrition Sales (in millions)	$	222.3	$	235.0	$	156.8	$	137.2
Plant Nutrition Operating Earnings (in millions)	$	37.1	$	9.1	$	5.8	$	12.0
Plant Nutrition Sales Volumes (thousands of tons)	286		403		261		238
Plant Nutrition Average Sales Price (per ton)	$	777	$	583	$	602	$	577

PLANT NUTRITION RESULTS COMMENTARY: Twelve Months Ended September 30, 2021 – Twelve Months Ended September 30, 2022

•Plant Nutrition sales decreased 5%, or $12.7 million, due to lower sales volumes, which was partially offset by higher average sales prices.

•Plant Nutrition sales volumes decreased 29%, or 117,000 tons, as feedstock inconsistencies over the past year have reduced production volumes and available inventory levels. The lower sales volumes resulted in a sales decline of approximately $68.2 million.

•Plant Nutrition average sales prices increased 33% and increased sales by approximately $55.5 million.

•Plant Nutrition operating earnings increased 308%, or $28.0 million primarily due to significantly higher average sales prices, which were partially offset by reduced sales volumes due to inventory constraints and higher per-unit product and logistics costs primarily due to lower production volumes at our Ogden facility as well as approximately $5 million to $7 million of higher energy and other input costs.

PLANT NUTRITION RESULTS COMMENTARY: Nine Months Ended September 30, 2021 – Nine Months Ended September 30, 2022

•Plant Nutrition sales increased 14%, or $19.6 million, due to higher sales volumes and average sales prices.

•Plant Nutrition sales volumes increased 10%, or 23,000 tons, and increased sales by approximately $13 million. The volume increase primarily reflects the prior year delayed and weaker fall application of SOP and solid demand in the current year in anticipation of increasing sales prices.

•Plant Nutrition average sales prices increased 4% and increased sales by approximately $7 million.

•Plant Nutrition operating earnings decreased 52%, or $6.2 million primarily due to higher per-unit product costs due to lower production yields and volumes, which primarily resulted from a lower quality pond harvest at our Ogden facility. The higher per-unit product costs were partially offset by higher average sales prices, higher sales volumes, lower per-unit shipping and handling costs due to a higher mix of direct shipments to customers compared to the prior year and lower SG&A expenses.


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OUTLOOK

•We expect Salt segment sales volumes and EBITDA to range from 11.35 million to 12.2 million tons and $215 million to $255 million, respectively, in fiscal year 2023.

•Plant Nutrition segment sales volumes and EBITDA are expected to range from 265,000 to 295,000 tons and $55 million to $70 million, respectively, in fiscal year 2023.

•Fiscal year 2023 capital expenditures are expected to be in the $175 million to $230 million range which includes $75 million to $120 million for our Lithium project.

Investments, Liquidity and Capital Resources

Overview

As a holding company, CMI’s investments in its operating subsidiaries constitute substantially all of its assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our operating assets. The principal source of cash needed to pay our obligations is the cash generated from our subsidiaries’ operations and their borrowings. Furthermore, we must remain in compliance with the terms of the credit agreement governing our credit facilities, including the consolidated total net leverage ratio and interest coverage ratio, in order to pay dividends to our stockholders. We must also comply with the terms of our indentures governing our 4.875% Senior Notes due July 2024 (the “4.875% Notes”) and our 6.75% Senior Notes due December 2027 (the “6.75% Notes), which limit the amount of dividends we can pay to our stockholders. We are in compliance with our debt covenants as of September 30, 2022. See Item 8, Note 12 to our Consolidated Financial Statements for a discussion of our outstanding debt.

Historically, our cash flows from operating activities have generally been adequate to fund our basic operating requirements, ongoing debt service and sustaining investment in our property, plant and equipment. We have also used cash generated from operations to fund capital expenditures which strengthen our operational position, to pay dividends, to fund smaller acquisitions and to repay our debt. We have been able to manage our cash flows generated and used across Compass Minerals to permanently reinvest earnings in our foreign jurisdictions or efficiently repatriate those funds to the U.S. As of September 30, 2022, we had $21.0 million of cash and cash equivalents (in our Consolidated Balance Sheets) that was either held directly or indirectly by foreign subsidiaries. Due in large part to the seasonality of our deicing salt business, we have experienced large changes in our working capital requirements from quarter to quarter. Historically, our working capital requirements have been the highest in the first fiscal quarter (ending December 31) and lowest in the third fiscal quarter (ending June 30). When needed, we may fund short-term working capital requirements by accessing our $300 million revolving credit facility and our $100 million revolving accounts receivable financing facility (our “AR Facility”).

Notwithstanding our strategic decision to exit our South America chemicals and specialty plant nutrition businesses, as discussed in Item 8, Note 1 and Note 3 to our Consolidated Financial statements, we have historically considered the undistributed earnings of our foreign subsidiaries to be permanently reinvested. As a result of U.S. tax reform, we revised our permanently reinvested assertion and we now expect to repatriate approximately $150 million of unremitted foreign earnings on which $4.6 million of income tax expense has been recorded for foreign withholding tax and state income taxes as of September 30, 2022. Additionally, we changed our permanently reinvested assertion and repatriated $42.5 million of unremitted foreign earnings from our U.K. operations in September 2021 on which $0.1 million of income tax expense was recorded during fiscal 2021. In fiscal 2022, the Company changed its permanently reinvested assertion and now expects to repatriate an additional approximately $10 million of unremitted foreign earnings on which $0.1 million of income tax benefit was recorded during fiscal 2022. Due to our ability to generate adequate levels of U.S. cash flow on an annual basis, it is our current intention to continue to reinvest the remaining undistributed earnings of our foreign subsidiaries indefinitely. We review our tax circumstances on a regular basis with the intent of optimizing cash accessibility and minimizing tax expense. As of September 30, 2022, we have $147.5 million of outside basis differences for which no deferred taxes have been recorded. See Item 8, Note 10 to our Consolidated Financial Statements for additional information.

In addition, the amount of permanently reinvested foreign earnings is influenced by, among other things, the profits generated by our foreign subsidiaries and the amount of investment in those same subsidiaries. The profits generated by our U.S. and foreign subsidiaries are impacted by the transfer price charged on the transfer of our products between them. As discussed in Item 8, Note 10 to our Consolidated Financial Statements, our calculated transfer price on certain products between one of our foreign subsidiaries and a domestic subsidiary has been challenged by Canadian federal and provincial governments. Canadian provincial taxing authorities continue to challenge our transfer prices of certain items. The final resolution of these challenges may not occur for several years. We currently expect the outcome of these matters will not have a material impact on our results of operations. However, it is possible the resolution could materially impact the amount of earnings attributable to our foreign subsidiaries, which could impact the amount of permanently reinvested foreign earnings. See Item 8, Note 10 to our Consolidated Financial Statements for a discussion regarding our Canadian tax reassessments.

Principally due to the nature of our deicing business, our cash flows from operations have historically been seasonal, with the majority of our cash flows from operations generated during the first half of the calendar year (see “—Seasonality” for more


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information). When we have not been able to meet our short-term liquidity or capital needs with cash from operations, whether as a result of the seasonality of our business or other causes, we have met those needs with borrowings under our revolving credit facility. We expect to meet the ongoing requirements for debt service, any declared dividends and capital expenditures related to our Salt and Plant Nutrition businesses from these sources. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

As discussed in Item 8, Note 3 to our Consolidated Financial Statements and Item 7, we have disposed of our South America specialty plant nutrition business, equity method investment in Fermavi, our North America micronutrient business and our South America chemicals business for cash proceeds totaling approximately $409.8 million ($348.6 million in fiscal 2021 and $61.2 million in fiscal 2022), net of debt assumed by ICL Brasil Ltda., a post-closing adjustment and cash on hand transferred to the buyer (both related to the sale of our South America chemicals business) and associated selling costs. On April 7, 2022, we received the maximum earnout possible under the terms of the South America specialty plant nutrition sale, or $18.5 million based on exchange rates at the time of receipt. An additional R$30 million of deferred purchase price for Fermavi was also receivable over the four years following the sale (R$7.5 million was received in fiscal 2022).

We manage our capital allocation considering our long-term strategic objectives and required spending to sustain the business. We announced on November 15, 2021, that we are reducing our dividend by approximately 80% to provide additional liquidity to support the business and invest in strategic expansion opportunities. While our equipment and facilities are generally not impacted by rapid technology changes, our operations require refurbishments and replacements to maintain structural integrity and reliable production and shipping capabilities. When possible, we incorporate efficiency, environmental and safety improvement capabilities into our routine capital projects and we plan the timing of larger projects to balance with our liquidity and capital resources. Changes in our operating cash flows may affect our future capital allocation and spending.

In fiscal 2022, we spent approximately $96.7 million on capital expenditures including approximately $15 million to upgrade the barge dock at our Cote Blanche mine, which incorporated efficiency and safety features into the design. During fiscal 2023, we expect to spend between $100 million and $110 million of sustaining capital in our Salt and Plant Nutrition businesses, including approximately $10 million to $15 million towards the Goderich long-term mine plan.

Additionally, we continued to develop our recently identified lithium resource at our Ogden facility and spent approximately $2.6 million of capital in fiscal 2022 towards the development phase of this sustainable lithium development project. For fiscal 2023, we have allocated between $75 million and $120 million for further development. We expect to achieve market entry with a lithium product by 2025 and expect significant capital and other expenditures would be required to achieve this market entry; however, the full amount of this expenditure is currently unknown and will depend on a number of factors, including the outcome of further engineering and design plans. For more information, see Item 1A, “Risk Factors.”

On October 18, 2022, the Company received aggregate gross proceeds of approximately $252 million from Koch Minerals & Trading, LLC (“KM&T”) as part of a strategic equity partnership. The Company expects to use approximately $200 million of the proceeds from the private placement to advance the first development phase of the lithium project. The Company expects to use the remaining $52 million of proceeds, less transaction expenses, to reduce debt. For additional information, see Item 8, Note 21.

In connection with our strategy to strengthen and grow its essential minerals businesses, on November 2, 2021, we announced a $45 million equity investment in Fortress North America, LLC (“Fortress”), building upon a previous $5 million investment. As of September 30, 2022, we had invested $50 million in Fortress in exchange for an ownership interest of approximately 45%. Fortress is a development stage company that intends to achieve commercialization of its magnesium chloride-based fire-retardant products to help combat wildfires. We may make further investments or make other acquisitions to grow our business.


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The table below provides a summary our cash flows by category and period ended.


Fiscal Year Ended	Nine Months Ended	Fiscal Year Ended
September 30, 2022	September 30, 2021	December 31, 2020
Operating Activities:
Net cash flows provided by operating activities were $120.5 million. »Net losses were $25.1 million. »Non-cash depreciation and amortization expense was $113.7 million. »Non-cash impairment loss was $23.1 million. »Non-cash stock-based compensation was $15.7 million. »Non-cash net loss in equity investees was $5.2 million. »Non-cash loss on disposition of assets was $3.7 million. »Working capital items were a use of operating cash flows of $9.4 million.	Net cash flows provided by operating activities were $162.7 million. »Net losses were $213.3 million. »Non-cash depreciation and amortization expense was $94.6 million. »Non-cash impairment loss was $300.0 million. »Non-cash gain on disposition of assets of $27.3 million, including $30.6 million from the sale of a component of our North America micronutrient business. »Working capital items were a source of operating cash flows of $46.7 million.	Net cash flows provided by operating activities were $175.2 million. »Net earnings were $63.1 million. »Non-cash depreciation and amortization expense was $137.9 million. »Working capital items were a use of operating cash flows of $46.3 million.
Investing Activities:
Net cash flows used in investing activities were $80.0 million. »Net cash flows used in investing activities included $96.7 million of capital expenditures. »Investing activity outflows were partially offset by proceeds of $61.2 million from the sale of our South America specialty chemicals business and specialty plant nutrition earnout. »Included investments in equity method investees of $46.3 million.	»Net cash flows provided by investing activities included proceeds of $348.6 million from the sale of our South America specialty plant nutrition business ($289.5 million), a component of our North America micronutrient business ($56.2 million) and our Fermavi investment ($2.9 million). »Investing proceeds were offset by $71.8 million of capital expenditures.	Net cash flows used in investing activities were $88.2 million. »Included $84.9 million of capital expenditures.
Financing Activities:
Net cash flows used in financing activities were $14.3 million. »Included payments of dividends of $20.8 million. »Net proceeds from the issuance of debt of $9.9 million.	Net cash flows used in financing activities were $439.6 million. »Included payments of dividends of $73.1 million. »Net payments on our debt of $365.8 million.	Net cash flows used in financing activities were $96.2 million. »Included net proceeds from the issuance of debt of $6.9 million, payments of dividends of $99.1 million and payments of $1.0 million related to deferred financing costs.

As mentioned above, our Salt segment’s business is seasonal and our Salt segment results and working capital needs are heavily impacted by the severity and timing of the winter weather, which generally occurs from December through March each year. Customers tend to replenish their inventory prior to the start of the winter season and following snow events, consequently the number and timing of snow events during the winter season will impact the amount of our accounts receivable and inventory at the end of each quarter. The higher accounts receivable balance as of September 30, 2022, as compared to September 30, 2021, reflects higher sales in the fourth fiscal quarter due to higher preseason deicing demand and higher SOP pricing in the current period. The higher sales activity and increased costs resulted in a higher level of current liabilities as of September 30, 2022 as compared to September 30, 2021. The working capital reduction for the nine months ended September 30, 2021 reflects the collection of the prior winter season accounts receivable and subsequent rebuilding of inventory in advance of the next winter season. The working capital increase as of December 31, 2020 over the prior year reflected a later start of winter weather events which resulted in lower replenishment demand and accounts receivable balances with higher inventory levels than the prior year.

Dispositions

On March 23, 2021, we entered into a definitive agreement to sell our South America specialty plant nutrition business to ICL Brasil Ltda., a subsidiary of ICL Group Ltd. The transaction closed on July 1, 2021. Upon closing we recorded gross proceeds of approximately $421.1 million, including a reduction in proceeds of $6.2 million in working capital adjustments


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which were finalized during the third quarter of fiscal 2021 and associated selling costs of $8.4 million, comprised of a cash payment of approximately $318.4 million and an additional $102.7 million in net debt assumed by ICL Brasil Ltd. The Brazilian debt was deducted from gross proceeds from the transaction. The terms of the definitive agreement provided for an additional earnout payment of up to R$88 million Brazilian reais. On April 7, 2022, we received the maximum earnout possible under the terms of the sale, of $18.5 million based on exchange rates at the time.

On April 7, 2021, we entered into a definitive agreement to sell a component of our North America micronutrient business to Koch Agronomic Services, LLC, a subsidiary of Koch Industries. On May 4, 2021, we completed the sale for approximately $56.7 million and we paid fees totaling $0.5 million.

On June 28, 2021, we entered into a definitive agreement to sell our investment in Fermavi for R$45 million Brazilian reais (including R$30 million Brazilian reais of deferred purchase price due in annual installments through August 2025). The transaction closed on August 20, 2021, and we received gross proceeds of approximately $2.9 million (based on exchange rates at the time of closing).

On April 20, 2022, we completed the sale of our South America chemicals business to a subsidiary of Cape Acquisitions LLC. Upon closing of the all-cash sale, we received gross proceeds of approximately $51.5 million based on exchange rates at the time of receipt, including a post-closing adjustment and compensation for $6.4 million cash on hand that transferred to the buyer. The sale included all of our remaining operations in Brazil, concluding the previously announced plan to exit the South American market.

We recorded losses on the sales of the South American specialty plant nutrition business, the investment in Fermavi and the South America chemicals business totaling approximately $323.1 million. These losses were partially offset by approximately $30.6 million of gain from the sale of a component of the North America micronutrient business.

Capital Resources

We believe our ongoing primary sources of liquidity will continue to be cash flow from operations and borrowings under our revolving credit facility. We believe that our current banking syndicate is secure and believe we will have access to our entire revolving credit facility. We expect that ongoing requirements for debt service and committed or sustaining capital expenditures will primarily be funded from these sources while approximately $200 million of the approximately $252 million of proceeds received from the October 18, 2022 private placement of common stock with KM&T will fund the capital expenditure needs of our planned lithium development over the next two years with the remaining approximately $52 million, less transaction expenses, used to repay outstanding debt. For additional information, see Item 8, Note 21.

Our debt service obligations could, under certain circumstances, materially affect our financial condition and prevent us from fulfilling our debt obligations. See Item 1A, “Risk Factors—Our indebtedness and any inability to pay our indebtedness could adversely affect our business and financial condition.” Furthermore, CMI is a holding company with no operations of its own and is dependent on its subsidiaries for cash flow. As discussed in Item 8, Note 12 to our Consolidated Financial Statements, at September 30, 2022, we had $955.9 million of outstanding indebtedness consisting of $250.0 million under our 4.875% Notes, $500.0 million under our 6.75% Notes, $168.4 million of borrowings outstanding under our senior secured credit facilities (consisting of term loans and a revolving credit facility), including $151.5 million borrowed against our revolving credit facility. Letters of credit totaling $13.6 million as of September 30, 2022, reduced available borrowing capacity under the revolving credit facility to $134.9 million. Subsequent to September 30, 2022, we paid down approximately $142.0 million of the outstanding revolving credit facility balance.

In November 2022, we entered into the third amendment to the Credit Agreement, principally to affect a transition from the London Inter-Bank Offered Rate to the Secured Overnight Financing Rate pricing benchmark provisions.

In June 2022, we entered into an amendment to its Credit Agreement, which eased the restrictions of certain covenants contained in the agreement. The amendment included increasing the maximum allowed consolidated total net leverage ratio (defined and calculated under the terms of the Credit Agreement as the ratio of consolidated net debt to consolidated adjusted EBITDA) to 5.5x as of the last day of any quarter through fiscal 2022, stepping down to 5.0x for the subsequent quarter ending December 31, 2022, stepping further down to 4.75x for subsequent quarters through March 31, 2024, and to 4.5x for the fiscal quarter ending June 30, 2024 and thereafter. As of September 30, 2022, our consolidated total net leverage ratio was approximately 4.59x. Consolidated total net debt is defined as the aggregate principal amount of debt outstanding, net of unrestricted cash not to exceed $50 million.

In April 2022, we utilized earnout proceeds from the fiscal 2021 sale of our South America specialty plant nutrition business and proceeds from the sale of our South America chemicals business, both discussed in Dispositions above, to repay approximately $60.6 million of our term loan balance.

In July 2021, we utilized cash proceeds from the sales of our South America specialty plant nutrition business and North America micronutrient business noted above in Dispositions to repay amounts borrowed against our revolving credit facility of $35.0 million. An additional $265.0 million of proceeds was utilized to pay down our term loan balance.

In the first quarter of 2021, we made a $41.7 million required prepayment of our term loan for 2020 Excess Cash Flow (as such term is defined in the Credit Agreement). This prepayment, along with the prepayment made in the third quarter of 2021


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described above, will reduce the future required term loan payments. As such, we will not have a scheduled term loan payment until January 2025.

On June 30, 2020, certain of our U.S. subsidiaries entered into a three-year committed revolving accounts receivable financing facility for up to $100.0 million of borrowing with PNC Bank, National Association, as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent. On June 27, 2022, certain of our U.S. subsidiaries entered into an amendment to our AR Facility, extending the facility to June 2025. At September 30, 2022, we had $37.5 million of outstanding loans under this accounts receivable financing facility. See Item 8, Note 12 to our Consolidated Financial Statements for more information.

In the future, including in fiscal 2023, we may borrow amounts under the revolving credit facility or enter into additional financing to fund our working capital requirements, potential acquisitions and capital expenditures and for other general corporate purposes.

Our ability to make scheduled interest and principal payments on our indebtedness, to refinance our indebtedness, to fund planned capital expenditures and to fund acquisitions will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our liquidity needs over the next 12 months.

We have various foreign and state net operating loss (“NOL”) carryforwards that may be used to offset a portion of future taxable income to reduce our cash income taxes that would otherwise be payable. However, we may not be able to use any or all of our NOL carryforwards to offset future taxable income and our NOL carryforwards may become subject to additional limitations due to future ownership changes or otherwise. At September 30, 2022, we had $94.1 million of gross foreign federal NOL carryforwards and $3.2 million of net operating tax-effected state NOL carryforwards that expire beginning in 2035. Also at September 30, 2022, we had $2.1 million of tax-effected state capital losses that expire beginning in 2027. The NOL carryforwards in Brazil and related valuation allowances were removed given the ending of the Company’s operations in Brazil.

We have a defined benefit pension plan for certain of our current and former U.K. employees. Beginning December 1, 2008, future benefits ceased to accrue for the remaining active employee participants in the plan concurrent with the establishment of a defined contribution plan for these employees. Generally, our cash funding policy is to make the minimum annual contributions required by applicable regulations. As of September 30, 2022, the fair value of the plan’s assets are in excess of the accumulated benefit obligations and we expect to be required to use cash from operations above our historical levels to fund the plan in the future.

Off-Balance Sheet Arrangements

At September 30, 2022, we had no off-balance sheet arrangements that have or are likely to have a material current or future effect on our consolidated financial statements.

Contractual Obligations

We believe we have sufficient liquidity to fund our operations and meet both short-term and long-term obligations. Our material future obligations include the contractual obligations and other commitments as described below.

We are party to contractual obligations involving commitments to make payments to third parties. These obligations impact our liquidity and capital resource needs. As of September 30, 2022, we had total future contractual obligations of approximately $1.4 billion, with approximately $95.2 million due during fiscal 2023.

We have a contractual commitment to repay our long-term debt of $955.9 million based on the terms of our debt agreements, of which none is payable within the next twelve months. Our interest commitment based on the current debt balances at September 30, 2022 is $221.1 million, with $55.5 million expected within the next twelve months. The remainder of our contractual commitments consist of lease payments, purchase obligations and commitments, income taxes and employer pension plan obligations.

See Item 8, Note 5 and Item 8, Note 12 to our Consolidated Financial Statements for amounts outstanding as of September 30, 2022 related to leases and debt, respectively. Our contractual obligations related to income taxes represent the one-time transition tax obligation. Refer to Item 8, Note 13 for amounts related to purchase obligations and performance bonds. See Item 8, Note 10 for information related to income taxes. Our contractual obligations related to employer pension plan obligations represent the funded status recognized as of September 30, 2022. See Item 8, Note 11 for information related to these plans.

In addition, we have other future contingent commitments of approximately $208.6 million, consisting of letters of credit and performance bonds, due during fiscal 2023. At September 30, 2022, we had $195.0 million of outstanding performance bonds, which includes bonds related to Ontario mining tax reassessments. Refer to Item 8, Note 13 for additional details.

Reconciliation of Net (Loss) Earnings from Continuing Operations to EBITDA and Adjusted EBITDA

Management uses a variety of measures to evaluate our performance. While our consolidated financial statements, taken as a whole, provide an understanding of our overall results of operations, financial condition and cash flows, we analyze


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components of the consolidated financial statements to identify certain trends and evaluate specific performance areas. In addition to using U.S. GAAP financial measures, such as gross profit, net earnings and cash flows generated by operating activities, management uses EBITDA and Adjusted EBITDA. We have presented Adjusted EBITDA for both continuing operations and consolidated including discontinued operations for comparative purposes (see Item 8, Note 3 to our Consolidated Financial Statements for a discussion of discontinued operations). Both EBITDA and Adjusted EBITDA are non-U.S. GAAP financial measures used to evaluate the operating performance of our core business operations because our resource allocation, financing methods and cost of capital, and income tax positions are managed at a corporate level, apart from the activities of the operating segments, and the operating facilities are located in different taxing jurisdictions, which can cause considerable variation in net earnings. We also use EBITDA and Adjusted EBITDA to assess our operating performance and return on capital against other companies, and to evaluate potential acquisitions or other capital projects. EBITDA and Adjusted EBITDA are not calculated under U.S. GAAP and should not be considered in isolation or as a substitute for net earnings, cash flows or other financial data prepared in accordance with U.S. GAAP or as a measure of our overall profitability or liquidity.

EBITDA and Adjusted EBITDA exclude interest expense, income taxes and depreciation, depletion and amortization, each of which are an essential element of our cost structure and cannot be eliminated. Furthermore, Adjusted EBITDA excludes other cash and non-cash items, including stock-based compensation, (gain) loss on foreign exchange, other (income) expense, net and other infrequent items that management does not consider indicative of normal operations. Our borrowings are a significant component of our capital structure and interest expense is a continuing cost of debt. We are also required to pay income taxes, a required and ongoing consequence of our operations. We have a significant investment in capital assets and depreciation and amortization reflect the utilization of those assets in order to generate revenues. Our employees are vital to our operations and we utilize various stock-based awards to compensate and incentivize our employees. Consequently, any measure that excludes these elements has material limitations. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance, these terms are not necessarily comparable to similarly titled measures of other companies due to the potential inconsistencies in the method of calculation.

The calculation of EBITDA and Adjusted EBITDA as used by management is set forth in the table below (in millions).


	Twelve Months Ended				Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2021		September 30, 2020
Net (loss) earnings from continuing operations	$	(37.3)	$	35.6	$	20.9	$	27.9
Interest expense	55.2		59.8		44.3		47.2
Income tax expense	35.0		5.8		14.2		10.3
Depreciation, depletion and amortization	113.7		119.9		89.8		87.7
EBITDA from continuing operations	166.6		221.1		169.2		173.1
Adjustments to EBITDA from continuing operations:
Stock-based compensation - non cash	15.7		9.2		7.1		6.9
(Gain) loss on foreign exchange	(14.9)		5.6		(0.6)		(10.8)
Executive transition costs(a)	4.3		—		—		—
Accrued loss and legal costs related to SEC investigation(b)	17.1		5.0		3.4		—
Other (income) expense, net	(0.3)		(0.1)		(0.3)		0.2
Adjusted EBITDA from continuing operations	188.5		240.8		178.8		169.4
Adjusted EBITDA from discontinued operations	19.0		51.9		26.2		38.5
Adjusted EBITDA including discontinued operations	$	207.5	$	292.7	$	205.0	$	207.9

(a)We incurred severance and other costs related to executive transition.

(b)We recorded a settlement loss accrual during the twelve months ended September 30, 2022, and recognized costs, net of reimbursements, related to the recently completed SEC investigation during each of the twelve and nine months ended September 30, 2022 and 2021.

Adjusted EBITDA also includes other non-operating income, primarily non-cash stock-based compensation expense, foreign exchange gains (losses) resulting from the translation of intercompany obligations, interest income and investment income (loss) relating to our nonqualified retirement plan.

Our net earnings, EBITDA and Adjusted EBITDA are impacted by other events or transactions that we believe to be important in understanding our earnings trends such as the variability of weather. The impact of weather has not been adjusted in the amounts presented above. Our fiscal 2022 and 2021 results were unfavorably impacted by winter weather activity as compared to an average winter in the markets we serve.


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Management’s Discussion of Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. We have identified the critical accounting policies and estimates that we believe are most important to the portrayal of our financial condition and results of operations. The policies set forth below require significant subjective or complex judgments by management, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Goodwill – During the three months ended September 30, 2021, we voluntarily changed the date of our annual goodwill impairment test from the first day of the fourth quarter of our prior fiscal year ending December 31 to the first day of the fourth quarter of our new fiscal year ending on September 30. We test goodwill more frequently if an impairment indicator is present. The quantitative impairment test requires judgment, including the identification of reporting units and the determination of fair value of each reporting unit. We determine the estimated fair value for each reporting unit based on discounted cash flow projections (income approach) and market values for comparable businesses (market approach). Under the income approach, we are required to make judgments about appropriate discount rates, long-term revenue growth rates and the amount and timing of expected future cash flows. The cash flows used in our estimates are based on the reporting unit's forecast, long-term business plan, and recent operating performance. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting unit and market conditions. Our estimates may differ from actual future cash flows. The risk adjusted discount rate used is consistent with the weighted average cost of capital of our peer companies and is intended to represent a rate of return that would be expected by a market participant. Under the market approach, market multiples are derived from market prices of stocks of companies in our peer group. The appropriate multiple is applied to the forecasted revenue and earnings before interest, taxes, depreciation and amortization of the reporting unit to obtain an estimated fair value.

As of September 30, 2022, we have recorded goodwill of $56.4 million, primarily consisting of $50.9 million in our Plant Nutrition segment. As of our July 1, 2022 annual measurement date, the estimated fair value exceeded carrying value. The most critical assumptions used in the calculation of the fair value are the projected revenue growth rates, long-term operating margin, working capital requirements, terminal growth rates, discount rate, and the selection of market multiples. The projected long term operating margin utilized in our fair value estimates is consistent with our operating plan and is dependent on the successful execution of our long-term business plan, overall industry growth rates and the competitive environment. The discount rate could be adversely impacted by changes in the macroeconomic environment and volatility in the equity and debt markets. Although management believes its estimate of fair value is reasonable, if the future financial performance falls below our expectations or there are unfavorable revisions to significant assumptions, or if our market capitalization declines, we may need to record a non-cash goodwill impairment charge in a future period.

Mineral Interests – As of September 30, 2022, we maintained $118.5 million of net mineral properties as a part of property, plant and equipment. Mineral interests include probable mineral reserves. We lease mineral reserves at several of our extraction facilities. These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of sales.

Mineral interests are primarily depleted on a units-of-production method based on a combination of third-party and internal qualified geologists’ estimates of recoverable reserves. Our rights to extract minerals are generally contractually limited by time or lease boundaries. If we are not able to continue to extend lease agreements, as we have in the past, at commercially reasonable terms, without incurring substantial costs or incurring material modifications to the existing lease terms and conditions, if the assigned lives realized are less than those projected by management, or if the actual size, quality or recoverability of the minerals is less than the estimated probable reserves, then the rate of amortization could be increased or the value of the reserves could be reduced by a material amount.

Income Taxes – Developing our provision for income taxes and analyzing our potential tax exposure items requires significant judgment and assumptions as well as a thorough knowledge of the tax laws in various jurisdictions. These estimates and judgments occur in the calculation of certain tax liabilities and in the assessment of the likelihood that we will be able to realize our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense, carryforwards and other items. Based on all available evidence, both positive and negative, the reliability of that evidence and the extent such evidence can be objectively verified, we determine whether it is more likely than not that all, or a portion of, the deferred tax assets will be realized.

In evaluating our ability to realize our deferred tax assets, we consider the sources and timing of taxable income, our ability to carry back tax attributes to prior periods, qualifying tax planning and estimates of future taxable income exclusive of reversing temporary differences. In determining future taxable income, our assumptions include the amount of pre-tax operating income according to multiple federal, international and state taxing jurisdictions, the origination of future temporary differences and the implementation of feasible and prudent tax planning. These assumptions require significant judgment about material


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estimates, assumptions and uncertainties in connection with the forecasts of future taxable income, the merits in tax law and assessments regarding previous taxing authorities’ proceedings or written rulings. While these assumptions are consistent with the plans and estimates we use to manage the underlying businesses, differences in our actual operating results or changes in our tax planning, tax credits, tax laws or our assessment of the tax merits of our positions could affect our future assessments.

In addition, the calculation of our tax liabilities involves uncertainties in the application of complex tax regulations in multiple jurisdictions. We recognize potential liabilities in accordance with applicable U.S. GAAP for anticipated tax issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. See Item 8, Note 10 to our Consolidated Financial Statements for further discussion of our income taxes.

We have elected to account for GILTI in the year the tax is incurred, rather than recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years.

Taxes on Foreign Earnings – Under U.S tax reform, we revised our permanently reinvested assertion and expect to repatriate approximately $150 million of unremitted foreign earnings on which $4.6 million of income tax expense has been recorded for foreign withholding tax and state income taxes. Additionally, we changed our permanently reinvested assertion and repatriated $42.5 million of unremitted foreign earnings from our U.K. operations in September 2021 on which $0.1 million of income tax expense was recorded during fiscal 2021. Additionally in fiscal 2022, we changed our permanently reinvested assertion and expect to repatriate an additional approximately $10 million of unremitted foreign earnings on which $0.1 million of income tax benefit was recorded during fiscal 2022. We consider all remaining non-U.S. earnings to be permanently reinvested outside the U.S. to the extent these earnings are not subject to U.S. income tax under an anti-deferral tax regime. As of September 30, 2022, we have approximately $147.5 million of outside basis differences on which no deferred taxes have been recorded.

U.K. Pension Plan – We have a defined benefit pension plan covering some of our current and former employees in the U.K. The U.K. pension plan was closed to new participants in 1992. As we elected to freeze our pension plan, our remaining active employees ceased to accrue future benefits under the plan beginning December 1, 2008. We select the actuarial assumptions for our pension plan after consultation with our actuaries and consideration of market conditions. These assumptions include the discount rate and the expected long-term rates of return on plan assets, which are used in the calculation of the actuarial valuation of our defined benefit pension plans. If actual conditions or results vary from those projected by management, adjustments may be required in future periods to meet minimum pension funding or to increase pension expense or our pension liability. A decrease of 25 basis points in our discount rate would have increased our projected benefit obligation as of September 30, 2022, by approximately $1.0 million and would increase our net periodic pension expense for 2022 by approximately $0.1 million. A decrease of 25 basis points in our expected return on assets assumption as of September 30, 2022, would increase our net periodic expense for 2022 by approximately $0.3 million.

We set our discount rate for our U.K. pension plan based on a forward yield curve for a portfolio of high credit quality bonds with expected cash flows and an average duration closely matching the expected benefit payments under the plan. The assumption for the return on plan assets is determined based on expected returns applicable to each type of investment within the portfolio expected to be maintained over the next 15 to 20 years. Our funding policy has been to make the minimum annual contributions required by applicable regulations. However, we have made special payments during some years when changes in the business could reasonably impact the pension plan’s available assets and when special early retirement payments or other inducements are made to pensioners. Contributions totaled $0, $0 and $0.4 million during the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively. If supplemental benefits were approved and granted under the provisions of the plan, or if periodic statutory valuations cause a change in funding requirements, our contributions could increase to fund all or a portion of those benefits. See Item 8, Note 11 to our Consolidated Financial Statements for additional discussion of our U.K. pension plan.

Other Significant Accounting Policies – Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above are nevertheless important to an understanding of our consolidated financial statements. Policies related to revenue recognition, allowance for doubtful accounts, valuation of inventory reserves, equity compensation instruments, intangible assets, legal reserves, derivative instruments, post-employment benefit obligations and environmental accruals require judgments on complex matters.

Effects of Currency Fluctuations and Inflation

Our operations outside of the U.S. are conducted primarily in Canada and the U.K. Therefore, our results of operations are subject to both currency transaction risk and currency translation risk. We incur currency transaction risk whenever we or one of our subsidiaries enter into either a purchase or sales transaction using a currency other than the local currency of the


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transacting entity. With respect to currency translation risk, our financial condition and results of operations are measured and recorded in the relevant local currency and then translated into U.S. dollars for inclusion in our historical consolidated financial statements. Exchange rates between these currencies and the U.S. dollar have fluctuated significantly from time to time and may do so in the future. The majority of revenues and costs are denominated in U.S. dollars, with Canadian dollars and British pounds sterling also being significant. We generated 26% of our fiscal 2022 sales in foreign currencies, and we incurred 25% of our fiscal 2022 total operating expenses in foreign currencies. Additionally, we have approximately $400 million of net assets denominated in foreign currencies. In fiscal 2020 and 2021, the average rate for the U.S. dollar weakened against the Canadian dollar and the British pound sterling. In fiscal 2022, the average rate for the U.S. dollar strengthened against the Canadian dollar and the British pound sterling. Significant changes in the value of the Canadian dollar or the British pound sterling relative to the U.S. dollar could have a material adverse effect on our financial condition and our ability to meet interest and principal payments on U.S. dollar-denominated debt, including borrowings under our senior secured credit facilities.

We are experiencing increases in logistics costs, prices for energy and other costs that have only been partially recovered through price increases for our products. During the fiscal year ended September 30, 2022, the Company estimates that the impact of inflation increased logistics costs by approximately $30 million to $35 million and product costs by approximately $20 million to $25 million. Our efforts to recover inflation-based cost increases from our customers may be hampered as a result of the structure of our contracts and the contract bidding process as well as the competitive industries, economic conditions and countries in which we operate. For more information, see Part I, Item 1A, “Risk Factors”.

Seasonality

We experience a substantial amount of seasonality in our sales, including our salt deicing product sales. Consequently, our Salt segment sales and operating income are generally higher in the first and second fiscal quarters (ending December 31 and March 31) and lower during the third and fourth fiscal quarters of each year (ending June 30 and September 30). In particular, sales of highway and consumer deicing salt and magnesium chloride products vary based on the severity of the winter conditions in areas where the product is used. Following industry practice in North America and the U.K., we seek to stockpile sufficient quantities of deicing salt throughout the first, third and fourth fiscal quarters (ending December 31, June 30 and September 30) to meet the estimated requirements for the winter season. Our plant nutrition business is also seasonal. As a result, we and our customers generally build inventories during the plant nutrition business’ low demand periods of the year (which are typically winter and summer, but can vary due to weather and other factors) to ensure timely product availability during the peak sales seasons (which are typically spring and autumn, but can also vary due to weather and other factors).

Climate Change

The potential impact of climate change on our operations, product demand and the needs of our customers remains uncertain. Significant changes to weather patterns, a reduction in average snowfall or regional drought within our served markets could negatively impact customer demand for our products and our costs, as well as our ability to produce our products. For example, prolonged periods of mild winter weather could reduce the demand for deicing products. Drought or flood conditions could similarly impact demand for our SOP products, as well as continue to impact the amount and quality of feedstock used to produce SOP at our Ogden facility due to changes in brine levels, mineral concentrations or other factors, which could have a material impact on our Plant Nutrition results of operations. Climate change could also lead to disruptions in the production or distribution of our products due to major storm events or prolonged adverse conditions, changing temperature levels, lake level fluctuations or flooding from sea level changes. Climate change or governmental initiatives to address climate change may necessitate capital expenditures in the future, although capital expenditures for climate-related projects were not material in fiscal 2022 and are not expected to be material in fiscal 2023. For more information, see Part I, Item 1A, “Risk Factors” and Part I, Item1 “Business—Environmental, Health and Safety and Other Regulatory Matters.”

Global Economy

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. We have continued producing and delivering essential products that support critical industries such as transportation, agriculture, chemical, food, pharmaceutical and animal nutrition. We have instituted several measures in response to the COVID-19 pandemic and have experienced negative impacts to our business to our business from COVID-19, but our results of operations for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020 were not materially affected by COVID-19, although recent supply chain shortages and cost increases may be linked to COVID-19. Also, while we have no operations in Russia or Ukraine, we are continuing to monitor any broader impact from the current war in Ukraine, particularly with respect to energy costs and implications on global fertilizer market supply and demand conditions. The ultimate impact that any infectious outbreak or the war in Ukraine will have on our future results is unknown at this time. For more information, see “Part I, Item 1A, Risk Factors.”


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Critical Accounting Estimates and Recent Accounting Pronouncements

See Item 8, Note 2 to our Consolidated Financial Statements for a discussion of critical accounting estimates and recent accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business is subject to various types of market risks that include, but are not limited to, interest rate risk, foreign currency risk and commodity pricing risk. Management may take actions to mitigate our exposure to these types of risks including entering into forward purchase contracts and other financial instruments. However, there can be no assurance that our hedging activities will eliminate or substantially reduce these risks. We do not enter into any financial instrument arrangements for speculative purposes.

Interest Rate Risk

As of September 30, 2022, we had $168.4 million of debt outstanding under our credit agreement (consisting of term loans and revolving credit facility), bearing interest at variable rates. Accordingly, our earnings and cash flows will be affected by changes in interest rates to the extent the principal balance is unhedged. Assuming no change in the amount of debt outstanding, a 100 basis point increase in the average interest rate under these borrowings would have increased the interest expense related to our variable rate debt by approximately $1.7 million based upon our debt outstanding as of September 30, 2022. Actual results may vary due to changes in the amount of variable rate debt outstanding.

As of September 30, 2022, a significant portion of the investments in the U.K. pension plan are in bond funds. Changes in interest rates could impact the value of the investments in the pension plan.

Foreign Currency Risk

In addition to the U.S., we primarily conduct our business in Canada and the U.K. Our operations are, therefore, subject to volatility because of currency fluctuations, inflation changes and changes in political and economic conditions in these countries. Sales and expenses are frequently denominated in local currencies, and our results of operations may be affected adversely as currency fluctuations affect our product prices and operating costs or those of our competitors. We may engage in hedging activities, including forward foreign currency exchange contracts, to reduce the exposure of our cash flows to fluctuations in foreign currency exchange rates. We do not engage in hedging for speculative investment purposes. Any hedging activities may not eliminate or substantially reduce risks associated with fluctuating currencies. See “Risk Factors—Risks associated with our international operations and sales and changes in economic and political environments could adversely affect our business and earnings.”

Considering our foreign earnings, a hypothetical 10% unfavorable change in exchange rates compared to the U.S. dollar would have an estimated $0.2 million impact on our operating earnings for the fiscal year ended September 30, 2022. Actual changes in market prices or rates will differ from hypothetical changes.

Commodity Pricing Risk

We have a hedging policy to mitigate the impact of fluctuations in the price of natural gas. The notional amounts of volumes hedged are determined based on a combination of factors, including estimated natural gas usage, current market prices and historical market prices. We enter into contractual natural gas price arrangements, which effectively fix the purchase price of our natural gas requirements up to 36 months in advance of the physical purchase of the natural gas. We may hedge up to approximately 90% of our expected natural gas usage. Because of the varying locations of our production facilities, we also enter into basis swap agreements to eliminate any further price variation due to local market differences. We have determined that these financial instruments qualify as cash flow hedges under U.S. GAAP. As of September 30, 2022, the amount of natural gas hedged with derivative contracts totaled 3.8 million MMBtus, of which 2.9 million MMBtus will expire within one year.

Excluding natural gas hedged with derivative instruments, a hypothetical 10% adverse change in our natural gas prices during the fiscal year ended September 30, 2022, would have increased our product cost by approximately $1.4 million. Actual results will vary due to actual changes in market prices and consumption.

We are subject to increases and decreases in the cost of transporting our products due to variations in our contracted carriers’ cost of fuel, which is typically diesel fuel. We may engage in hedging activities, including forward contracts, to reduce our exposure to changes in our transportation cost due to changes in the cost of fuel in the future. Our historical results do not reflect any direct fuel hedging activity. However, hedging activities may not eliminate or substantially reduce the risks associated with changes in our transportation costs. Due to the difficulty in meeting all of the requirements for hedge accounting under current U.S. GAAP, any such cash flow hedges of transportation costs would likely be accounted for by marking the hedges to market at each reporting period. We do not engage in hedging for speculative investment purposes.


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Description			Page

Reports of Independent Registered Public Accounting Firm			81

Consolidated Balance Sheets as of September 30, 2022 and 2021			85

Consolidated Statements of Operations for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			86

Consolidated Statements of Comprehensive Loss for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			87

Consolidated Statements of Stockholders’ Equity for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			88

Consolidated Statements of Cash Flows for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			89

Notes to Consolidated Financial Statements			90


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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Compass Minerals International, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Compass Minerals International, Inc. (the Company) as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year ended September 30, 2022, the nine-month period ended September 30, 2021 and the year ended December 31, 2020, and the related notes and the consolidated financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2022 and 2021, and the results of its operations and its cash flows for the year ended September 30, 2022, the nine-month period ended September 30, 2021 and the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December 14, 2022, expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


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						Valuation of Goodwill
Description of the Matter						At September 30, 2022, the Company’s consolidated goodwill was $56.4 million, of which $50.9 million is related to the Company’s Plant Nutrition reporting unit. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually, or more frequently if impairment indicators exist, at the reporting unit level. The Company’s annual impairment test on July 1, 2022, did not result in an impairment of goodwill. Auditing management’s annual goodwill impairment test was complex and judgmental due to the significant estimation required in determining the fair value of the Company’s Plant Nutrition reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as the weighted average cost of capital, projected revenue growth rates, operating margins and the reporting unit’s terminal growth rate which are affected by expectations about future market or economic conditions. Additionally, there were significant judgments related to the Company’s selection of guideline company market multiples.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment assessment process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Plant Nutrition reporting unit, we performed audit procedures that included, among others, assessing the fair value methodologies utilized and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis. We involved our specialists to assist in the review of the Company’s model, methodology, and certain significant assumptions such as the weighted average cost of capital and the Company’s terminal growth rate assumptions. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business model, customer base or product mix and other relevant factors would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the Plant Nutrition reporting unit that would result from changes in the assumptions. In addition, we tested the reconciliation of the fair value of the Company’s reporting units to the market capitalization of the Company.


						Material Weaknesses in Internal Control over Financial Reporting
Description of the Matter						As disclosed in Management's Report on Internal Control Over Financial Reporting, the Company identified material weaknesses as of September 30, 2022, associated with information technology general controls related to privileged user access for certain systems that support the Company’s internal controls over financial reporting, controls over pricing and order entry within the Company’s sales process, and controls related to the existence of inventory held at certain locations. These material weaknesses resulted in a critical audit matter that required us to modify the nature and timing of our procedures and increase the extent of our testing.
How We Addressed the Matter in Our Audit						As a result of the material weaknesses, in performing our audit procedures we lowered the testing thresholds and increased the number of selections we would have otherwise made if the Company’s controls were designed and operating effectively. For example, we performed additional testing over inventory movements during the year and during the period from the balance sheet date through the inventory observation dates, by comparing transactions to original source documents. In addition, we increased the extent of our accounts receivable confirmation procedures.


/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2005.

Kansas City, Missouri
December 14, 2022


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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Compass Minerals International, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Compass Minerals International, Inc.’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Compass Minerals International, Inc. (the Company) has not maintained effective internal control over financial reporting as of September 30, 2022, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment. Management has identified material weaknesses in the design and operation of information technology general controls related to privileged user access for certain systems that support the Company’s internal controls over financial reporting, controls over pricing and order entry within the Company’s sales process, and controls related to the existence of inventory held at certain locations.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year ended September 30, 2022, the nine-month period ended September 30, 2021 and the year ended December 31, 2020, and the related notes and the consolidated financial statement schedule listed in the Index at Item 15(a)(2). These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated December 14, 2022, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP

Kansas City, Missouri
December 14, 2022


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Consolidated Balance Sheets


(in millions, except share data)	September 30, 2022		September 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	46.1	$	18.1
Receivables, less allowance for doubtful accounts of $3.4 in 2022 and $3.0 in 2021	167.2		132.8
Inventories	304.4		321.7
Current assets held for sale	—		9.9
Other	44.3		48.9
Total current assets	562.0		531.4
Property, plant and equipment, net	776.6		830.5
Intangible assets, net	45.4		48.8
Goodwill	56.4		57.8
Equity method investments	46.6		5.8
Other	156.5		156.6
Total assets	$	1,643.5	$	1,630.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	—
Accounts payable	114.7		90.0
Accrued salaries and wages	22.2		20.7
Income taxes payable	1.0		—
Accrued interest	14.1		14.3
Current liabilities held for sale	—		9.6
Accrued expenses and other current liabilities	81.1		60.8
Total current liabilities	233.1		195.4
Long-term debt, net of current portion	947.6		935.4
Deferred income taxes, net	63.4		57.6
Other noncurrent liabilities	143.0		149.4
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock:
$0.01 par value, 200,000,000 authorized shares; 35,367,264 issued shares	0.4		0.4
Additional paid-in capital	152.1		136.3
Treasury stock, at cost — 1,196,300 shares at September 30, 2022 and 1,313,690 shares at September 30, 2021	(7.3)		(5.5)
Retained earnings	226.5		272.4
Accumulated other comprehensive loss	(115.3)		(110.5)
Total stockholders' equity	256.4		293.1
Total liabilities and stockholders' equity	$	1,643.5	$	1,630.9

The accompanying notes are an integral part of the consolidated financial statements.


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Consolidated Statements of Operations


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
(in millions, except share data)	September 30, 2022		September 30, 2021		December 31, 2020
Sales	$	1,244.1	$	836.6	$	1,004.9
Shipping and handling cost	379.5		220.1		250.3
Product cost	667.8		444.8		534.8
Gross profit	196.8		171.7		219.8
Selling, general and administrative expenses	153.9		92.7		116.8
Operating earnings	42.9		79.0		103.0
Other expense (income):
Interest expense	55.2		44.3		62.7
Gain on foreign exchange	(14.9)		(0.6)		(4.6)
Net loss in equity investees	5.2		0.5		—
Other (income) expense, net	(0.3)		(0.3)		0.4
(Loss) earnings before income taxes from continuing operations	(2.3)		35.1		44.5
Income tax expense from continuing operations	35.0		14.2		1.9
Net (loss) earnings from continuing operations	(37.3)		20.9		42.6
Net earnings (loss) from discontinued operations	12.2		(234.2)		20.5
Net (loss) earnings	$	(25.1)	$	(213.3)	$	63.1

Basic net (loss) earnings from continuing operations per common share	$	(1.10)	$	0.59	$	1.22
Basic net earnings (loss) from discontinued operations per common share	0.36		(6.89)		0.60
Basic net (loss) earnings per common share	$	(0.74)	$	(6.30)	$	1.83

Diluted net (loss) earnings from continuing operations per common share	$	(1.10)	$	0.58	$	1.22
Diluted net earnings (loss) from discontinued operations per common share	0.36		(6.89)		0.60
Diluted net (loss) earnings per common share	$	(0.74)	$	(6.30)	$	1.82

Weighted-average common shares outstanding (in thousands):
Basic	34,120		34,013		33,928
Diluted	34,120		34,063		33,928

The accompanying notes are an integral part of the consolidated financial statements.


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Consolidated Statements of Comprehensive Loss


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
(in millions)	September 30, 2022		September 30, 2021		December 31, 2020
Net (loss) earnings	$	(25.1)	$	(213.3)	$	63.1
Other comprehensive (loss) income:
Unrealized gain (loss) from change in pension costs, net of tax of $(0.9), $(1.2) and $0.8 in fiscal years 2022, 2021 and 2020, respectively	2.7		4.0		(2.5)
Unrealized gain from change in other postretirement benefits, net of tax of $(0.5) in fiscal year 2022	1.3		—		—
Unrealized (loss) gain on cash flow hedges, net of tax of $0.7, $(1.0) and $(0.3) in fiscal years 2022, 2021 and 2020, respectively	(4.7)		2.9		0.8
Cumulative translation adjustment	(4.1)		186.4		(109.9)
Comprehensive loss	$	(29.9)	$	(20.0)	$	(48.5)

The accompanying notes are an integral part of the consolidated financial statements.


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Consolidated Statements of Stockholders’ Equity


(in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total






Balance, December 31, 2019	$	0.4	$	117.1	$	(3.2)	$	595.6	$	(192.2)	$	517.7
Comprehensive income (loss)	—		—		—		63.1		(111.6)		(48.5)
Dividends on common stock/equity awards ($2.88 per share)	—		0.5		—		(99.6)		—		(99.1)
Shares issued for stock units, net of shares withheld for taxes	—		—		(1.1)		—		—		(1.1)
Stock-based compensation	—		9.4		—		—		—		9.4
Stock options exercised, net of shares withheld for taxes	—		—		(0.1)		—		—		(0.1)
Balance, December 31, 2020	$	0.4	$	127.0	$	(4.4)	$	559.1	$	(303.8)	$	378.3
Comprehensive (loss) income	—		—		—		(213.3)		193.3		(20.0)
Dividends on common stock/equity awards ($2.16 per share)	—		0.3		—		(73.4)		—		(73.1)
Shares issued for stock units, net of shares withheld for taxes	—		(0.1)		(1.1)		—		—		(1.2)
Stock-based compensation	—		7.7		—		—		—		7.7
Stock options exercised, net of shares withheld for taxes	—		1.4		—		—		—		1.4
Balance, September 30, 2021	$	0.4	$	136.3	$	(5.5)	$	272.4	$	(110.5)	$	293.1
Comprehensive loss	—		—		—		(25.1)		(4.8)		(29.9)
Dividends on common stock/equity awards ($0.60 per share)	—		—		—		(20.8)		—		(20.8)
Shares issued for stock units, net of shares withheld for taxes	—		(0.2)		(1.8)		—		—		(2.0)
Stock-based compensation	—		15.7		—		—		—		15.7
Stock options exercised, net of shares withheld for taxes	—		0.3		—		—		—		0.3
Balance, September 30, 2022	$	0.4	$	152.1	$	(7.3)	$	226.5	$	(115.3)	$	256.4

The accompanying notes are an integral part of the consolidated financial statements.


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Consolidated Statements of Cash Flows


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
(in millions)	September 30, 2022		September 30, 2021		December 31, 2020
Cash flows from operating activities:
Net (loss) earnings	$	(25.1)	$	(213.3)	$	63.1
Adjustments to reconcile net (loss) earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization	113.7		94.6		137.9
Amortization of deferred financing costs	2.9		2.4		3.2
Refinancing of long-term debt	—		—		0.1
Stock-based compensation	15.7		7.7		9.4
Deferred income taxes	19.9		(29.5)		5.2
Unrealized gain on foreign exchange	(29.1)		(17.9)		(2.8)
Loss on impairment of long-lived assets	23.1		300.0		—
Net loss (earnings) in equity investees	5.2		(0.6)		(1.4)
Loss (gain) on disposition of assets	3.7		(27.3)		—
Other, net	(0.1)		(0.1)		6.8
Changes in operating assets and liabilities, net of sale of businesses:
Receivables	(55.0)		74.1		19.5
Inventories	6.3		(52.3)		(77.0)
Other assets	(14.2)		(14.7)		22.6
Accounts payable and accrued expenses and other current liabilities	55.1		49.2		(3.7)
Other liabilities	(1.6)		(9.6)		(7.7)
Net cash provided by operating activities	120.5		162.7		175.2
Cash flows from investing activities:
Capital expenditures	(96.7)		(71.8)		(84.9)
Proceeds from sale of businesses	61.2		348.6		—
Investments in equity method investees	(46.3)		(4.2)		(2.0)
Other, net	1.8		3.6		(1.3)
Net cash (used in) provided by investing activities	(80.0)		276.2		(88.2)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	466.2		349.4		300.0
Principal payments on revolving credit facility borrowings	(403.1)		(391.3)		(329.7)
Proceeds from issuance of long-term debt	55.9		70.9		115.8
Principal payments on long-term debt	(109.1)		(394.8)		(79.2)
Dividends paid	(20.8)		(73.1)		(99.1)
Deferred financing costs	(0.4)		(0.1)		(1.0)
Proceeds from stock option exercised	0.3		1.4		—
Shares withheld to satisfy employee tax obligations	(2.0)		(1.2)		(1.1)
Other, net	(1.3)		(0.8)		(1.9)
Net cash used in financing activities	(14.3)		(439.6)		(96.2)
Effect of exchange rate changes on cash and cash equivalents	(1.1)		0.7		(4.5)
Net change in cash and cash equivalents	25.1		—		(13.7)
Cash and cash equivalents, beginning of the year	21.0		21.0		34.7
Cash and cash equivalents, end of period	46.1		21.0		21.0
Less: cash and cash equivalents included in current assets held for sale	—		(2.9)		(10.4)
Cash and cash equivalents of continuing operations, end of period	$	46.1	$	18.1	$	10.6

Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	52.9	$	38.6	$	65.0
Income taxes paid, net of refunds	$	17.3	$	41.8	$	(10.3)

The accompanying notes are an integral part of the consolidated financial statements.


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Notes to Consolidated Financial Statements

1. ORGANIZATION AND FORMATION

Compass Minerals International, Inc. (“CMI”), through its subsidiaries (collectively, “CMP,” “Compass Minerals” or the “Company”), is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The Company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition business is the leading producer of sulfate of potash (“SOP”), which is used in the production of specialty fertilizers for high-value crops and turf and helps improve the quality and yield of crops, while supporting sustainable agriculture. The Company’s principal products are salt, consisting of sodium chloride and magnesium chloride, and SOP. Additionally, the Company is pursuing the development of a sustainable lithium brine resource to support the North American battery market and is a minority owner of Fortress North America, LLC (“Fortress”), a next-generation fire retardant company. The Company’s production sites are located in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”). The Company also provides records management services in the U.K.

CMI is a holding company with no significant operations other than those of its wholly-owned subsidiaries.

Change in Fiscal Year

On June 23, 2021, the Board of Directors of the Company approved a change in its fiscal year end from December 31st to September 30th. As a result, the Company’s results of operations, cash flows, and all transactions impacting shareholders equity presented in this Annual Report on Form 10-K are for the twelve months ended September 30, 2022 (“fiscal 2022”), the nine month transition period ended September 30, 2021 (“fiscal 2021”) and the twelve months ended December 31, 2020 (“fiscal 2020”), unless otherwise noted. As such, the Company’s fiscal year 2022, or fiscal 2022, refers to the period from October 1, 2021 to September 30, 2022. This Annual Report on Form 10-K also includes an unaudited consolidated statement of operations for the comparable periods of October 1, 2020 to September 30, 2021 and January 1, 2020 to September 30, 2020; see Note 19 for additional information.

Strategic Evaluation and Plan to Sell Businesses

During fiscal 2020, the Company initiated an evaluation of the strategic fit of certain of the Company’s businesses. On February 16, 2021, the Company announced its plan to restructure its former Plant Nutrition South America segment to enable targeted and separate sales processes for each portion of the former segment, including its chemicals and specialty plant nutrition businesses along with the Company’s equity method investment in Fermavi Eletroquímica Ltda. (“Fermavi”). Concurrently, to optimize its asset base in North America, the Company evaluated the strategic fit of its North America micronutrient product business. On March 16, 2021, the Board of Directors of the Company approved a plan to sell the Company’s South America chemicals and specialty plant nutrition businesses, investment in Fermavi and North America micronutrient product business (collectively, the “Specialty Businesses”) with the goal of reducing the Company’s leverage and enabling increased focus on optimizing the Company’s core businesses. Prior to March 31, 2021, the South America chemicals and specialty plant nutrition businesses and investment in Fermavi were reported as the Company’s Plant Nutrition South America segment. Prior to March 31, 2021, the North America micronutrient product business was included as part of the Company’s Plant Nutrition North America segment, which was renamed the Plant Nutrition segment as of March 31, 2021. As of September 30, 2022, the Company has two reportable segments, Salt and Plant Nutrition, as discussed further in Note 14.

The Company concluded that the Specialty Businesses met the criteria for classification as held for sale upon receiving approval from its Board of Directors to sell the Specialty Businesses in the first quarter of 2021. In addition, the Company believed there was a single disposal plan representing a strategic shift that would have a material effect on its operations and financial results. Consequently, the Specialty Businesses qualified for presentation as assets and liabilities held for sale and discontinued operations in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Accordingly, current and noncurrent assets and liabilities of the Specialty Businesses are presented in the Consolidated Balance Sheets as assets and liabilities held for sale as of September 30, 2021, and their results of operations are presented as discontinued operations in the Consolidated Statements of Operations for each period presented in this report. Interest expense attributed to discontinued operations represents interest expense for third-party loans in Brazil to the Company’s South America chemicals and specialty plant nutrition businesses, which were fully repaid from proceeds received from the Company’s sale of its South America specialty plant nutrition businesses.

As described further in Note 3, on May 4, 2021, July 1, 2021, August 20, 2021 and April 20, 2022, the Company completed the sale of a component of its North America micronutrient business, the sale of its South America specialty plant nutrition business, the sale of its investment in Fermavi and the sale of its South America chemicals business, respectively. In the second quarter of 2021, the Company abandoned the remaining inventory of its North America micronutrient product business and has reclassified its remaining product lines of this business as discontinued operations for all periods presented.


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Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Management Estimates:

The preparation of consolidated financial statements in conformity with U.S. GAAP as included in the Accounting Standards Codification requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

b. Basis of Consolidation:

The Company’s consolidated financial statements include the accounts of CMI and its wholly-owned domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

c. Discontinued Operations:

The Company reports its financial results from discontinued operations and continuing operations separately to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs when a component or a group of components of an entity has been disposed of or classified as held for sale and represents a strategic shift that has a major effect on the entity’s operations and financial results. In the Company’s Consolidated Statements of Cash Flows, the cash flows from discontinued operations are not separately classified. Significant components of cash flows related to discontinued operations are disclosed in Note 3. See Note 3 for information on discontinued operations and Note 14 for information on the Company’s reportable segments.

d. Foreign Currency:

Assets and liabilities are translated into U.S. dollars at end of period exchange rates. Sales and expenses are translated using the monthly average rates of exchange during the year. Adjustments resulting from the translation of foreign-currency financial statements into the reporting currency, U.S. dollars, are included in accumulated other comprehensive loss. The Company recorded foreign exchange gain (loss) of $6.7 million, $(17.7) million and $(72.6) million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, in accumulated other comprehensive loss related to intercompany notes which, had been deemed to be of long-term investment nature. As discussed in Note 3, the Company completed the disposition of certain foreign entities and assets during fiscal 2021 and fiscal 2022. There are certain monetary assets and liabilities that are currently being held in Brazil that will be remeasured each period with changes in foreign currency exchange rates included in earnings until they are settled or transferred to a U.S. subsidiary. Aggregate exchange gains from transactions denominated in a currency other than the functional currency, which are included in other expense (income) for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, were $(14.9) million, $(0.6) million and $(4.6) million, respectively. These amounts include the effect of translating intercompany notes which were deemed to be temporary in nature.

e. Revenue Recognition:

The Financial Accounting Standards Board (the “FASB”) revenue recognition guidance provides a single, comprehensive model for recognizing revenue from contracts with customers. The revenue recognition model requires revenue to be recognized upon the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. The Company’s revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. Accordingly, substantially all of the Company’s revenue is recognized at a point in time when control of the goods transfers to the customer.

The Company typically recognizes revenue at the time of shipment to the customer, which coincides with the transfer of title and risk of ownership to the customer. Sales represent billings to customers net of sales taxes charged for the sale of the product. Sales include amounts charged to customers for shipping and handling costs, which are expensed when the related product is sold.

f. Cash and Cash Equivalents:

The Company considers all investments with original maturities of three months or less to be cash equivalents. The Company maintains the majority of its cash in bank deposit accounts with several commercial banks with high credit ratings in the U.S., Canada, the U.K. and Brazil. Typically, the Company has bank deposits in excess of federally insured limits. Currently, the Company does not believe it is exposed to significant credit risk on its cash and cash equivalents.

g. Accounts Receivable and Allowance for Doubtful Accounts:

Receivables consist almost entirely of trade accounts receivable. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable


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credit losses in its existing trade accounts receivable. The Company determines the allowance based on historical write-off experience by business line and a current assessment of its portfolio, including information regarding individual customers. The Company reviews its past due account balances for collectability and adjusts its allowance for doubtful accounts accordingly. Account balances are charged off against the allowance when the Company believes it is probable that the trade accounts receivable will not be recovered.

h. Inventories:

Inventories are stated at the lower of cost or net realizable value. Finished goods and raw material and supply costs are valued using the average cost method on a first-in-first-out basis. Raw materials and supply costs primarily consist of raw materials purchased to aid in the production of mineral products, maintenance materials and packaging materials. Finished goods are primarily comprised of salt, magnesium chloride, and SOP products readily available for sale. Substantially all costs associated with the production of finished goods at the Company’s production locations are captured as inventory costs. As required by U.S. GAAP, a portion of the fixed costs at a location are not included in inventory and are expensed as a product cost if production at that location is determined to be abnormally low in any period. Additionally, since the Company’s products are often stored at warehousing locations, the Company includes in the cost of inventory the freight and handling costs necessary to move the product to storage until the product is sold to a customer.

i. Other Current Assets:

The items included in other current assets as of September 30, 2022 and 2021, consist principally of prepaid expenses of $44.3 million and $45.4 million, respectively.

j. Property, Plant and Equipment:

Property, plant and equipment is stated at cost and includes capitalized interest. The costs of replacements or renewals, which improve or extend the life of existing property, are capitalized. Maintenance and repairs are expensed as incurred. Upon retirement or disposition of an asset, any resulting gain or loss is included in the Company’s operating results.

Property, plant and equipment also includes mineral interests. The mineral interests for the Company’s Winsford U.K. mine are owned. The Company leases probable mineral reserves at its Cote Blanche and Goderich mines, its Ogden facility and several of its other North American facilities. These leases have varying terms, and many provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of sales. The Company’s rights to extract minerals are contractually limited by time. The Cote Blanche mine is operated under land and mineral leases, and the mineral lease expires in 2060 with two additional 25-year renewal periods. The Company continues to operate under the Goderich mine mineral reserve lease that expired in 2022, and the Company is in the process of renewing its option until 2043 after demonstrating to the lessor that the mine’s useful life is greater than the lease’s term. The Ogden facility mineral reserve lease renews annually. The Company believes it will be able to continue to extend lease agreements as it has in the past, at commercially reasonable terms, without incurring substantial costs or material modifications to the existing lease terms and conditions, and therefore, management believes that assigned lives are appropriate. The Company’s mineral interests are depleted on a units-of-production basis based upon the latest available mineral study. The weighted average amortization period for the leased probable mineral reserves is 86 years as of September 30, 2022. The Company also owns other mineral properties. The weighted average life for the probable owned mineral reserves is 35 years as of September 30, 2022, based upon management’s current production estimates.

Buildings and structures are depreciated on a straight-line basis over lives generally ranging from 10 to 30 years. Portable buildings generally have shorter lives than permanent structures. Leasehold and building improvements have estimated lives of 5 to 40 years or lower based on the life of the lease to which the improvement relates.

The Company’s fixed assets are amortized on a straight-line basis over their respective lives. The following table summarizes the estimated useful lives of the Company’s different classes of property, plant and equipment:


			Years
Land improvements			10 to 25
Buildings and structures			10 to 30
Leasehold and building improvements			5 to 40
Machinery and equipment – vehicles			2 to 10
Machinery and equipment – other mining and production			> 1 to 50
Office furniture and equipment			2 to 10
Mineral interests			20 to 99


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The Company has finance leases which are recorded in property, plant and equipment at the beginning of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Lease payments are recorded as interest expense and a reduction of the lease liability. A finance lease asset is depreciated over the lower of its useful life or the lease term.

The Company has capitalized computer software costs of $4.3 million and $7.9 million as of September 30, 2022 and 2021, respectively, recorded in property, plant and equipment. The capitalized costs are being amortized over five years. The Company recorded $7.6 million, $5.0 million and $5.5 million of amortization expense related to capitalized computer software for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively.

The Company recognizes and measures obligations related to the retirement of tangible long-lived assets in accordance with applicable U.S. GAAP. Asset retirement obligations are not material to the Company’s consolidated financial position, results of operations or cash flows.

The Company reviews its long-lived assets and the related mineral reserves for impairment whenever events or changes in circumstances indicate the carrying amounts of such assets may not be recoverable. If an indication of a potential impairment exists, recoverability of the respective assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate, to the carrying amount, including associated intangible assets, of such operation. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets.

k. Leases:

In accordance with U.S. GAAP, lessees are required to recognize on their balance sheet a right-of-use asset which represents a lessee’s right to use the underlying asset, and a lease liability which represents a lessee’s obligation to make lease payments for the right to use the asset. In addition, the guidance requires expanded qualitative and quantitative disclosures. Refer to Note 5 for additional details.

l. Goodwill and Intangible Assets:

The Company amortizes its intangible assets deemed to have finite lives on a straight-line basis over their estimated useful lives which, for the Company, range from 25 to 50 years. The Company reviews goodwill and other indefinite-lived intangible assets annually for impairment. In addition, goodwill and other intangible assets are reviewed when an event or change in circumstances indicates the carrying amounts of such assets may not be recoverable.

m. Investments:

The Company uses the equity method of accounting for equity securities when it has significant influence or when it has more than a minor ownership interest or more than minor influence over an investee’s operations but does not have a controlling financial interest. Initial investments are recorded at cost (including certain transaction costs) and are adjusted by the Company’s share of the investees’ undistributed earnings and losses. The Company may recognize its share of an investee’s earnings on a lag, if an investee’s financial results are not available in a timely manner.

For certain of the Company's equity method investments, such as investments where the capital structure of the equity investment results in different liquidation rights and priorities than what is reflected by the underlying percentage ownership interests, the Company's proportionate share of net earnings is accounted for using the Hypothetical Liquidation at Book Value ("HLBV") methodology available under the equity method of accounting. When applying HLBV, the Company determines the amount that would be received if the investment were to liquidate all of its assets and distribute the resulting cash to the investors based on contractually defined liquidation priorities, assuming the net assets were liquidated at their net book value.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

n. Other Noncurrent Assets:

Other noncurrent assets include certain inventories of spare parts, net of reserve, of $35.3 million and $32.4 million at September 30, 2022 and 2021, respectively, which will be utilized with respect to long-lived assets. As of September 30, 2022 and 2021, other noncurrent assets also include net operating lease assets of $58.1 million and $48.6 million, respectively.

The Company sponsors a non-qualified defined contribution plan for certain of its executive officers and key employees as described in Note 11. As of September 30, 2022 and 2021, investments in marketable securities representing amounts deferred by employees, Company contributions and unrealized gains or losses totaling $1.8 million and $2.1 million, respectively, were included in other noncurrent assets in the Consolidated Balance Sheets. The marketable securities are classified as trading securities and accordingly, gains and losses are recorded as a component of other expense, net in the Consolidated Statements of Operations.


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o. Income Taxes:

The Company accounts for income taxes using the liability method in accordance with the provisions of U.S. GAAP. Under the liability method, deferred taxes are determined based on the differences between the consolidated financial statements and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company’s foreign subsidiaries file separate company returns in their respective jurisdictions.

The Company recognizes potential liabilities in accordance with applicable U.S. GAAP for anticipated tax issues in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Any penalties and interest that are accrued on the Company’s uncertain tax positions are included as a component of income tax expense.

In evaluating the Company’s ability to realize deferred tax assets, the Company considers the sources and timing of taxable income, including the reversal of existing temporary differences, the ability to carryback tax attributes to prior periods, qualifying tax-planning strategies, and estimates of future taxable income exclusive of reversing temporary differences. In determining future taxable income, the Company’s assumptions include the amount of pre-tax operating income according to different state, federal and international taxing jurisdictions, the origination of future temporary differences, and the implementation of feasible and prudent tax-planning strategies.

If the Company determines that a portion of its deferred tax assets will not be realized, a valuation allowance is recorded in the period that such determination is made. In the future, if the Company determines, based on the existence of sufficient evidence, that more or less of the deferred tax assets are more likely than not to be realized, an adjustment to the valuation allowance will be made in the period such a determination is made.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”) which subjects U.S. shareholders, including the Company, to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB issued guidance stating that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI as a period expense only.

p. Environmental Costs:

Environmental costs, other than those of a capital nature, are accrued at the time the exposure becomes known and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. Amounts reserved for environmental matters were not material at September 30, 2022 or 2021.

q. Equity Compensation Plans:

The Company has equity compensation plans under the oversight of the Company’s Board of Directors, whereby stock options, restricted stock units, performance stock units, deferred stock units and shares of common stock are granted to the Company’s employees and directors. See Note 15 for additional discussion.

r. Earnings per Share:

When calculating earnings per share, the Company’s participating securities are accounted for under the two-class method. The two-class method requires allocating the Company’s net earnings to both common shares and participating securities based upon their rights to receive dividends. Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted-average number of outstanding common shares during the period. Diluted earnings per share reflects the potential dilution that could occur under the more dilutive of either the treasury stock method or the two-class method for calculating the weighted-average number of outstanding common shares. The treasury stock method is calculated assuming unrecognized compensation expense, income tax benefits and proceeds from the potential exercise of employee stock options are used to repurchase common stock.

s. Derivatives:

The Company is exposed to the impact of fluctuations in foreign exchange and interest rates on its borrowings and fluctuations in the purchase price of natural gas and diesel fuel consumed in operations. The Company may hedge portions of these risks through the use of derivative agreements.

The Company records derivative financial instruments as assets or liabilities measured at fair value. Accounting for the changes in the fair value of a derivative depends on its designation and effectiveness. Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. For qualifying hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the Consolidated Statements of Operations. Until the effective portion of a derivative’s change in fair value is recognized in the Consolidated Statements of Operations, the change in fair value is


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recognized in other comprehensive income. For derivative instruments that are not accounted for as hedges, or for the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. The Company formally documents, designates and assesses the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis.

t. Concentration of Credit Risk:

The Company sells its salt and magnesium chloride products to various governmental agencies, manufacturers, distributors and retailers primarily in the Midwestern U.S. and throughout Canada and the U.K. The Company’s plant nutrition products are sold across the Western Hemisphere and globally. No single customer or group of affiliated customers accounted for more than 10% of the Company’s sales during the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 or the fiscal year ended December 31, 2020, or more than 10% of receivables at September 30, 2022 or 2021.

u. Recent Accounting Pronouncements:

The Company has evaluated all of the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these unaudited consolidated financial statements and does not believe the future adoption of any such pronouncements will have a material impact on its consolidated financial statements.

3. DISCONTINUED OPERATIONS

On March 23, 2021, the Company entered into a definitive agreement to sell its South America specialty plant nutrition business to ICL Brasil Ltda., a subsidiary of ICL Group Ltd. The transaction closed on July 1, 2021. Upon closing the Company received gross proceeds of approximately $421.1 million, including a reduction in proceeds of $6.2 million in working capital adjustments which was finalized in the third quarter of fiscal 2021 and associated selling costs of $8.4 million, comprised of a cash payment of approximately $318.4 million and an additional $102.7 million in net debt assumed by ICL Brasil Ltda. The Brazil debt was deducted from gross proceeds from the transaction. The terms of the definitive agreement provided for an additional earnout payment of up to R$88 million Brazilian reais. On April 7, 2022, the Company received the maximum earnout possible under the terms of the sale, or $18.5 million based on exchange rates at the time of receipt.

On April 7, 2021, the Company entered into a definitive agreement to sell a component of its North America micronutrient business (primarily consisting of intangible assets and certain inventory of the business) to Koch Agronomic Services, LLC, a subsidiary of Koch Industries, through an asset purchase and sale agreement. On May 4, 2021, the Company completed the sale for approximately $56.7 million and paid fees totaling $0.5 million. The Company recognized a gain from the sale of $30.6 million, net of $2.8 million from the release of accumulated currency translation adjustment (“CTA”) upon substantial liquidation of the business.

On June 28, 2021, the Company entered into a definitive agreement to sell its investment in Fermavi for R$45 million Brazilian reais (including R$30 million of deferred purchase price). The transaction closed on August 20, 2021. Upon closing the Company received gross proceeds of approximately $2.9 million and recorded a discounted deferred proceeds receivable of approximately $4.8 million (based on exchange rates at the time of closing).

On April 20, 2022, the Company completed the sale of its South America chemicals business to a subsidiary of Cape Acquisitions LLC. Upon closing of the all-cash sale, the Company received gross proceeds of approximately $51.5 million based on exchange rates at the time of receipt, including a post-closing adjustment and compensation of $6.4 million for cash on hand that transferred to the buyer. The Company also paid fees of $2.4 million related to this sale. The Company recognized an incremental loss from the sale of $23.1 million during the fiscal year ended September 30, 2022, and released $49.5 million from accumulated CTA. The sale included all of the Company’s remaining operations in Brazil, concluding its previously announced plan to exit the South American market.

In measuring the assets and liabilities held for sale at fair value less estimated costs to sell, the Company completed an impairment analysis when its Board of Directors committed to a plan to sell the Specialty Businesses and the Company updated the analysis each quarter until each of the Specialty Businesses were sold.

The Company recorded losses on the sales of its South American specialty plant nutrition business, its investment in Fermavi and its South America chemicals business totaling approximately $323.1 million. These losses were partially offset by a gain of approximately $30.6 million from the sale of a component of the North America micronutrient business in fiscal 2021.

The amount of CTA loss within accumulated other comprehensive loss (“AOCL”) on the Company’s Consolidated Balance Sheets related to the Specialty Businesses was considered in the Company’s determination of the adjustment to fair value less estimated costs to sell. The Company recognized a net loss from its adjustment to fair value less estimated costs to sell of $90.2 million in its earnings (loss) from discontinued operations in its Consolidated Statements of Operations for the nine months ended September 30, 2021. The adjustment to fair value less estimated costs to sell for the nine months ended


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September 30, 2021 included $52.9 million of CTA from the translation of the net assets of the Company’s South America chemicals business from Brazilian reais to U.S. dollars, which had been reported in CTA.

As discussed in Note 1, prior to March 31, 2021, the North America micronutrient product business was reported in the Company’s Plant Nutrition North America segment (which is now known as the Plant Nutrition segment), which aligns with the Plant Nutrition reporting unit for purposes of evaluating goodwill. Based on the Company’s assessment of the estimated relative fair values of the North America micronutrient product business and the remaining business from the former Plant Nutrition reporting unit, the Company performed an allocation of goodwill between the North America micronutrient product business classified as held for sale and the business being retained, which resulted in $6.8 million of goodwill allocated to the North America micronutrient product business as of December 31, 2020. The Company also performed an assessment of the relative fair values of its South America specialty nutrition businesses based upon estimated proceeds and other information available. The Company allocated 84% of the total reporting units to the South America specialty nutrition business (R$951.6 million or $189.7 million at closing in fiscal 2021). An allocation of goodwill related to the former Plant Nutrition South America segment was not required as the entire segment and related goodwill was classified as held for sale in each period.

The information below sets forth selected financial information related to the operating results of the Specialty Businesses classified as discontinued operations. The Specialty Businesses’ revenue and expenses have been reclassified to net earnings (loss) from discontinued operations in prior periods. The Consolidated Balance Sheets present the assets and liabilities that were reclassified from the specified line items to assets and liabilities held for sale and the Consolidated Statements of Operations present the revenue and expenses that were reclassified from the specified line items to discontinued operations.

The following table represents summarized amounts of assets and liabilities held for sale on the Consolidated Balance Sheets (in millions):


	September 30, 2022		September 30, 2021
Cash and cash equivalents	$	—	$	2.9
Receivables, less allowance for doubtful accounts of $0.2 in 2021	—		13.7
Inventories	—		7.7
Property, plant and equipment, net	—		35.6
Goodwill	—		33.3
Loss recognized on held for sale classification	—		(90.2)
Other	—		6.9
Current assets held for sale	$	—	$	9.9






Current portion of long-term debt	$	—	$	—
Accounts payable	—		5.9
Accrued expenses and other current liabilities	—		3.7
Current liabilities held for sale	$	—	$	9.6


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The following table represents summarized Consolidated Statements of Operations information of discontinued operations (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Sales	$	53.6	$	211.2	$	368.6
Shipping and handling cost	2.8		10.2		16.3
Product cost	28.4		153.8		255.0
Gross profit	22.4		47.2		97.3
Selling, general and administrative expenses	3.5		27.6		54.9
Operating earnings	18.9		19.6		42.4
Interest expense	0.1		4.4		8.6
(Gain) loss on foreign exchange	(17.5)		(9.9)		4.2
Net loss on sale of business	23.1		209.8		—
Net loss on adjustment to fair value less estimated costs to sell	—		90.2		—
Net gain on sale of business	—		(30.6)		—
Other income, net	(0.6)		(1.5)		(1.8)
Earnings (loss) from discontinued operations before income taxes	13.8		(242.8)		31.4
Income tax expense (benefit)	1.6		(8.6)		10.9
Net earnings (loss) from discontinued operations	$	12.2	$	(234.2)	$	20.5

The significant components included in the Company’s Consolidated Statements of Cash Flows for the discontinued operations are as follows (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Depreciation, depletion and amortization	$	—	$	4.8	$	20.1
Deferred income taxes	0.5		(23.6)		(2.8)
Unrealized foreign exchange (gain) loss	(3.1)		(19.1)		4.3
Loss on impairment of long-lived assets	23.1		300.0		—
Gain on sale of business	—		(30.6)		—
Capital expenditures	(1.6)		(6.1)		(9.6)
Changes in receivables	(4.8)		4.2		(17.9)
Changes in inventories	(2.0)		(26.1)		(9.7)
Changes in other assets	(4.7)		(20.5)		(4.3)
Changes in accounts payable and accrued expenses and other current liabilities	(11.5)		(315.9)		3.9
Proceeds from sale of businesses	61.2		348.6		—
Proceeds from issuance of long-term debt	—		21.8		57.6
Principal payments on long-term debt	—		(12.0)		(62.2)

4. REVENUES

Nature of Products and Services

The Company’s Salt segment products include salt and magnesium chloride for use in road deicing and dust control, food processing, water softeners, and agricultural and industrial applications. The Company’s plant nutrition segment produces and markets SOP in various grades worldwide to distributors and retailers of crop inputs, as well as growers and for industrial uses.


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In the U.K., the Company operates a records management business utilizing excavated areas of its Winsford salt mine with one other location in London, England.

Identifying the Contract

The Company accounts for a customer contract when there is approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Identifying the Performance Obligations

At contract inception, the Company assesses the goods and services it has promised to its customers and identifies a performance obligation for each promise to transfer to the customer a distinct good or service (or bundle of goods or services). Determining whether products and services are considered distinct performance obligations that should be accounted for separately or aggregated together may require significant judgment.

Identifying and Allocating the Transaction Price

The Company’s revenues are measured based on consideration specified in the customer contract, net of any sales incentives and amounts collected on behalf of third parties such as sales taxes. In certain cases, the Company’s customer contracts may include promises to transfer multiple products and services to a customer. For multiple-element arrangements, the Company generally allocates the transaction price to each performance obligation in proportion to its stand-alone selling price.

When Performance Obligations Are Satisfied

The vast majority of the Company’s revenues are recognized at a point in time when the performance obligations are satisfied based upon transfer of control of the product or service to a customer. To determine when the control of goods is transferred, the Company typically assesses, among other things, the shipping terms of the contract, as shipping is an indicator of transfer of control. Some of the Company’s products are sold when the control of the goods transfers to the customer at the time of shipment. There are also instances when the Company provides shipping services to deliver its products. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. The Company has made an accounting policy election to recognize any shipping and handling costs that are incurred after the customer obtains control of the goods as fulfillment costs which are accrued at the time of revenue recognition.

Significant Payment Terms

The customer contract states the final terms of the sale, including the description, quantity and price of each product or service purchased. Payment is typically due in full within 30 days of delivery. As a practical expedient, the Company does not adjust the consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the good or service is transferred to the customer and when the customer pays for that good or service will be one year or less.

Refunds, Returns and Warranties

The Company’s products are generally not sold with a right of return and the Company does not generally provide credits or incentives, which may be required to be accounted for as variable consideration when estimating the amount of revenue to be recognized. The Company uses historical experience to estimate accruals for refunds due to manufacturing or other defects.

Practical Expedients and Accounting Policy Elections

The Company has elected the following practical expedients and accounting policies: (i) not to adjust the amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a product or service to a customer and when the customer pays for that product or service will be one year or less, (ii) to expense costs to obtain a contract as incurred for costs when the Company expects that the amortization period would have been one year or less, (iii) not to recast revenue for customer contracts that begin and end in the same fiscal period, and (iv) not to assess whether promised goods or services are performance obligations if they are immaterial in the context of the customer contract.

See Note 14 for disaggregation of sales by segment, type and geographical region.

5. LEASES

The Company enters into leases for warehouses and depots, rail cars, vehicles, mobile equipment, office space and certain other types of property and equipment. The Company determines whether an arrangement is or contains a lease at the inception of the contract. The right-of-use asset and lease liability are recognized based on the present value of the future minimum lease payments over the estimated lease term. Lease expense for minimum lease payments is recognized on a straight-line basis over


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the lease term. The Company estimates its incremental borrowing rate for each lease based upon the estimated lease term, the type of asset and the location of the leased asset. The most significant judgments in the application of the FASB guidance include whether a contract contains a lease and the lease term.

Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. Many of the Company’s leases include one or more options to renew and extend the initial lease term. The exercise of lease renewal options is generally at the Company’s discretion. The lease term includes renewal periods in only those instances in which the Company determines it is reasonably assured of renewal.

The depreciable lives of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. In these instances, the assets are depreciated over the useful life of the asset.

The Company has elected the practical expedient available under the FASB guidance to not separate lease and non-lease components on all of its lease categories. As a result, many of the Company’s leases include variable payments for services (such as handling or storage) or payments based on the usage of the asset. In addition, certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or any material restrictive covenants. The Company’s sublease income is immaterial.

The Company’s Consolidated Balance Sheets includes the following (in millions):


	Consolidated Balance Sheet Location	September 30, 2022		September 30, 2021
Assets
Operating lease assets	Other noncurrent assets	$	58.1	$	48.6
Finance lease assets	Property, plant and equipment, net	3.3		5.5
Total lease assets		$	61.4	$	54.1
Liabilities
Current liabilities:
Operating	Accrued expenses and other current liabilities	$	16.0	$	14.0
Finance	Accrued expenses and other current liabilities	1.1		1.2
Noncurrent liabilities:
Operating	Other noncurrent liabilities	44.4		37.1
Finance	Other noncurrent liabilities	2.1		4.3
Total lease liabilities		$	63.6	$	56.6

The Company’s components of lease cost are as follows (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Finance lease cost:
Amortization of lease assets	$	1.2	$	0.9	$	1.3
Interest on lease liabilities	0.1		0.1		0.1
Operating lease cost	18.0		13.2		16.7
Variable lease cost(a)	7.6		14.0		9.5
Total lease cost	$	26.9	$	28.2	$	27.6

(a)Short-term leases are immaterial and included in variable lease cost.


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Maturities of lease liabilities are as follows (in millions):


Years Ending September 30:	Operating Leases		Finance Leases		Total
2023	$	18.0	$	1.2	$	19.2
2024	14.0		0.7		14.7
2025	8.8		0.1		8.9
2026	7.9		0.1		8.0
2027	6.3		0.1		6.4
After 2027	12.5		3.0		15.5
Total lease payments	67.5		5.2		72.7
Less: Interest	(7.1)		(2.0)		(9.1)
Present value of lease liabilities	$	60.4	$	3.2	$	63.6

Supplemental lease term and discount rate information related to leases is as follows:


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Weighted-average remaining lease term (years)
Operating leases	5.5		5.7		7.1
Finance leases	20.7		16.7		5.3
Weighted-average discount rate
Operating leases	4.0	%	3.6	%	3.7	%
Finance leases	3.2	%	3.1	%	3.5	%

Supplemental cash flow information related to leases is as follows (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18.2	$	12.9	$	14.8
Operating cash flows from finance leases	0.1		0.1		0.1
Financing cash flows from finance leases	1.3		1.0		1.6
Leased assets obtained in exchange for new operating lease liabilities	26.4		5.7		16.5
Leased assets obtained in exchange for new finance lease liabilities	—		2.2		1.8

6. INVENTORIES

Inventories consist of the following (in millions):


	September 30, 2022		September 30, 2021
Finished goods	$	251.6	$	272.6
Raw materials and supplies	52.8		49.1
Total inventories	$	304.4	$	321.7


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7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following (in millions):


	September 30, 2022		September 30, 2021
Land, buildings and structures and leasehold improvements	$	534.8	$	539.3
Machinery and equipment	1,026.3		1,062.9
Office furniture and equipment	56.8		55.7
Mineral interests	167.1		172.5
Construction in progress	64.3		44.8
	1,849.3		1,875.2
Less accumulated depreciation and depletion	(1,072.7)		(1,044.7)
Property, plant and equipment, net	$	776.6	$	830.5

The cost of leased property, plant and equipment under finance leases included above was $6.7 million and $7.9 million with accumulated depreciation of $3.4 million and $2.5 million as of September 30, 2022 and 2021, respectively.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

The asset value and accumulated amortization for the finite-lived intangibles assets are as follows (in millions):


	Supply Agreement		SOP Production Rights		Lease Rights		Total
September 30, 2022
Gross intangible asset	$	26.4	$	24.3	$	1.6	$	52.3
Accumulated amortization	(6.2)		(18.3)		(0.7)		(25.2)
Net intangible assets	$	20.2	$	6.0	$	0.9	$	27.1


	Supply Agreement		SOP Production Rights		Lease Rights		Total
September 30, 2021
Gross intangible asset	$	28.6	$	24.3	$	1.8	$	54.7
Accumulated amortization	(6.2)		(17.3)		(0.7)		(24.2)
Net intangible assets	$	22.4	$	7.0	$	1.1	$	30.5

The estimated lives of the Company’s finite-lived intangible assets are as follows:


Intangible asset			Estimated Lives
Supply agreement			50 years
SOP production rights			25 years
Lease rights			25 years

None of the finite-lived intangible assets have a residual book value. Aggregate amortization expense was $1.6 million, $1.2 and $1.6 million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, and is projected to be between $1 million and $2 million per year over the next five years. The weighted average life for the Company’s finite-lived intangibles is 37 years.

In addition, the Company had water rights of $17.8 million and $17.7 million as of September 30, 2022 and 2021, respectively, and trade names of $0.5 million and $0.6 million as of September 30, 2022 and 2021, respectively, which have indefinite lives.

The Company has goodwill of $56.4 million and $57.8 million as of September 30, 2022 and 2021, respectively, in its Consolidated Balance Sheets. The Company has recorded goodwill of $50.9 million and $51.8 million as of September 30, 2022 and 2021, respectively, in its Plant Nutrition segment. The remaining amounts in both periods were immaterial and


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recorded in its corporate and other and Salt segment. The change in the balance of goodwill from September 30, 2021, was due to the impact from translating foreign-denominated amounts to U.S. dollars.

9. EQUITY METHOD INVESTMENTS

On November 2, 2021, the Company announced an investment in Fortress, a next-generation fire retardant business dedicated to developing and producing a portfolio of magnesium chloride-based fire retardant products to help combat wildfires. As of September 30, 2022, the Company has invested $50 million in Fortress in exchange for an ownership interest of approximately 45%. Under the HLBV methodology available under the equity method of accounting, the Company reflects its share of the income or loss of Fortress, net of tax, in its results each period on a one quarter reporting lag. The Company recorded its share of Fortress’ net losses of $3.9 million in the fiscal year ended September 30, 2022. Fortress’ losses were immaterial for the nine months ended September 30, 2021.

The carrying value of the Company’s equity investment in Fortress is in excess of its share of Fortress’s net book value by approximately $27 million as of September 30, 2022. The basis difference primarily represents incremental value attributable to intangible assets and goodwill that has not been recognized in the financial statements of Fortress. The Company has liquidation preference under the terms of Fortress’ LLC agreement. Additionally, the Company has the right to purchase units from other Fortress unit holders and the right of first refusal to purchase all or any portion of any available Fortress units, both subject to certain conditions.

The balance of the Company’s net investment in Fortress of $45.8 million and $3.9 million as of September 30, 2022 and 2021, respectively, is recorded in equity method investments in the Consolidated Balance Sheets. The Company also has other immaterial equity investments of $0.8 million and $1.9 million as of September 30, 2022 and 2021, respectively, for which it has recorded $1.3 million for its share of losses in the fiscal year ended September 30, 2022. Losses were immaterial for the nine months ended September 30 2021.

The following tables provide summarized financial information for the Company’s ownership interest in Fortress accounted for under the equity method compiled from its financial statements, reported on a one-quarter lag (in millions):


	September 30, 2022
Current assets	$	17.5
Noncurrent assets	3.0
Current liabilities	1.4
Noncurrent liabilities	0.2


	Fiscal Year Ended
	September 30, 2022
Sales	$	0.3
Gross profit	(0.3)
Net loss	(5.9)

10. INCOME TAXES

The Company files tax returns in the U.S., Canada, the U.K. and Brazil at the federal and local taxing jurisdictional levels. The Company’s U.S. federal tax returns for tax years 2017 forward remain open and subject to examination. Generally, the Company’s state, local and foreign tax returns for years as early as 2002 forward remain open and subject to examination, depending on the jurisdiction.


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The following table summarizes the Company’s income tax provision (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Current:
Federal	$	8.8	$	4.9	$	(25.2)
State	(2.0)		0.1		—
Foreign	8.8		15.1		19.6
Total current	15.6		20.1		(5.6)
Deferred:
Federal	17.2		(4.0)		1.4
State	(1.6)		(2.9)		(1.5)
Foreign	3.8		1.0		7.6
Total deferred	19.4		(5.9)		7.5
Total provision for income taxes	$	35.0	$	14.2	$	1.9

The following table summarizes components of earnings before income taxes and shows the tax effects of significant adjustments from the expected income tax expense computed at the federal statutory rate (in millions):


	Fiscal Year Ended			Nine Months Ended			Fiscal Year Ended
	September 30, 2022			September 30, 2021			December 31, 2020
U.S. loss	$	(68.0)		$	(27.6)		$	(6.4)
Foreign income	65.7			62.7			50.9
Earnings before income taxes	$	(2.3)		$	35.1		$	44.5
Computed tax at the U.S. federal statutory rate of 21%	(0.5)			7.4			9.4
Foreign income rate differential, mining, and withholding taxes, net of U.S. federal deduction	4.3			6.6			7.3
Percentage depletion in excess of basis	(5.7)			(1.7)			(4.4)
Non-deductible compensation	3.3			1.0			1.7
Other domestic tax reserves, net of reversals	(1.1)			0.5			(9.7)
State income taxes, net of federal income tax benefit	(2.5)			(1.1)			(1.3)
Change in valuation allowance on deferred tax asset	37.5			1.8			2.2
Interest expense recognition differences	(2.8)			(2.8)			(3.5)
GILTI/BEAT	—			2.5			2.5

Tax on repatriated amounts	(0.3)			0.1			—
Securities and Exchange Commission (the “SEC”) Settlement	2.5			—			—
Other expense (income), net	0.3			(0.1)			(2.3)
Provision for income taxes	$	35.0		$	14.2		$	1.9
Effective tax rate	(1,522)		%	40		%	4		%


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Under U.S. GAAP, deferred tax assets and liabilities are recognized for the estimated future tax effects, based on enacted tax law, of temporary differences between the values of assets and liabilities recorded for financial reporting and tax purposes, and of net operating losses and other carryforwards. The significant components of the Company’s deferred tax assets and liabilities were as follows (in millions):


	September 30, 2022		September 30, 2021
Deferred tax assets:
Excess interest expense	$	—	$	15.0
Foreign tax credit	—		39.8
Right of use lease liability	—		9.8
Stock-based compensation	—		1.7
State tax credits	—		6.2
Other, net	—		9.4
Total deferred tax assets before valuation allowance	—		81.9
Valuation allowance	—		(43.7)
Total deferred tax assets	—		38.2
Deferred tax liabilities to be netted with deferred tax assets:
Property, plant and equipment	—		14.3
Right of use lease asset	—		9.8
Other, net	—		4.7
Total deferred tax liabilities to be netted with deferred tax assets	—		28.8
Net noncurrent deferred tax assets	$	—	$	9.4

Deferred tax assets to be netted with deferred tax liabilities:

Net operating loss carryforwards(a)	$	23.1	$	0.9
Excess interest expense	34.0		—
Foreign tax credit	39.4		—
Stock-based compensation	2.2		—
State capital losses	2.1		—
Right of use lease liability	14.8		2.5
State tax credits	7.0		—
Other, net(a)	16.0		3.6
Total deferred tax assets before valuation allowance	138.6		7.0
Valuation allowance(a)	(111.9)		(0.9)
Total deferred tax assets to be netted with deferred tax liabilities	26.7		6.1
Deferred tax liabilities:
Property, plant and equipment	58.0		52.2
Intangible asset	4.6		5.9
Right of use lease asset	14.8		2.5
Unrealized foreign exchange gain	5.5		1.5
Other, net	7.2		1.6
Total deferred tax liabilities	90.1		63.7
Net deferred tax liabilities	$	63.4	$	57.6

(a)Included in the balances at September 30, 2022 is $3.3 million of other deferred assets and $3.3 million of valuation allowances related to Plant Nutrition South America, which were included in held for sale at September 30, 2021.

At September 30, 2022 and 2021, the Company had $94.1 million and $3.3 million, respectively, of gross foreign federal net operating loss (“NOL”) carryforwards that have no expiration date and $3.2 million and $0.3 million, respectively, of net


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operating tax-effected state NOL carryforwards which will expire beginning in 2035. At September 30, 2022, the Company also had $2.1 million of tax-effected state capital losses which will expire beginning in 2027. The NOL carryforwards in Brazil and related valuation allowances were removed given the ending of the Company’s operations in Brazil.

The Company has recorded a valuation allowance for a portion of its deferred tax asset relating to various tax attributes that it does not believe are more likely than not to be realized. As of September 30, 2022 and 2021, the Company’s valuation allowance was $111.9 million and $44.6 million, respectively. In the future, if the Company determines, based on existence of sufficient evidence, that it should realize more or less of its deferred tax assets, an adjustment to the valuation allowance will be made in the period such a determination is made.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in multiple jurisdictions. The Company recognizes potential liabilities for unrecognized tax benefits in the U.S. and other tax jurisdictions in accordance with applicable U.S. GAAP, which requires uncertain tax positions to be recognized only if they are more likely than not to be upheld based on their technical merits. The measurement of the uncertain tax position is based on the largest benefit amount that is more likely than not (determined on a cumulative probability basis) to be realized upon settlement of the matter. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense may result.

The Company’s uncertain tax positions primarily relate to transactions and deductions involving U.S. and Canadian operations. If favorably resolved, $25.4 million of unrecognized tax benefits would decrease the Company’s effective tax rate. Management believes that it is reasonably possible that unrecognized tax benefits will decrease by approximately $2.4 million in the next twelve months largely as a result of tax returns being closed to future audits. In fiscal 2022, the Company’s income tax expense included a benefit of approximately $1.2 million related to the release of uncertain tax positions due to the expiration of statutes of limitations.

The following table shows a reconciliation of the beginning and ending amount of unrecognized tax benefits (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Unrecognized tax benefits:
Balance at beginning of period	$	38.0	$	37.9	$	46.5

Additions relating to tax positions taken in prior years	—		0.2		1.6


Reductions relating to tax positions taken in prior years	(3.2)		—		(0.1)
Reductions due to expiration of tax years	(1.2)		(0.1)		(10.1)
Balance at end of period	$	33.6	$	38.0	$	37.9

The Company accrues interest and penalties related to its uncertain tax positions within its tax provision. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company accrued interest and penalties, net of reversals, of $0.9 million, $2.6 million and $2.0 million, respectively. As of September 30, 2022 and 2021, accrued interest and penalties included in the Consolidated Balance Sheets totaled $25.7 million and $24.8 million, respectively.

The Company has historically considered the undistributed earnings of its foreign subsidiaries to be permanently reinvested. In December 2017, however, U.S. tax reform legislation was enacted, which included a one-time mandatory tax on previously deferred foreign earnings. As such, in fiscal 2018, the Company revised its permanently reinvested assertion and now expects to repatriate approximately $150 million of unremitted foreign earnings on which $4.6 million of income tax expense has been recorded for foreign withholding tax and state income taxes. Additionally, the Company changed its permanently reinvested assertion and repatriated $42.5 million of unremitted foreign earnings from its U.K. operations in September 2021 on which $0.1 million of income tax expense was recorded during fiscal 2021. In fiscal 2022, the Company changed its permanently reinvested assertion and now expects to repatriate an additional approximately $10.0 million of unremitted foreign earnings on which $0.1 million of income tax benefit was recorded during fiscal 2022. The Company intends to continue its permanently reinvested assertion on the remaining undistributed earnings of its foreign subsidiaries indefinitely. As of September 30, 2022, the Company has approximately $147.5 million of outside basis differences on which no deferred taxes have been recorded as the determination of the unrecognized deferred taxes is not practicable.

Canadian provincial tax authorities have challenged tax positions claimed by one of the Company’s Canadian subsidiaries and have issued tax reassessments for fiscal years 2002-2017. The reassessments are a result of ongoing audits and total approximately $165.2 million, including interest, through September 30, 2022. The Company disputes these reassessments and plans to continue to work with the appropriate authorities in Canada to resolve the dispute. There is a reasonable possibility that


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the ultimate resolution of this dispute, and any related disputes for other open tax years, may be materially higher or lower than the amounts the Company has reserved for such disputes. In connection with this dispute, local regulations require the Company to post security with the tax authority until the dispute is resolved. The Company has posted collateral in the form of a $124.9 million performance bond and has paid $36.2 million (most of which is recorded in other assets in the Consolidated Balance Sheets at September 30, 2022), which is necessary to proceed with future appeals or litigation.

The Company expects that it will be required by local regulations to provide security for additional interest on the above unresolved disputed amounts and for any future reassessments issued by these Canadian tax authorities in the form of cash, letters of credit, performance bonds, asset liens or other arrangements agreeable with the tax authorities until the disputes are resolved.

The Company expects that the ultimate outcome of these matters will not have a material impact on its results of operations or financial condition. However, the Company can provide no assurance as to the ultimate outcome of these matters and the impact could be material if they are not resolved in the Company’s favor. As of September 30, 2022, the Company believes it has adequately reserved for these reassessments.

Additionally, the Company has other uncertain tax positions as well as assessments and disputed positions with taxing authorities in its various jurisdictions.

11. PENSION PLANS AND OTHER BENEFITS

U.K. Pension

The Company has a defined benefit pension plan for certain of its U.K. employees. Benefits of this pension plan are based on a combination of years of service and compensation levels. This plan was closed to new participants in 1992. Beginning December 1, 2008, future benefits ceased to accrue for the remaining active employee participants in the pension plan concurrent with the establishment of a defined contribution plan for these employees.

The Company’s U.K. pension plan investment strategy is to maximize return on investments while minimizing risk. This is accomplished by investing in high-grade equity and debt securities. The Company’s portfolio guidelines recommend that equity securities comprise approximately 75% of the total portfolio and that approximately 25% be invested in debt securities. The Company’s portfolio has shifted to a smaller proportion of equity funds due to the increased volatility of these funds over the last several years, and it is researching strategies that will reduce volatility, while also maximizing returns. Investment strategies and portfolio allocations are based on the U.K. pension plan’s benefit obligations and its funded or underfunded status, expected returns, and the Company’s portfolio guidelines and are monitored on a regular basis. The weighted-average asset allocations by asset category are as follows:


Asset Category	September 30, 2022		September 30, 2021
Cash and cash equivalents	13	%	1	%
Blended funds	37	%	49	%
Bond funds	50	%	50	%

Total	100	%	100	%

The fair value of the Company’s U.K. pension plan assets by asset category (see Note 17 for a discussion regarding fair value measurements) are as follows (in millions):


	September 30, 2022		Level One		Level Two		Level Three
Asset category:
Cash and cash equivalents(a)	$	5.8	$	5.8	$	—	$	—
Blended funds(b)	15.6		—		15.6		—
Bond funds(c):
Treasuries	21.3		—		21.3		—

Total Pension Assets	$	42.7	$	5.8	$	36.9	$	—


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	September 30, 2021		Level One		Level Two		Level Three
Asset category:
Cash and cash equivalents(a)	$	1.0	$	1.0	$	—	$	—
Blended funds(b)	34.0		—		34.0		—
Bond funds(c):
Treasuries	34.4		—		34.4		—

Total Pension Assets	$	69.4	$	1.0	$	68.4	$	—

(a)The fair value of cash and cash equivalents is its carrying value.

(b)The Company is invested in a diversified growth fund. The diversified growth fund is valued at the last traded or official close for the underlying equities and bid or mid for the underlying fixed income securities depending on the portfolio benchmark. Where representative prices are unavailable, underlying fixed income investments are valued based on other observable market-based inputs.

(c)This category includes investments in investment-grade fixed-income instruments and funds linked to U.K. treasury notes. The funds are valued using the bid amounts for each fund. All of the Company’s bond fund pension assets are invested in U.K.-linked treasuries as of September 30, 2022 and 2021.

As of September 30, 2022 and 2021, amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net losses of $2.7 million (including $3.4 million of accumulated loss less prior service cost of $0.7 million) and $5.5 million (including $6.4 million of accumulated loss less prior service cost of $0.9 million), respectively. During the fiscal year ended September 30, 2022, the amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net gains of $1.6 million, amortization of loss of $0.4 million, amortization of prior service cost of $(0.1) million and foreign exchange of $1.3 million.

During the nine months ended September 30, 2021, the amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net gains of $3.0 million, amortization of loss of $0.9 million, amortization of prior service cost of $(0.1) million, the impact of a tax rate change of $(0.6) million and foreign exchange of $0.8 million.

During the fiscal year ended December 31, 2020, the amounts recognized in accumulated other comprehensive loss, net of tax, consisted of actuarial net losses of $(2.9) million, amortization of loss of $0.8 million, amortization of prior service cost of $(0.1) million and foreign exchange of $(0.3) million. The Company expects to recognize approximately $0.2 million ($0.3 million of amortization of loss less $0.1 million of prior service cost) of losses from accumulated other comprehensive loss as a component of net periodic pension cost in fiscal 2023. Total net periodic pension cost in fiscal 2023 is expected to be less than $0.1 million.

The assumptions used in determining pension information for the U.K. pension plan were as follows:


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Discount rate	5.45	%	1.90	%	1.20	%
Expected return on plan assets	5.05	%	3.10	%	3.10	%

The overall expected long-term rate of return on plan assets is a weighted-average expectation based on the fair value of targeted and expected portfolio composition. The Company considers historical performance and current benchmarks to arrive at expected long-term rates of return in each asset category. The Company determines its discount rate based on a forward yield curve for a portfolio of high-credit-quality bonds with expected cash flows and an average duration closely matching the expected benefit payments under the plan.

The Company’s funding policy is to make the minimum annual contributions required by applicable regulations or agreements with the plan administrator. Management expects there will be no contributions during 2023. In addition, the Company may periodically make contributions to the plan based upon the underfunded status of the plan or other transactions, which warrant incremental contributions in the judgment of management.

The U.K. pension plan includes a provision whereby supplemental benefits may be available to participants under certain circumstances after case review and approval by the plan trustees. Because instances of this type of benefit have historically been infrequent, the development of the projected benefit obligation and net periodic pension cost (benefit) has not provided for any future supplemental benefits. If additional benefits are approved by the trustees, it is likely that an additional contribution would be required and the amount of incremental benefits would be expensed by the Company.


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The Company expects to pay the following benefit payments (in millions):


Years Ending September 30:	Future Expected Benefit Payments
2023	$	2.4
2024	2.5
2025	2.6
2026	2.6
2027	2.7
2028-2032	14.6

The following table sets forth pension obligations and plan assets for the Company’s U.K. pension plan (in millions):


	September 30, 2022		September 30, 2021
Change in benefit obligation:
Benefit obligation at beginning of period	$	65.7	$	73.3
Interest cost	1.2		0.6
Actuarial loss	(18.9)		(4.6)

Benefits paid	(2.7)		(2.8)
Currency fluctuation adjustment	(8.6)		(0.8)
Benefit obligation at end of period	36.7		65.7
Change in plan assets:
Fair value at beginning of period	69.4		72.1
Actual return	(14.8)		1.0
Company contributions	0.4		—
Currency fluctuation adjustment	(9.6)		(0.9)
Benefits paid	(2.7)		(2.8)
Fair value of plan assets at end of period	42.7		69.4
Overfunded status of the plan	$	6.0	$	3.7

The Company’s U.K. pension plan was overfunded as of September 30, 2022 and September 30, 2021, and accordingly, $6.0 million and $3.7 million has been recorded as a noncurrent asset, respectively, in the Company’s Consolidated Balance Sheets. The accumulated benefit obligation for the U.K. pension plan was $36.7 million and $65.7 million as of September 30, 2022 and 2021, respectively. The plan assets were in excess of the accumulated benefit obligation as of September 30, 2022 and September 30, 2021. The vested benefit obligation is the actuarial present value of the vested benefits to which the employee is currently entitled but based on the employee’s expected date of retirement. Since all employees are vested, the accumulated benefit obligation and the vested benefit obligation are the same amount.

The Company uses a straight-line methodology of amortization subject to a corridor based upon the higher of the fair value of assets and the pension benefit obligation over a five-year period. The components of net periodic pension cost (benefit) were as follows (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Interest cost on projected benefit obligation	$	1.2	$	0.6	$	1.2
Prior service cost	(0.1)		(0.1)		(0.1)
Expected return on plan assets	(2.0)		(1.6)		(1.9)
Plan amendment	—		—		0.1
Net amortization	0.5		1.1		1.0
Net periodic pension (benefit) cost	$	(0.4)	$	—	$	0.3


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Other Post-Employment Benefits

The Company provides retirement medical, dental and life insurance benefits and post-employment vacation benefits to certain Canadian employees (collectively, the “Canadian Benefits”), which are considered other post-employment benefit obligations.

The assumed discount rate used to determine the benefit obligation for the Canadian Benefits as of September 30, 2022 and September 30, 2021 was 5.10% and 3.00%, respectively. The ultimate trend rate used to determine the benefit obligation for the Canadian Benefits as of September 30, 2022 and September 30, 2021 was 4.00%. The year that the rate reaches the ultimate trend rate is 2040.

The Company expects to pay the following payments for the Canadian Benefits (in millions):


Years Ending September 30:	Future Expected Benefit Payments
2023	$	0.5
2024	0.6
2025	0.6
2026	0.5
2027	0.5
2028-2032	3.2

The following table sets forth the Company’s benefit obligation (in millions):


	September 30, 2022		September 30, 2021
Change in benefit obligation:
Benefit obligation at beginning of period	$	11.3	$	10.6
Service cost	0.3		0.4
Interest cost	0.3		0.6
Benefits paid	(0.2)		(0.4)
Actuarial gain	(2.0)		—
Currency fluctuation adjustment	(0.8)		0.1
Benefit obligation at end of period	$	8.9	$	11.3

The Company uses the Projected Unit Credit Method in determining its benefit obligation. Under this method, each participant’s benefits are attributed to years of service, taking into account the projection of benefit costs. The components of net periodic cost (benefit) are also shown above.

Other

The Company has defined contribution and pre-tax savings plans (the “Savings Plans”) for certain of its employees. Under each of the Savings Plans, participants are permitted to defer a portion of their compensation. Company matching contributions to the Savings Plans are based on a percentage of employee contributions. Additionally, certain of the Savings Plans have a profit-sharing feature for salaried and non-union hourly employees. The Company contribution to the profit-sharing feature is discretionary and based on the Company’s financial performance and other factors. Expense attributable to the Savings Plans was $9.7 million, $7.1 million and $12.5 million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively.

The Savings Plans include a non-qualified plan for certain executive officers and other key employees who are limited in their ability to participate in qualified plans due to existing regulations. These employees are allowed to defer a portion of their compensation, upon which they will be entitled to receive Company contributions despite the limitations imposed by current U.S. regulations for qualified plans. The Company’s contributions to the Savings Plans include Company matching contributions based on a percentage of the employee’s deferred salary, discretionary profit sharing contributions and any investment income (loss) that would have been credited to their account had the contributions been made according to employee-designated investment specifications. Although not required to do so, the Company invests amounts equal to the salary deferrals, the corresponding Company matching contribution and discretionary profit sharing amounts according to the employee-designated investment specifications. As of September 30, 2022 and 2021, investments in marketable securities totaling $1.8 million and $2.1 million, respectively, were included in other noncurrent assets with a corresponding deferred


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compensation liability included in other noncurrent liabilities in the Consolidated Balance Sheets. Compensation expense recorded for the non-qualified plan was immaterial for each of the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, including amounts attributable to investment income, and was included in other, net in the Consolidated Statements of Operations.

12. LONG TERM DEBT

Long-term debt consists of the following (in millions):


	September 30, 2022		September 30, 2021
4.875% Senior Notes due July 2024	$	250.0	$	250.0
Term Loan due January 2025	16.9		80.8
Revolving Credit Facility due January 2025	151.5		88.4
6.75% Senior Notes due December 2027	500.0		500.0
AR Securitization Facility expires June 2025	37.5		26.8

	955.9		946.0
Less unamortized debt issuance costs	(8.3)		(10.6)
Total debt	947.6		935.4
Less current portion	—		—
Long-term debt	$	947.6	$	935.4

Credit Agreement

In November 2019, the Company entered into an agreement to amend and restate its credit agreement (the “2019 Credit Agreement”), which matures in January 2025. The 2019 Credit Agreement provides for senior secured financing consisting of a $400 million term loan facility and a $300 million revolving credit facility. The term loan is repayable in quarterly installments of interest and principal which began in March 2020 with principal payments equal to 2.5% per year during the first two years and 5% per year during the final three years. The Company may elect for the credit facility to bear interest at either an alternate base rate or an adjusted eurocurrency bank deposit rate plus, in each case, an interest rate margin, based upon a defined consolidated leverage ratio. The outstanding term loan can be prepaid at any time without penalty. As of September 30, 2022, the weighted average interest rate was 5.7% on all borrowings outstanding under the 2019 Credit Agreement. The 2019 Credit Agreement, as amended, requires the Company to maintain certain financial ratios, including a minimum interest coverage ratio and a maximum total net leverage ratio. The total net leverage ratio (discussed further below) represents the ratio of (a) consolidated total net debt to (b) consolidated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Consolidated total net debt includes the aggregate principal amount of total debt, net of unrestricted cash not to exceed $50.0 million. Investors may refer to the 2019 Credit Agreement for additional details.

Under the current revolving credit facility, up to $40 million may be drawn in Canadian dollars and $10 million may be drawn in British pounds sterling. Additionally, the revolving credit facility includes a sub-limit for short-term letters of credit in an amount not to exceed $50 million. The Company incurs participation fees related to its outstanding letters of credit and commitment fees on its available borrowing capacity. The rates vary depending on the Company’s leverage ratio. Bank fees are not material.

In November 2022, the Company entered into the third amendment to the 2019 Credit Agreement, principally to affect a transition from the London Inter-Bank Offered Rate to the Secured Overnight Financing Rate pricing benchmark provisions.

In June 2022, the Company entered into an amendment to the 2019 Credit Agreement, which eased the restrictions of certain covenants contained in the agreement. The amendment included increasing the maximum allowed consolidated total net leverage ratio (as defined and calculated under the terms of the 2019 Credit Agreement) to 5.5x as of the last day of any quarter through fiscal 2022, gradually stepping down to 4.5x for the fiscal quarter ended June 30, 2024. In connection with this amendment, the Company paid fees totaling $0.2 million which were capitalized as deferred financing costs.

In April 2022, the Company utilized earnout proceeds from the 2021 sale of its South America specialty plant nutrition business and proceeds from the April 2022 sale of the South America chemicals business to repay approximately $60.6 million of its term loan balance.

In July 2021, the Company utilized cash proceeds from the sale of a component of its North America micronutrient product business and its South America specialty plant nutrition business to repay amounts borrowed against its revolving credit facility of $35.0 million. The Company also utilized an additional $265.0 million of the proceeds to pay down its term loan balance as required by the Credit Agreement.


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In the first quarter of 2021, the Company made a $41.7 million required prepayment of its term loan for 2020 Excess Cash Flow (as such term is defined in the 2019 Credit Agreement). This prepayment, along with the prepayment made in the third quarter of 2021 described above, will reduce the future required term loan payments. As such, the Company will not have a scheduled term loan payment until January 2025. As of September 30, 2022, there was $151.5 million outstanding under the revolving credit facility and, after deducting outstanding letters of credit totaling $13.6 million, the Company’s borrowing availability was $134.9 million.

The Company’s 2019 Credit Agreement borrowings are secured by substantially all existing and future U.S. assets of the Company, the Goderich mine in Ontario, Canada, and capital stock of certain subsidiaries. As of September 30, 2022, the Company was in compliance with each of its covenants under the 2019 Credit Agreement.

Senior Notes

In November 2019, the Company also issued $500 million 6.75% Senior Notes due December 2027 (the “6.75% Notes”), which are subordinate to the 2019 Credit Agreement borrowings. The 6.75% Notes are unsecured obligations and are guaranteed by certain of the Company’s domestic subsidiaries. Interest on the 6.75% Notes is due semi-annually in June and December. The 6.75% Notes are subordinated to all existing and future indebtedness. In connection with the 6.75% Notes, the Company paid $8.2 million of fees, all of which were capitalized as deferred financing costs.

The 4.875% Senior Notes due July 2024 (the “4.875% Notes”) are subordinate to the 2019 Credit Agreement borrowings. Interest on the 4.875% Notes is due annually in January and July. The 2019 Credit Agreement and the agreements governing the 4.875% Notes and the 6.75% Notes and other indebtedness contain covenants that limit the Company’s ability, among other things, to incur additional indebtedness or contingent obligations or grant liens; pay dividends or make distributions to stockholders; repurchase or redeem the Company’s stock; make investments or dispose of assets; prepay, or amend the terms of certain junior indebtedness; engage in sale and leaseback transactions; make changes to the Company’s organizational documents or fiscal periods; grant liens on the Company’s assets or make certain intercompany dividends, investments or asset transfers; enter into new lines of business; enter into transactions with the Company’s stockholders and affiliates; and acquire the assets of or merge or consolidate with other companies.

Securitization

On June 30, 2020, certain of the Company’s U.S. subsidiaries entered into a three-year committed revolving accounts receivable financing facility (the “AR Facility”) of up to $100.0 million with PNC Bank, National Association (“PNC”), as administrative agent and lender, and PNC Capital Markets, LLC, as structuring agent. On June 27, 2022, certain of the Company’s U.S. subsidiaries entered into an amendment to the AR Facility, extending the facility to June 2025. In connection with this amendment, the Company paid fees totaling $0.2 million which were capitalized as deferred financing costs.

In connection with the AR Facility, two of the Company’s U.S. subsidiaries, from time to time, sell and contribute receivables and certain related assets to a special purposes entity and wholly-owned U.S. subsidiary of the Company (the “SPE”). The SPE finances its acquisition of the receivables by obtaining secured loans from PNC and the other lenders party to a receivables financing agreement. A U.S. subsidiary of the Company services the receivables on behalf of the SPE for a fee. In addition, the Company has agreed to guarantee the performance by its subsidiaries. The Company and its subsidiaries do not guarantee the loan principal or interest under the receivables financing agreement or the collectability of the receivables under the AR Facility.

The purchase price for the sale of receivables consists of cash available to the SPE from loans under the AR Facility and from collections on previously sold receivables and, to the extent the SPE does not have funds available to pay the purchase price due on any day in cash, through an increase in the principal amount of a subordinated intercompany loan. The SPE pays monthly interest and fees with respect to amounts advanced by the lenders under the AR Facility.

The SPE’s sole business consists of the purchase or acceptance through capital contributions of the receivables and the subsequent granting of a security interest in these receivables and related rights to PNC on behalf of the lenders under the AR Facility. The SPE is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the SPE’s assets prior to any assets or value in the SPE becoming available to the Company and the assets of the SPE are not available to pay creditors of the Company or any of its affiliates other than the SPE. The Company accounts for the securitization as a borrowing and the related receivables are included in the accounts receivable balance.


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Future maturities of long-term debt are as follows (in millions):


Fiscal Years Ending September 30:	Debt Maturity
2023	$	—
2024	250.0
2025	205.9
2026	—
2027	—
Thereafter	500.0
Total	$	955.9

13. COMMITMENTS AND CONTINGENCIES

Contingent Obligations:

As previously disclosed, the Company was the subject of an investigation by the Division of Enforcement of the SEC regarding the Company’s disclosures primarily concerning the operation of the Goderich mine, the former South American businesses, and related accounting and internal control matters including Salt interim inventory valuation methodology issues that were disclosed in the Company’s Form 10-K/A for the year ended December 31, 2020, and Form 10-Q/A for the quarter ended March 31, 2021, each filed with the SEC on September 3, 2021.

On September 23, 2022, the Company reached a settlement with the SEC, concluding and resolving the SEC investigation in its entirety. Under the terms of the settlement, the Company, without admitting or denying the findings in the administrative order issued by the SEC, agreed to pay a civil penalty of $12 million and to cease and desist from violations of specified provisions of the federal securities laws and rules promulgated thereunder, and to retain an independent compliance consultant for a period of approximately one year to review certain accounting practices and procedures. As set forth in the administrative order, the $12 million civil penalty is to be paid in installments: $2 million, which was paid on September 29, 2022, and $10 million to be paid no later than September 30, 2023. The Company previously recorded an accrual for the full amount of the penalty in the third quarter of fiscal 2022, which was reflected in accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets.

The Company is also involved in legal and administrative proceedings and claims of various types from the ordinary course of the Company’s business.

Management cannot predict the outcome of legal claims and proceedings with certainty. Nevertheless, management believes that the outcome of legal proceeding and claims, which are pending or known to be threatened, even if determined adversely, will not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, cash flows or financial position, except as otherwise described in Note 10 and this Note 13.

Nearly 50% of the Company’s workforce is represented by collective bargaining agreements. Of the Company’s 12 collective bargaining agreements in effect on September 30, 2022, six will expire in fiscal 2023, one will expire in fiscal 2024, three will expire in fiscal 2025 (including for our Cote Blanche mine), and one will expire in each of fiscal 2026 (for our Goderich mine) and 2027.

Commitments:

Royalties: The Company has various private, state and Canadian provincial leases associated with the salt and SOP businesses, most of which are renewable by the Company. Many of these leases provide for a royalty payment to the lessor based on a specific amount per ton of mineral extracted or as a percentage of revenue. Royalty expense related to these leases was $20.0 million, $13.6 million and $16.3 million for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively.

Performance Bonds: The Company has various salt and other deicing product sales contracts that include performance provisions governing delivery and product quality. These sales contracts either require the Company to maintain performance bonds for stipulated amounts or contain contractual penalty provisions in the event of non-performance. For the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company has had no material penalties related to these sales contracts. At September 30, 2022, the Company had $195.0 million of outstanding performance bonds, which includes bonds related to Ontario mining tax reassessments.

Purchase Commitments: In connection with the operations of the Company’s facilities, the Company purchases utilities, other raw materials and services from third parties under contracts extending, in some cases, for multiple years. Purchases under these contracts are generally based on prevailing market prices. The Company has minimum throughput contracts with


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some of its depots and warehouses. The purchase commitments for these contracts are estimated to be $10.5 million for 2023, $6.3 million in 2024, $5.0 million in 2025, $4.3 million in 2026, $4.0 million in 2027 and $10.6 million thereafter.

14. OPERATING SEGMENTS

The Company’s reportable segments are strategic business units that offer different products and services, and each business requires different technology and marketing strategies. In connection with the executed business disposals discussed in Note 1 and Note 3, the Company identified two reportable segments as of March 31, 2021. The Specialty Businesses that comprised the Company’s former Plant Nutrition South America reportable segment and the North America micronutrient product business previously reported within the former Plant Nutrition North America reportable segment were classified as discontinued operations for all periods presented in its Consolidated Financial Statements in this Annual Report on Form 10-K. As part of the Company’s strategic shift, the Company renamed the former Plant Nutrition North America segment as the Plant Nutrition segment as of March 31, 2021.

For all periods presented in this report, the Company has two reportable segments in its Consolidated Financial Statements: Salt and Plant Nutrition. The Salt segment produces and markets salt, consisting primarily of sodium chloride and magnesium chloride, for use in road deicing for winter roadway safety and for dust control, food processing, water softeners and other consumer, agricultural and industrial applications. The Plant Nutrition segment produces and markets various grades of SOP.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All intersegment sales prices are market-based. The Company evaluates performance based on the operating earnings of the respective segments.

Segment information is as follows (in millions):


Fiscal Year Ended September 30, 2022	Salt		Plant Nutrition		Corporate & Other(a)(b)		Total
Sales to external customers	$	1,010.3	$	222.3	$	11.5	$	1,244.1
Intersegment sales	—		6.4		(6.4)		—
Shipping and handling cost	353.3		26.2		—		379.5
Operating earnings (loss)(b)	116.2		37.1		(110.4)		42.9
Depreciation, depletion and amortization	67.0		35.6		11.1		113.7
Total assets	1,020.6		475.1		147.8		1,643.5
Capital expenditures	63.7		25.7		5.7		95.1


Nine Months Ended September 30, 2021	Salt		Plant Nutrition		Corporate & Other(a)(b)		Total
Sales to external customers	$	671.1	$	156.8	$	8.7	$	836.6
Intersegment sales	—		4.5		(4.5)		—
Shipping and handling cost	198.8		21.3		—		220.1
Operating earnings (loss)(b)	133.2		5.8		(60.0)		79.0
Depreciation, depletion and amortization	53.3		26.8		9.7		89.8
Total assets	1,040.2		458.9		121.9		1,621.0
Capital expenditures	42.0		18.3		5.4		65.7


Fiscal Year Ended December 31, 2020	Salt		Plant Nutrition		Corporate & Other(a)(b)		Total
Sales to external customers	$	779.4	$	215.4	$	10.1	$	1,004.9
Intersegment sales	—		5.4		(5.4)		—
Shipping and handling cost	217.8		32.5		—		250.3
Operating earnings (loss)	161.0		15.3		(73.3)		103.0
Depreciation, depletion and amortization	66.6		37.7		13.5		117.8
Total assets	1,020.8		496.5		133.6		1,650.9
Capital expenditures	56.8		12.5		6.0		75.3


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Disaggregated revenue by product type is as follows (in millions):


Fiscal Year Ended September 30, 2022	Salt		Plant Nutrition		Corporate & Other(a)(b)		Total
Highway Deicing Salt	$	640.2	$	—	$	—	$	640.2
Consumer & Industrial Salt	370.1		—		—		370.1


SOP	—		228.7		—		228.7
Eliminations & Other	—		(6.4)		11.5		5.1
Sales to external customers	$	1,010.3	$	222.3	$	11.5	$	1,244.1


Nine Months Ended September 30, 2021	Salt		Plant Nutrition		Corporate & Other(a)(b)		Total
Highway Deicing Salt	$	440.2	$	—	$	—	$	440.2
Consumer & Industrial Salt	230.9		—		—		230.9


SOP	—		161.3		—		161.3
Eliminations & Other	—		(4.5)		8.7		4.2
Sales to external customers	$	671.1	$	156.8	$	8.7	$	836.6


Fiscal Year Ended December 31, 2020	Salt		Plant Nutrition		Corporate & Other(a)(b)		Total
Highway Deicing Salt	$	473.8	$	—	$	—	$	473.8
Consumer & Industrial Salt	305.6		—		—		305.6


SOP	—		220.8		—		220.8
Eliminations & Other	—		(5.4)		10.1		4.7
Sales to external customers	$	779.4	$	215.4	$	10.1	$	1,004.9

(a)Corporate and Other includes corporate entities, records management operations, equity method investments, lithium development costs and other incidental operations and eliminations. Operating earnings (loss) for corporate and other includes indirect corporate overhead including costs for general corporate governance and oversight, as well as costs for the human resources, information technology and finance functions.

(b)Corporate operating results for the fiscal year ended September 30, 2022 include executive transition costs of $3.8 million and net costs related to the SEC settlement of $17.1 million. Corporate operating results for the nine months ended September 30, 2021 also include costs related to the recently completed SEC investigation of $3.4 million. Refer to Note 13 for more information regarding the SEC investigation and settlement.

Financial information relating to the Company’s operations by geographic area is as follows (in millions):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
Sales	September 30, 2022		September 30, 2021		December 31, 2020
United States(a)	$	894.9	$	634.3	$	747.8
Canada	278.0		141.3		207.2
United Kingdom	57.7		57.5		41.6
Other	13.5		3.5		8.3
Total sales	$	1,244.1	$	836.6	$	1,004.9

(a)United States sales exclude product sold to foreign customers at U.S. ports.


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Financial information relating to the Company’s long-lived assets, excluding the investments related to the nonqualified retirement plan and pension plan assets, by geographic area (in millions):


Long-Lived Assets	September 30, 2022		September 30, 2021		December 31, 2020
United States	$	612.0	$	570.7	$	524.9
Canada	394.8		441.9		493.9
United Kingdom	58.1		70.9		73.9
Other	8.8		10.3		6.5
Total long-lived assets	$	1,073.7	$	1,093.8	$	1,099.2

15. STOCKHOLDERS’ EQUITY AND EQUITY INSTRUMENTS

The Company paid dividends of $0.60 per share in fiscal 2022 and currently intends to continue paying quarterly cash dividends, and its Board of Directors declared a quarterly dividend of $0.15 per share payable December 20, 2022. See Note 21 for more information. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Company’s Board of Directors and will depend upon many factors, including the Company’s financial condition, earnings, legal requirements, capital allocation strategy, restrictions in its debt agreements (see Note 12) and other factors the Company’s Board of Directors deems relevant.

Non-Employee Director Compensation

Non-employee directors may defer all or a portion of the fees payable for their service into deferred stock units, equivalent to the value of the Company’s common stock. Beginning in May 2020, the annual fees related to the director’s equity compensation were granted in deferred stock units or restricted stock units and vest at the next annual meeting. Additionally, as dividends are declared on the Company’s common stock, these deferred stock units are entitled to accrete dividends in the form of additional units based on the stock price on the dividend payment date. Accumulated deferred stock units are distributed in the form of Company common stock at a future specified date or following resignation from the Board of Directors, based upon the director’s annual election. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, members of the Board of Directors were credited with 12,643, 15,136 and 42,313 deferred stock units, respectively. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the directors were granted 11,933, 4,917 and 3,750 restricted stock units, respectively. During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, 41,225, 19,828 and 8,525 shares of common stock, respectively, were issued from treasury shares for director compensation.

Preferred stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, of which no shares are currently issued or outstanding. Of those, 200,000 shares of preferred stock were designated as series A junior participating preferred stock in connection with the Company’s now expired rights agreement.

Equity Compensation Awards

In 2005, the Company adopted the 2005 Incentive Award Plan (as amended, the “2005 Plan”), which authorized the issuance of 3,240,000 shares of Company common stock. In May 2015, the Company’s stockholders approved the 2015 Incentive Award Plan (as amended, the “2015 Plan”), which authorizes the issuance of 3,000,000 shares of Company common stock. Upon the approval of the 2015 Plan, the Company ceased issuing equity awards under the 2005 Plan. In May 2020, the Company’s stockholders approved the 2020 Incentive Award Plan (the “2020 Plan”), which authorizes the issuance of 2,977,933 shares of Company common stock. Since the date the 2020 Plan was approved, the Company ceased issuing equity awards under the 2015 Plan. In February 2022, the Company’s stockholders approved an amendment to the 2020 Plan, authorizing an additional 750,000 shares of Common stock. The 2005 Plan, 2015 Plan and 2020 Plan allow for grants of equity awards to executive officers, other employees and directors, including shares of common stock, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and deferred stock units.

Options

Substantially all of the stock options granted under each of the plans vest ratably, in tranches, over a four-year service period. Unexercised options expire after seven years. Options do not have dividend or voting rights. Upon vesting, each option can be exercised to purchase one share of the Company’s common stock. The exercise price of options is equal to the closing stock price on the day of grant.


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To estimate the fair value of options on the grant date, the Company uses the Black-Scholes option valuation model. Award recipients are grouped according to expected exercise behavior. Unless better information is available to estimate the expected term of the options, the estimate is based on historical exercise experience. The risk-free rate, using U.S. Treasury yield curves in effect at the time of grant, is selected based on the expected term of each group. The Company’s historical stock price is used to estimate expected volatility. The weighted average assumptions and fair values for options granted is included in the following table.


	Fiscal Year Ended			Nine Months Ended			Fiscal Year Ended
	September 30, 2022			September 30, 2021			December 31, 2020
Fair value of options granted	$	16.84		$	13.46		$	10.91
Expected term (years)	4.8			4.8			4.8
Expected volatility	37.9		%	36.1		%	29.3		%
Dividend yield	3.9		%	3.7		%	3.5		%
Risk-free interest rates	1.1		%	0.4		%	1.6		%

RSUs

Most of the RSUs granted under the 2015 Plan and 2020 Plan vest after one to three years of service entitling the holders to one share of common stock for each vested RSU. The unvested RSUs do not have voting rights but are entitled to receive non-forfeitable dividends (generally after a performance hurdle has been satisfied for the year of the grant) or other distributions that may be declared on the Company’s common stock equal to the per-share dividend declared. The closing stock price on the day of grant is used to determine the fair value of RSUs.

PSUs

Substantially all of the PSUs outstanding under the 2015 Plan and 2020 Plan are either total stockholder return PSUs (the “TSR PSUs”) or adjusted earnings before interest, taxes, depreciation and amortization growth PSUs (“EBITDA Growth PSUs”). The actual number of shares of the Company’s common stock that may be earned with respect to TSR PSUs is calculated by comparing the Company’s total stockholder return to the total stockholder return for each company comprising the Company’s peer group or a total return percentage target over a two or three-year performance period and may range from 0% to 300% of the target number of shares based upon the attainment of these performance conditions. The actual number of shares of common stock that may be earned with respect to EBITDA Growth PSUs is calculated based on the attainment of adjusted EBITDA growth during the performance period and may range from 0% to 300%. Holders of PSUs do not have voting rights but are entitled to receive non-forfeitable dividends or other distributions equal to those declared on the Company’s common stock for PSUs that are earned, which are paid when the shares underlying the PSUs are issued.

To estimate the fair value of the TSR PSUs on the grant date for accounting purposes, the Company uses a Monte-Carlo simulation model, which simulates future stock prices of the Company as well as the Company’s peer group. This model uses historical stock prices to estimate expected volatility and the Company’s correlation to the peer group. The risk-free rate was determined using the same methodology as the option valuations as discussed above. The Company’s closing stock price on the grant date was used to estimate the fair value of the EBITDA Growth PSUs. The Company will adjust the expense of the EBITDA Growth PSUs based upon its estimate of the number of shares that will ultimately vest at each interim date during the vesting period.


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The following is a summary of the Company’s stock option, RSU and PSU activity and related information for the following periods:


	Stock Options			RSUs			PSUs
	Number	Weighted-average exercise price		Number	Weighted-average fair value		Number	Weighted-average fair value
Outstanding at December 31, 2019	887,867	$	64.21	217,413	$	52.07	179,397	$	61.43
Granted	94,945	58.91		95,276	58.24		107,072	74.73
Exercised(a)	(4,454)	57.02		—	—		—	—
Released from restriction(a)	—	—		(76,570)	50.03		(11,575)	78.87
Cancelled/Expired	(109,586)	69.00		(28,137)	51.85		(33,100)	68.18
Outstanding at December 31, 2020	868,772	$	63.06	207,982	$	55.68	241,794	$	65.57
Granted	120,602	63.14		95,287	63.52		96,002	63.14
Exercised(a)	(23,731)	59.81		—	—		—	—
Released from restriction(a)	—	—		(51,772)	53.37		(16,496)	69.71
Cancelled/Expired	(136,937)	72.79		(27,998)	60.13		(41,393)	62.77
Outstanding at September 30, 2021	828,706	$	61.56	223,499	$	59.00	279,907	$	64.90
Granted	73,290	73.77		103,363	66.36		178,052	73.86
Exercised(a)	(3,861)	67.76		—	—		—	—
Released from restriction(a)	—	—		(85,849)	56.88		(28,666)	55.98
Cancelled/Expired	(123,555)	74.15		(32,278)	62.23		(97,934)	61.44
Outstanding at September 30, 2022	774,580	$	60.68	208,735	$	63.02	331,359	$	71.51

(a)Common stock issued for exercised options, vested RSUs and vested and earned PSUs were issued from treasury shares.

As of September 30, 2021, there were 828,706 options outstanding of which 551,682 were exercisable. The following table summarizes information about options outstanding and exercisable at September 30, 2022.


	Options Outstanding				Options Exercisable
Range of exercise prices	Options outstanding	Weighted-average remaining contractual life (years)	Weighted-average exercise price of options outstanding		Options exercisable	Weighted-average remaining contractual life (years)	Weighted-average exercise price of exercisable options
$53.75 - $54.10	252,245	3.6	$	53.75	252,245	3.6	$	53.75
$54.11 - $59.21	109,863	3.9	57.03		67,454	3.7	56.72
$59.22 - $61.32	120,426	2.5	59.50		120,426	2.5	59.50
$61.33 - $68.53	165,515	3.3	65.55		106,202	2.2	66.89
$68.54 - $74.49	126,531	3.2	72.39		66,547	0.6	70.53
Totals	774,580	3.3	$	60.68	612,874	2.8	$	59.31

During the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, the Company recorded compensation expense, inclusive of discontinued operations, of $17.2 million (includes $1.5 million paid in cash), $8.7 million (includes $1.0 million paid in cash) and $9.9 million (includes $0.5 million paid in cash), respectively, related to its stock-based compensation awards that are expected to vest. No amounts have been capitalized. The fair value of options vested was $1.6 million, $1.6 million and $1.4 million in the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively.

As of September 30, 2022, unrecorded compensation cost related to non-vested awards of $11.9 million is expected to be recognized through 2025, with a weighted average period of 1.9 years.


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The intrinsic value of stock options exercised relating to the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020 each totaled less than $0.1 million. As of September 30, 2022, there was no intrinsic value of options outstanding; 612,874 options were exercisable with no intrinsic value. The number of shares held in treasury is sufficient to cover all outstanding equity awards as of September 30, 2022.

Accumulated Other Comprehensive Loss

The Company’s comprehensive loss is comprised of net (loss) earnings, net amortization of the change in the unrealized gain (loss) of the pension obligation, the change in the unrealized gain in other postretirement benefits, the change in the unrealized (loss) gain on natural gas and foreign currency cash flow hedges, and CTA. The components of and changes in AOCL are as follows (in millions):


Fiscal Year Ended September 30, 2022(a)	Gains and (Losses) on Cash Flow Hedges		Defined Benefit Pension		Other Post-Employment Benefits		Foreign Currency		Total
Beginning balance	$	3.1	$	(5.4)	$	—	$	(108.2)	$	(110.5)
Other comprehensive (loss) income before reclassifications(b)	(0.8)		2.4		1.4		(53.6)		(50.6)
Amounts reclassified from AOCL	(3.9)		0.3		(0.1)		49.5		45.8
Net current period other comprehensive (loss) income	(4.7)		2.7		1.3		(4.1)		(4.8)

Ending balance	$	(1.6)	$	(2.7)	$	1.3	$	(112.3)	$	(115.3)


Nine Months Ended September 30, 2021(a)	Gains and (Losses) on Cash Flow Hedges		Defined Benefit Pension		Foreign Currency		Total
Beginning balance	$	0.2	$	(9.4)	$	(294.6)	$	(303.8)
Other comprehensive income before reclassifications(b)	5.4		3.1		44.4		52.9
Amounts reclassified from AOCL	(2.5)		0.9		142.0		140.4
Net current period other comprehensive income	2.9		4.0		186.4		193.3
Ending balance	$	3.1	$	(5.4)	$	(108.2)	$	(110.5)

(a)With the exception of the CTA, for which no tax effect is recorded, the changes in the components of AOCL presented in the table are reflected net of applicable income taxes.

(b)The Company recorded foreign exchange gain (loss) of $6.7 million and $(17.7) million in the fiscal year ended September 30, 2022 and the nine months ended September 30, 2021, respectively, in AOCL related to intercompany notes which were deemed to be of a long-term investment nature.


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	Amount Reclassified from AOCL				Line Item Impacted in the Consolidated Statement of Operations
	Fiscal Year Ended		Nine Months Ended
	September 30, 2022		September 30, 2021
Gains (losses) on cash flow hedges:
Natural gas instruments	$	(5.3)	$	(1.1)	Product cost
Foreign currency contracts	—		(2.5)		Interest expense
Income tax expense	1.4		1.1
Reclassifications, net of income taxes	(3.9)		(2.5)
Amortization of defined benefit pension:
Amortization of loss	$	0.4	$	1.0	Product cost
Income tax benefit	(0.1)		(0.1)
Reclassifications, net of income taxes	0.3		0.9
Amortization of other post-employment benefits
Amortization of loss	$	(0.1)	$	—	Product cost
Income tax benefit	—		—
Reclassifications, net of income taxes	(0.1)		—
Reclassifications, CTA due to sale of foreign entity	49.5		142.0
Total reclassifications, net of income taxes	$	45.8	$	140.4

16. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is subject to various types of market risks, including interest rate risk, foreign currency exchange rate transaction and translation risk and commodity pricing risk. Management may take actions to mitigate the exposure to these types of risks, including entering into forward purchase contracts and other financial instruments. The Company manages a portion of its commodity pricing and foreign currency exchange rate risks by using derivative instruments. From time to time, the Company may enter into foreign exchange contracts to mitigate foreign exchange risk. The Company does not seek to engage in trading activities or take speculative positions with any financial instrument arrangement. The Company has entered into natural gas derivative instruments and foreign currency derivative instruments with counterparties it views as creditworthy. However, the Company does attempt to mitigate its counterparty credit risk exposures by, among other things, entering into master netting agreements with some of these counterparties. The Company records derivative financial instruments as either assets or liabilities at fair value in its Consolidated Balance Sheets. The assets and liabilities recorded as of September 30, 2022 and 2021 were not material.

Derivatives qualify for treatment as hedges when there is a high correlation between the change in fair value of the derivative instrument and the related change in value of the underlying hedged item. Depending on the exposure being hedged, the Company must designate the hedging instrument as a fair value hedge, a cash flow hedge or a net investment in foreign operations hedge. For the qualifying derivative instruments that have been designated as hedges, the effective portion of the change in fair value is recognized through earnings when the underlying transaction being hedged affects earnings, allowing a derivative’s gains and losses to offset related results from the hedged item in the Consolidated Statements of Operations. Any ineffectiveness related to these hedges was not material for any of the periods presented. For derivative instruments that have not been designated as hedges, the entire change in fair value is recorded through earnings in the period of change.


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Natural Gas Derivative Instruments

Natural gas is consumed at several of the Company’s production facilities, and changes in natural gas prices impact the Company’s operating margin. The Company seeks to reduce the earnings and cash flow impacts of changes in market prices of natural gas by fixing the purchase price of up to 90% of its forecasted natural gas usage. It is the Company’s policy to consider hedging portions of its natural gas usage up to 36 months in advance of the forecasted purchase. As of September 30, 2022, the Company had entered into natural gas derivative instruments to hedge a portion of its natural gas purchase requirements through September 2024. As of September 30, 2022 and 2021, the Company had agreements in place to hedge forecasted natural gas purchases of 3.8 million and 2.1 million MMBtus, respectively. All natural gas derivative instruments held by the Company as of September 30, 2022 and 2021, qualified and were designated as cash flow hedges. As of September 30, 2022, the Company expects to reclassify from AOCL to earnings during the next twelve months $0.6 million of net losses on derivative instruments related to its natural gas hedges. Refer to Note 17 for the estimated fair value of the Company’s natural gas derivative instruments as of September 30, 2022 and 2021.

Foreign Currency Instrument

In April 2021, the Company entered into a non-deliverable foreign currency forward selling R$500.0 million Brazilian reais to buy U.S. dollars. The forward matured on July 1, 2021, which coincided with the closing of the sale of the South America specialty plant nutrition business.

Foreign Currency Swaps not Designated as Hedges

In March 2020, the Company entered into forward instruments to swap currency denominated in U.S. dollars to Canadian dollars for a future intercompany payment from a U.S. subsidiary to a Canadian subsidiary. These instruments matured in April 2020 with combined notional amounts of $89.9 million. The objective of the instruments was to mitigate the foreign currency fluctuation risk related to intercompany payments denominated in a currency other than U.S. dollars, the Company’s functional currency. The instrument was not designated as a hedge. When these agreements settled in April 2020, the Company recognized a foreign exchange loss of $3.1 million in its Consolidated Statements of Operations.

The following tables present the fair value of the Company’s derivatives (in millions):


	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments:	Consolidated Balance Sheet Location	September 30, 2022		Consolidated Balance Sheet Location	September 30, 2022
Commodity contracts	Other current assets	$	2.7	Accrued expenses and other current liabilities	$	3.3
Commodity contracts	Other assets	0.2		Other noncurrent liabilities	0.7

Total derivatives designated as hedging instruments(a)		$	2.9		$	4.0

(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $2.9 million of its commodity contracts that are in receivable positions against its contracts in payable positions.


	Asset Derivatives			Liability Derivatives
Derivatives designated as hedging instruments:	Consolidated Balance Sheet Location	September 30, 2021		Consolidated Balance Sheet Location	September 30, 2021
Commodity contracts	Other current assets	$	4.0	Accrued expenses and other current liabilities	$	0.3
Commodity contracts	Other assets	0.5		Other noncurrent liabilities	—

Total derivatives designated as hedging instruments(a)		$	4.5		$	0.3

(a)The Company has master netting agreements with its commodity hedge counterparties and accordingly has netted in its Consolidated Balance Sheets $0.3 million of its commodity contracts that are in payable positions against its contracts in receivable positions.


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The following tables present activity related to other comprehensive loss before taxes (in millions):


		Fiscal Year Ended September 30, 2022
Derivatives in Cash Flow Hedging Relationships	Location of Change Reclassified from Accumulated OCI Into Income (Effective Portion)	Amount Recognized in OCI on Derivative (Effective Portion)		Amount Reclassified from Accumulated OCI Into Income (Effective Portion)
Commodity contracts	Product cost	$	0.1	$	5.3

Total		$	0.1	$	5.3


		Nine Months Ended September 30, 2021
Derivatives in Cash Flow Hedging Relationships	Location of Change Reclassified from Accumulated OCI Into Income Effective Portion)	Amount Recognized in OCI on Derivative (Effective Portion)		Amount Reclassified from Accumulated OCI Into Income (Effective Portion)
Commodity contracts	Product cost	$	(5.1)	$	1.1

Total		$	(5.1)	$	1.1

17. FAIR VALUE MEASUREMENTS

The Company’s financial instruments are measured and reported at their estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction. When available, the Company uses quoted prices in active markets to determine the fair values for its financial instruments (Level 1 inputs), or absent quoted market prices, observable market-corroborated inputs over the term of the financial instruments (Level 2 inputs). Except as described below, the Company does not have any unobservable inputs that are not corroborated by market inputs (Level 3 inputs).

The Company holds marketable securities associated with its Savings Plans, which are valued based on readily available quoted market prices. The Company utilizes derivative instruments to manage its risk of changes in natural gas prices and foreign exchange rates (see Note 16). The fair value of the natural gas and foreign currency derivative instruments are determined using market data of forward prices for all of the Company’s contracts.

The estimated fair values for each type of instrument are presented below (in millions).


	September 30, 2022		Level One		Level Two		Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	1.8	$	1.8	$	—	$	—

Total Assets	$	1.8	$	1.8	$	—	$	—
Liability Class:
Derivatives – natural gas instruments, net	$	(1.1)	$	—	$	(1.1)	$	—
Liabilities related to non-qualified savings plan	(1.8)		(1.8)		—		—
Total Liabilities	$	(2.9)	$	(1.8)	$	(1.1)	$	—

(a)Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 5% in the common stock of small to mid-cap U.S. companies, 10% in the common stock of international companies, 15% in bond funds, 5% in short-term investments and 35% in blended funds.


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	September 30, 2021		Level One		Level Two		Level Three
Asset Class:
Mutual fund investments in a non-qualified savings plan(a)	$	2.1	$	2.1	$	—	$	—
Derivatives – natural gas instruments, net	4.2		—		4.2		—
Total Assets	$	6.3	$	2.1	$	4.2	$	—
Liability Class:
Liabilities related to non-qualified savings plan	$	(2.1)	$	(2.1)	$	—	$	—

Total Liabilities	$	(2.1)	$	(2.1)	$	—	$	—

(a)Includes mutual fund investments of approximately 30% in the common stock of large-cap U.S. companies, 10% in the common stock of small to mid-cap U.S. companies, 10% in the common stock of international companies, 15% in bond funds, 5% in short-term investments and 30% in blended funds.

Cash and cash equivalents, receivables (net of reserve for doubtful accounts) and accounts payable are carried at cost, which approximates fair value due to their liquid and short-term nature. The Company’s investments related to its nonqualified retirement plan of $1.8 million and $2.1 million as of September 30, 2022 and 2021, respectively, are stated at fair value based on quoted market prices. As of September 30, 2022 and 2021, the estimated fair value of the Company’s fixed-rate 4.875% Notes, based on available trading information (Level 2), totaled $235.9 million and $260.0 million, respectively, compared with the aggregate principal amount at maturity of $250.0 million. As of September 30, 2022 and 2021, the estimated fair value of the Company’s fixed-rate 6.75% Notes, based on available trading information (Level 2), totaled $468.9 million and $532.9 million, respectively, compared with the aggregate principal amount at maturity of $500.0 million. The fair value at September 30, 2022 and 2021 of amounts outstanding under the Company’s term loans and revolving credit facility, based upon available bid information received from the Company’s lender (Level 2), totaled approximately $158.5 million and $166.6 million, respectively, compared with the aggregate principal amount at maturity of $168.4 million and $169.2 million, respectively.

Management performed an analysis for its South America chemicals business as of September 30, 2021, which resulted in the recognition of a loss related to an adjustment to fair value less estimated costs to sell the business. The fair value measurements used in this analysis were a combination of Level 2 and Level 3 inputs. Refer to Note 3 for a discussion of fair value as it relates to the Company’s South America chemicals business, which was sold in fiscal 2022.


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18. EARNINGS PER SHARE

The two-class method requires allocating the Company’s net earnings to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per common share (in millions, except for share and per share data):


	Fiscal Year Ended		Nine Months Ended		Fiscal Year Ended
	September 30, 2022		September 30, 2021		December 31, 2020
Numerator:
Net (loss) earnings from continuing operations	$	(37.3)	$	20.9	$	42.6
Less: Net earnings allocated to participating securities(a)	(0.3)		(0.9)		(1.1)
Net (loss) earnings from continuing operations available to common stockholders	(37.6)		20.0		41.5
Net earnings (loss) from discontinued operations available to common stockholders	12.2		(234.2)		20.5
Net (loss) earnings available to common stockholders	$	(25.4)	$	(214.2)	$	62.0
Denominator (in thousands):
Weighted average common shares outstanding, shares for basic earnings per share(b)	34,120		34,013		33,928
Weighted average equity awards outstanding	—		50		—
Shares for diluted earnings per share	34,120		34,063		33,928

Basic net (loss) earnings from continuing operations per common share	$	(1.10)	$	0.59	$	1.22
Basic net earnings (loss) from discontinued operations per common share	0.36		(6.89)		0.60
Basic net (loss) earnings per common share	$	(0.74)	$	(6.30)	$	1.83

Diluted net (loss) earnings from continuing operations per common share	$	(1.10)	$	0.58	$	1.22
Diluted net earnings (loss) from discontinued operations per common share	0.36		(6.89)		0.60
Diluted net (loss) earnings per common share	$	(0.74)	$	(6.30)	$	1.82

(a)Participating securities include PSUs and RSUs that receive non-forfeitable dividends. Net earnings were allocated to participating securities of 407,000, 426,000 and 397,000 for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively.

(b)For the calculation of diluted earnings per share, the Company uses the more dilutive of either the treasury stock method or the two-class method to determine the weighted average number of outstanding common shares. In addition, the Company had 1,106,000, 1,062,000 and 1,188,000 weighted options outstanding for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020, respectively, which were anti-dilutive and therefore not included in the diluted earnings per share calculation.

19. TRANSITION PERIOD COMPARATIVE DATA

As discussed in Note 1, this Annual Report on Form 10-K includes financial information for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020. The Consolidated Statements of Operations and Cash Flows for the twelve months ended September 30, 2022 and 2021 and nine months ended September 30, 2021 and 2020, are summarized below. All data for the twelve months ended September 30, 2021 and the nine months ended September 30, 2020, are derived from the Company’s previously reported consolidated financial statements.


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	Twelve Months Ended				Nine Months Ended
(in millions, except per share amounts)	September 30, 2022		September 30, 2021		September 30, 2021		September 30, 2020
			(Unaudited)				(Unaudited)
Sales	$	1,244.1	$	1,145.8	$	836.6	$	695.7
Shipping and handling cost	379.5		295.8		220.1		174.6
Product cost	667.8		619.8		444.8		359.8
Gross profit	196.8		230.2		171.7		161.3
Selling, general and administrative expenses	153.9		123.1		92.7		86.4
Operating earnings	42.9		107.1		79.0		74.9
Other expense (income):
Interest expense	55.2		59.8		44.3		47.2
(Gain) loss on foreign exchange	(14.9)		5.6		(0.6)		(10.8)
Net loss in equity investees	5.2		0.5		0.5		—
Other (income) expense, net	(0.3)		(0.2)		(0.3)		0.3
(Loss) earnings before income taxes from continuing operations	(2.3)		41.4		35.1		38.2
Income tax expense for continuing operations	35.0		5.8		14.2		10.3
Net (loss) earnings from continuing operations	(37.3)		35.6		20.9		27.9
Net earnings (loss) from discontinued operations	12.2		(220.8)		(234.2)		7.1
Net (loss) earnings	$	(25.1)	$	(185.2)	$	(213.3)	$	35.0

Basic net (loss) earnings from continuing operations per common share	$	(1.10)	$	1.01	$	0.59	$	0.80
Basic net earnings (loss) from discontinued operations per common share	0.36		(6.49)		(6.89)		0.21
Basic net (loss) earnings per common share	$	(0.74)	$	(5.48)	$	(6.30)	$	1.01

Diluted net (loss) earnings from continuing operations per common share	$	(1.10)	$	1.00	$	0.58	$	0.79
Diluted net earnings (loss) from discontinued operations per common share	0.36		(6.49)		(6.89)		0.21
Diluted net (loss) earnings per common share	$	(0.74)	$	(5.48)	$	(6.30)	$	1.00

Weighted-average common shares outstanding (in thousands):
Basic	34,120		33,999		34,013		33,918
Diluted	34,120		34,042		34,063		33,918


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	Twelve Months Ended				Nine Months Ended
(in millions)	September 30, 2022		September 30, 2021		September 30, 2021		September 30, 2020
			(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net (loss) earnings	$	(25.1)	$	(185.2)	$	(213.3)	$	35.0
Adjustments to reconcile net (loss) earnings to net cash flows provided by operating activities:
Depreciation, depletion and amortization	113.7		128.9		94.6		103.6
Amortization of deferred financing costs	2.9		3.2		2.4		2.4
Refinancing of long-term debt	—		—		—		0.1
Stock-based compensation	15.7		9.9		7.7		7.2
Deferred income taxes	19.9		(29.0)		(29.5)		4.7
Unrealized foreign exchange gain	(29.1)		(12.3)		(17.9)		(8.4)
Loss on impairment of long-lived assets	23.1		300.0		300.0		—
Net loss (gain) in equity investees	5.2		(1.6)		(0.6)		(0.4)
Loss (gain) on disposition of assets	3.7		(26.3)		(27.3)		—
Other, net	(0.1)		—		(0.1)		5.7
Changes in operating assets and liabilities, net of sale of businesses:
Receivables	(55.0)		(17.4)		74.1		111.0
Inventories	6.3		(21.7)		(52.3)		(107.6)
Other assets	(14.2)		(3.1)		(14.7)		11.0
Accounts payable and accrued expenses and other current liabilities	55.1		23.7		49.2		21.8
Other liabilities	(1.6)		(19.7)		(9.6)		2.4
Net cash provided by operating activities	120.5		149.4		162.7		188.5
Cash flows from investing activities:
Capital expenditures	(96.7)		(93.8)		(71.8)		(62.9)
Proceeds from sale of businesses	61.2		348.6		348.6		—
Investments in equity method investees	(46.3)		(5.0)		(4.2)		(1.3)
Other, net	1.8		3.4		3.6		(1.0)
Net cash (used in) provided by investing activities	(80.0)		253.2		276.2		(65.2)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	466.2		505.1		349.4		144.3
Principal payments on revolving credit facility borrowings	(403.1)		(516.9)		(391.3)		(204.1)
Proceeds from issuance of long-term debt	55.9		120.6		70.9		66.1
Principal payments on long-term debt	(109.1)		(427.3)		(394.8)		(46.7)
Dividends paid	(20.8)		(98.0)		(73.1)		(74.2)
Deferred financing costs	(0.4)		(0.1)		(0.1)		(1.1)
Proceeds from stock option exercised	0.3		1.6		1.4		—
Shares withheld to satisfy employee tax obligations	(2.0)		(1.3)		(1.2)		(1.2)
Other, net	(1.3)		(1.2)		(0.8)		(1.4)
Net cash used in financing activities	(14.3)		(417.5)		(439.6)		(118.3)
Effect of exchange rate changes on cash and cash equivalents	(1.1)		1.8		0.7		(5.6)
Net change in cash and cash equivalents	25.1		(13.1)		—		(0.6)
Cash and cash equivalents, beginning of the year	21.0		34.1		21.0		34.7
Cash and cash equivalents, end of period	46.1		21.0		21.0		34.1
Less: cash and cash equivalents included in current assets held for sale	—		(2.9)		(2.9)		(25.3)
Cash and cash equivalents of continuing operations, end of period	$	46.1	$	18.1	$	18.1	$	8.8

Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	52.9	$	60.4	$	38.6	$	43.3
Income taxes paid, net of refunds	$	17.3	$	50.0	$	41.8	$	(18.5)


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20. QUARTERLY RESULTS

In the first quarter of fiscal 2021, the Company concluded that certain of its assets met the criteria for classification as held for sale and discontinued operations. See Note 1 to the Consolidated Financial Statements for more information. The continuing operations information below reflects the Company’s operations excluding its South America chemicals and specialty plant nutrition businesses, investment in Fermavi and North America micronutrient product business, which have been included as discontinued operations for the periods presented.


Quarter	First		Second		Third
Nine Months Ended September 30, 2021
Sales	$	425.5	$	199.4	$	211.7
Gross profit	108.4		30.2		33.1
Net earnings (loss) from continuing operations(a)	41.9		(16.4)		(4.6)
Net earnings (loss) from continuing operations per share, basic(a)	1.22		(0.49)		(0.14)
Net earnings (loss) from continuing operations per share, diluted(a)	1.21		(0.49)		(0.14)

Net (loss) earnings(a)	(214.4)		57.1		(56.0)
Net (loss) earnings per share, basic(a)	(6.32)		1.64		(1.65)
Net (loss) earnings per share, diluted(a)	(6.32)		1.63		(1.65)
Basic weighted-average shares outstanding (in thousands)	33,974		34,020		34,043
Diluted weighted-average shares outstanding (in thousands)	34,012		34,078		34,099


Quarter	First		Second		Third		Fourth
Fiscal Year Ended December 31, 2020
Sales	$	345.9	$	175.2	$	174.6	$	309.2
Gross profit	84.1		39.6		37.6		58.5
Net earnings (loss) from continuing operations(b)	40.0		(7.2)		(4.9)		14.7
Net earnings (loss) from continuing operations per share, basic(b)	1.17		(0.22)		(0.15)		0.42
Net earnings (loss) from continuing operations per share, diluted(b)	1.16		(0.22)		(0.15)		0.42

Net earnings (loss)(b)	34.0		(3.3)		4.3		28.1
Net earnings (loss) per share, basic(b)	0.99		(0.11)		0.12		0.82
Net earnings (loss) per share, diluted(b)	0.99		(0.11)		0.11		0.81
Basic weighted-average shares outstanding (in thousands)	33,892		33,915		33,947		33,958
Diluted weighted-average shares outstanding (in thousands)	33,892		33,915		33,947		33,977

(a)The Company incurred costs related to the ongoing SEC investigation of $2.8 million and $0.3 million in the first and second quarters of fiscal 2021.

(b)In the fourth quarter of fiscal 2020, the Company released a domestic tax reserve of $11.0 million and incurred costs related to the ongoing SEC investigation of $1.6 million.


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21. SUBSEQUENT EVENT

Koch Equity Investment

On September 14, 2022, the Company entered into a Stock Purchase Agreement with Koch Minerals & Trading, LLC (“KM&T”), a subsidiary of Koch Industries, Inc. (“KII”), pursuant to which the Company agreed to issue and sell 6,830,700 shares of its common stock at a purchase price of $36.87 for aggregate gross proceeds of approximately $252 million. On October 18, 2022, the Company closed the direct private placement with KM&T, through its affiliate KM&T Investment Holdings, LLC, resulting in their ownership of approximately 17% of the Company’s outstanding common stock. The Company expects to use approximately $200 million of the proceeds from the private placement to advance the first development phase if its sustainable lithium development project at its Ogden site. The Company expects to use the remaining $52 million of proceeds, less transaction expenses, to reduce debt. As part of the Stock Purchase Agreement, KM&T has appointed two members to the Company’s board of directors, effective November 13, 2022. In addition, the companies are currently exploring value creation opportunities by leveraging the expansive capabilities of KII’s many operating subsidiaries. The Company also sells SOP to subsidiaries of KII in the normal course of business and has recently engaged a subsidiary of KII to provide engineering services for the Company’s lithium development project.

Dividend Declared:

On November 15, 2022, the Board of Directors declared a quarterly cash dividend of $0.15 per share on the Company’s outstanding common stock, consistent with the quarterly cash dividends paid in fiscal 2022. The dividend will be paid on December 20, 2022, to stockholders of record as of the close of business on December 9, 2022.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s President and Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

In connection with the preparation of this Annual Report on Form 10-K, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer as of September 30, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of September 30, 2022, due to the material weaknesses described below. Notwithstanding such material weaknesses in internal control over financial reporting, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


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Management conducted an evaluation and assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

A material weakness, as defined in Rule 12b-2 under the Exchange Act, is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Based on its evaluation, management identified the following deficiencies in the design and operating effectiveness of internal controls associated with the control activities component of the COSO framework that we consider to be material weaknesses, as defined above.

1.During the fourth quarter ended September 30, 2022, the Company identified a material weakness in the design and operating effectiveness of information technology general controls (“ITGCs”) related to certain systems that support the Company’s internal controls over financial reporting. Specifically, the Company did not maintain effective controls over privileged user access to certain systems. Automated and manual business process controls were therefore also deemed ineffective because they could have been adversely impacted by the ineffective ITGCs.

2.During the fourth quarter ended September 30, 2022, the Company identified a material weakness in the design and operating effectiveness of controls related to the sales process. Specifically, the Company did not maintain effective controls over pricing and order entry.

3.During the fourth quarter ended September 30, 2022, a material weakness was identified in the design and operating effectiveness of controls related to the existence of inventory held at certain locations.

The material weaknesses did not result in any identified misstatements to our consolidated financial statements. Further, there were no changes to previously released financial results and no inappropriate activity was identified as a result of the privileged user access deficiency. Ernst & Young LLP, the Company’s independent registered public accounting firm, has audited the Company’s consolidated financial statements as of September 30, 2022 and 2021 and for the years ended September 30, 2022 and December 31, 2020 and the nine-month period ended September 30, 2021. These reports are included in this Annual Report on Form 10-K.

Remediation Efforts and Status of Material Weakness

The Company is in the process of enhancing the design of certain internal controls over the sales and inventory processes and ITGCs related to privileged user access. These enhanced controls will be tested for effectiveness in future periods.

Changes in Internal Control Over Financial Reporting

Other than the matters noted above, there have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding the Company’s executive officers is included in Part I to this Form 10-K under the caption “Information about our Executive Officers” and is incorporated herein by reference.

The information required by this item will be included under the captions “Proposal 1—Election of Directors,” “Corporate Governance,” and “Board of Directors and Board Committees” in the Company’s proxy statement for its 2023 annual meeting of stockholders (the “2023 Proxy Statement”) and is incorporated herein by reference.


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Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that applies to all employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer, as well as members of the Board of Directors of the Company. The Code of Ethics and Business Conduct is available on the Company’s website at www.compassminerals.com. The Company intends to disclose any changes in, or waivers from, this Code of Ethics and Business Conduct by posting such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by SEC or New York Stock Exchange rules.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item will be included under the captions “Fiscal 2022 Non-Employee Director Compensation,” “Corporate Governance—Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation Tables” in the 2023 Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be included under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the 2023 Proxy Statement and is incorporated herein by reference. Information regarding the Company’s equity compensation plans will be included under the caption “Executive Compensation Tables” in the 2023 Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item will be included under the captions “Corporate Governance—Review and Approval of Transactions with Related Persons” and “Board of Directors and Board Committees—Director Independence” in the 2023 Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be included under the caption “Proposal 5—Ratification of Appointment of Independent Auditors” in the 2023 Proxy Statement and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial statements and supplementary data required by this Item 15 are set forth below:


Description			Page
Management’s Report on Internal Controls Over Financial Reporting			127
Reports of Independent Registered Public Accounting Firm			81
Consolidated Balance Sheets as of September 30, 2022 and 2021			85
Consolidated Statements of Operations for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			86
Consolidated Statements of Comprehensive Loss for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			87
Consolidated Statements of Stockholders’ Equity for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			88
Consolidated Statements of Cash Flows for the fiscal year ended September 30, 2022, the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020			89
Notes to Consolidated Financial Statements			90
Schedule II – Valuation Reserves			130


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(a)(2) Financial Statement Schedule:

Schedule II — Valuation Reserves

Compass Minerals International, Inc.

September 30, 2022, 2021 and December 31, 2020


Description (in millions)	Balance at the Beginning of the Period		Additions Charged to Expense(1)		Deductions(2)		Balance at the End of the Period
Deducted from Receivables — Allowance for Doubtful Accounts
September 30, 2022	$	3.0	$	3.4	$	(3.0)	$	3.4
September 30, 2021	3.9		2.3		(3.2)		3.0
December 31, 2020	2.6		5.6		(4.3)		3.9
Deducted from Deferred Income Taxes — Valuation Allowance
September 30, 2022	$	44.6	$	79.5	$	(12.2)	$	111.9
September 30, 2021	42.7		1.9		—		44.6
December 31, 2020	39.9		2.8		—		42.7

(1)Includes $14.2 million of valuation allowance related to Plant Nutrition South America that was classified as assets held for sale as of September 30, 2021.

(2)Deduction for purposes for which reserve was created.


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(a)(3) List of Exhibits:


Exhibit No.			Description of Exhibit
2.1			Agreement and Plan of Merger, dated October 13, 2001, among IMC Global Inc., Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), YBR Holdings LLC and YBR Acquisition Corp (incorporated herein by reference to Exhibit 2.1 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
2.2			Amendment No. 1 to Agreement and Plan of Merger, dated November 28, 2001, among IMC Global Inc., Compass Minerals International, Inc. (formerly known as Salt Holdings Corporation), YBR Holdings LLC and YBR Acquisition Corp (incorporated herein by reference to Exhibit 2.2 to Compass Minerals Registration Statement on Form S-4, File No. 333-104603).
2.3			Subscription Agreement and Other Covenants, dated December 16, 2015, among Compass Minerals do Brasil Ltda., certain shareholders of Produquímica Indústria e Comércio S.A. and Produquímica Indústria e Comércio S.A. (incorporated by reference to Exhibit 2.3 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015).
2.4			Second Amendment, dated August 12, 2016, to the Subscription Agreement and Other Covenants, dated December 16, 2015, among Compass Minerals do Brasil Ltda., certain shareholders of Produquímica Indústria e Comércio S.A. and Produquímica Indústria e Comércio S.A. (incorporated herein by reference to Exhibit 2.1 to Compass Minerals International Inc.’s Current Report on Form 8-K filed on August 15, 2016).
2.5			Share Purchase and Sale Agreement, dated December 16, 2015, among Compass Minerals do Brasil Ltda., certain shareholders of Produquímica Indústria e Comércio S.A. and Produquímica Indústria e Comércio S.A. (incorporated by reference to Exhibit 2.4 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015).
2.6			Quotas Purchase Agreement, dated March 23, 2021, among Compass Minerals do Brasil Ltda., ICL Brasil Ltda, Compass Minerals America Inc. and Amsterdam Fertilizers B.V. (incorporated by reference to Exhibit 2.1 to Compass Minerals International Inc.’s Current Report on Form 8-K filed on March 24, 2021).
3.1			Amended and Restated Certificate of Incorporation of Compass Minerals International, Inc. (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
3.2			By-laws of Compass Minerals International, Inc., amended and restated as of December 26, 2020 (incorporated herein by reference to Exhibit 3.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on December 30, 2020).
3.3			Certificate of Designation for the Series A Junior Participating Preferred Stock, par value $0.01 per share (incorporated herein by reference to Exhibit A of Exhibit 4.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on December 19, 2012).
4.1			Indenture, dated as of June 23, 2014, by and among Compass Minerals International, Inc., the Guarantors named therein, and U.S. National Bank Association, as trustee, relating to the 4.875% Senior Notes due 2024 (incorporated herein by reference to Exhibit 4.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on June 26, 2014).
4.2			Form of 4.875% Senior Notes due 2024 (included as Exhibit 1 to Exhibit 4.1).
4.3			Indenture, dated November 26, 2019, among Compass Minerals International, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.750% Senior Notes due 2027 (incorporated herein by reference to Exhibit 4.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on November 26, 2019).
4.4			Form of 6.750% Senior Note due 2027 (included in Exhibit 1 to Exhibit 4.3).
4.5			Description of Securities (incorporated by reference to Exhibit 4.5 to Compass Mineral International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020).
10.1			Salt Mining Lease, dated November 9, 2001, between the Province of Ontario, as lessor, and Sifto Canada Inc. as lessee (incorporated herein by reference to Exhibit 10.1 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
10.2			Amended and Restated Salt and Surface Lease, effective January 1, 2014, between Island Partnership, L.L.C., JMB Cote Blanche L.L.C., CFB, LLC and Carey Salt Company (incorporated herein by reference to Exhibit 10.7 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.3			Royalty Agreement, dated September 1, 1962, between Great Salt Lake Minerals Corporation and the Utah State Land Board (incorporated herein by reference to Exhibit 10.3 to Compass Minerals’ Registration Statement on Form S-4, File No. 333-104603).
10.4			Stock Purchase Agreement, dated as of September 14, 2022, by and between Compass Minerals International, Inc. and Koch Minerals & Trading LLC (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on September 14, 2022).


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Exhibit No.			Description of Exhibit
10.5			Amendment and Restatement Agreement, dated November 26, 2019, among Compass Minerals International, Inc., Compass Minerals Canada Corp., Compass Minerals UK Limited, the other loan parties party thereto, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on November 26, 2019).
10.6			Amendment No. 2, dated June 13, 2022, to the Amended and Restated Credit Agreement, dated November 26, 2019, among Compass Minerals International, Inc., Compass Minerals Canada Corp., Compass Minerals UK Limited, JPMorgan Chase Bank, N.A., as administrative agent, the other loan parties party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on June 13, 2022).
10.7			Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of November 16, 2022, by and among Compass Minerals International, Inc., Compass Minerals Canada Corp., Compass Minerals UK Limited, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on November 22, 2022).
10.8			Receivables Financing Agreement, dated June 30, 2020, among Compass Minerals Receivables LLC, Compass Minerals America Inc., PNC Bank, National Association, the lenders party thereto and PNC Capital Markets, LLC (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 1, 2020).
10.9			First Amendment, dated June 27, 2022, to the Receivables Financing Agreement, dated June 30, 2020, among Compass Minerals Receivables LLC, Compass Minerals America Inc., PNC Bank, National Association, the lenders party thereto and PNC Capital Markets, LLC (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).
10.10			Purchase and Sale Agreement, dated June 30, 2020, among Compass Minerals Receivables LLC, Compass Minerals America Inc. and Compass Minerals USA Inc. (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 1, 2020).
10.11			First Amendment, dated June 27, 2022, to the Purchase and Sale Agreement, dated June 30, 2020, among Compass Minerals Receivables LLC, Compass Minerals America Inc. and Compass Minerals USA Inc. (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022).
10.12			Performance Guaranty, dated June 30, 2020, made by Compass Minerals International, Inc. in favor of PNC Bank, National Association (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 1, 2020).
10.13+			Compass Minerals International, Inc. Directors’ Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2005 (incorporated herein by reference to Exhibit 10.26 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006).
10.14+			First Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan effective January 1, 2007 (incorporated herein by reference to Exhibit 10.28 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006).
10.15+			Second Amendment to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.16+			2012 Form of Independent Director Deferred Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
10.17+			Amendment to 2012 and 2013 Independent Director Deferred Stock Award Agreement for Eric Ford (incorporated herein by reference to Exhibit 10.15 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013).
10.18+			2014 Form of Foreign Director Deferred Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
10.19+			2015 Form of Independent Director Deferred Award Agreement (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
10.20+			2015 Form of Independent Foreign Director Deferred Award Agreement (incorporated by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
10.21+			2017 Form of Non-Employee Director Award Grant Notice (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.22+			2020 Form of Non-Employee Director Award Grant Notice (DSUs) (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.23+			2020 Form of Non-Employee Director Award Grant Notice (RSUs) (incorporated by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).


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Exhibit No.			Description of Exhibit
10.24+			Non-Employee Director Compensation Policy, effective January 1, 2017 (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on February 2, 2017).
10.25+			Non-Employee Director Compensation Policy, effective Mary 14, 2020 (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.26+			Summary of Non-Employee Director Compensation, as of January 1, 2019 (incorporated by reference to Exhibit 10.21 to Compass Minerals International, Inc.’s Annual Report on Form 10-K filed for the year ended December 31, 2018).
10.27+			Summary of Non-Employee Director Compensation, as of January 1, 2021 (incorporated by reference to Exhibit 10.23 to Compass Minerals International, Inc.’s Annual Report on Form 10-K filed for the year ended December 31, 2020).
10.28+			Summary of Non-Employee Director Compensation, as of May 18, 2021 (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2021).
10.29+			Summary of Non-Employee Director Compensation, as of January 1, 2022 (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q filed for the quarter ended December 31, 2021).
10.30+			Form of Indemnification Agreement for Directors of Compass Minerals International, Inc. (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on March 26, 2009).
10.31+			Compass Minerals International, Inc. 2005 Incentive Award Plan as approved by stockholders on August 4, 2005 (incorporated herein by reference to Exhibit 10.15 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).
10.32+			First Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
10.33+			Second Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
10.34+			Third Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.22 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011).
10.35+			Fourth Amendment to the Compass Minerals International, Inc. 2005 Incentive Award Plan (incorporated herein by reference to Exhibit 10.23 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011).
10.36+			Compass Minerals International, Inc. 2015 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to Compass Minerals International, Inc.’s Registration Statement on Form S-8, File No. 333-203922).
10.37+			Amendment No. 1 to the Compass Minerals International, Inc. 2015 Incentive Award Plan (incorporated herein by reference to Exhibit 10.3 to Compass Mineral International, Inc.’s Current Report on Form 8-K filed on November 19, 2018).
10.38+			Compass Minerals International, Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to Compass Minerals International, Inc.’s Registration Statement on Form S-8, File No. 333-23852, filed on May 14, 2020).
10.39+			First Amendment to the Compass Minerals International, Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).
10.40+			2015 Form of Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.41+			2016 Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
10.42+			2017 Form of Stock Option Grant Notice (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.43+			2020 Form of Stock Option Grant Notice (incorporated by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.44+			2020 Form of Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
10.45+			2021 Form of Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on January 5, 2021).


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Exhibit No.			Description of Exhibit
10.46+			2020 Form of Performance Stock Unit Grant Notice (rTSR) (incorporated by reference to Exhibit 10.7 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 20, 2020).
10.47+			Fiscal 2022 Form of Performance Stock Unit Grant Notice (rTSR) (incorporated by reference to Exhibit 10.42 to Compass Minerals International, Inc.'s Transition Report on Form 10-KT for the .nine months ended September 30, 2021).
10.48+			2021 Form of Performance Stock Unit Grant Notice (EBITDA Growth) (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on January 5, 2021).
10.49+			2016 Rules, Policies and Procedures for Equity Awards Granted to Employees (incorporated by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
10.50+			2017 Rules, Policies and Procedures for Equity Awards Granted to Employees (incorporated by reference to Exhibit 10.6 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
10.51+			2019 Rules, Policies and Procedures for Equity Awards Granted to Employees (incorporated by reference to Exhibit 10.45 to Compass Minerals International, Inc.’s Annual Report on Form 10-K filed for the year ended December 31, 2018).
10.52+			2020 Rules, Policies and Procedures for Equity Awards Granted to Employees (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.53+*			2022 Rules, Policies and Procedures for Equity Awards Granted to Employees.
10.54+			Compass Minerals International, Inc. Restoration Plan, as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.46 to Compass Minerals International, Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2017).
10.55+			Addendum to Claims Procedure, effective April 1, 2018, to Compass Minerals International, Inc. Restoration Plan, as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).
10.56+			2020 Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.4 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.57+			2020 Form of Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.5 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.58+			Compass Minerals International, Inc. Executive Severance Plan, effective January 1, 2019 (incorporated herein by reference to Exhibit 10.1 to Compass Mineral International, Inc.’s Current Report on Form 8-K filed on December 19, 2018).
10.59+			Amended and Restated Compass Minerals International, Inc. Executive Severance Plan, effective May 15, 2020 (incorporated herein by reference to Exhibit 10.3 to Compass Mineral International, Inc.’s Current Report on Form 8-K filed on May 19, 2020).
10.60+			Employment Agreement, dated April 19, 2019, between Compass Minerals International, Inc. and Kevin S. Crutchfield (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on April 23, 2019).
10.61+			Amended and Restated Employment Agreement, dated August 5, 2022, between Compass Minerals International, Inc. and Kevin S. Crutchfield (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on August 8, 2022).
10.62+			Performance Stock Unit Grant Notice (aTSR), dated August 5, 2022, between Compass Minerals International, Inc. and Kevin S. Crutchfield (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on August 8, 2022).
10.63+			Letter Agreement, effective July 15, 2019, between Compass Minerals International, Inc. and George J. Schuller, Jr. (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on July 18, 2019).
10.64+			Final Release and Waiver of Claims, dated February 24, 2020, between Compass Minerals International, Inc. and Angela Y. Jones (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).
10.65+			Consulting Agreement, dated May 17, 2021, between Compass Minerals International, Inc. and Valdemar L. Fischer (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).
10.66+			Good Reason Acknowledgment (incorporated herein by reference to Exhibit 10.3 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021).


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Exhibit No.			Description of Exhibit
10.67+			Letter Agreement, effective October 22, 2021, between Compass Minerals International Inc. and Lorin Crenshaw (incorporated herein by reference to Exhibit 10.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on October 27, 2021).
10.68+			Letter Agreement, effective November 26, 2021, between Compass Minerals International Inc. and Lorin Crenshaw (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021).
10.69+			Form of Final Release and Waiver of Claims between Compass Minerals International Inc. and S. Bradley Griffith (incorporated herein by reference to Exhibit 10.2 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on October 27, 2021).
21.1*			Subsidiaries of the Registrant.
23.1*			Consent of Ernst & Young LLP.
23.2*			Consent of Joseph Havasi, Qualified Person.
23.3*			Consent of Susan Patton, Qualified Person.
24.1*			Power of Attorney.
31.1*			Section 302 Certifications of Kevin S. Crutchfield, President and Chief Executive Officer.
31.2*			Section 302 Certifications of Lorin Crenshaw, Chief Financial Officer.
32**			Certification Pursuant to 18 U.S.C.§1350 of Kevin S. Crutchfield, President and Chief Executive Officer, and Lorin Crenshaw, Chief Financial Officer.
95*			Mine Safety Disclosures.
96.1			Updated Technical Report Summary relating to lithium and LCE mineral resources at the Ogden facility, dated September 14, 2022 (incorporated herein by reference to Exhibit 96.1 to Compass Minerals International, Inc.’s Current Report on Form 8-K filed on September 14, 2022).
96.2*			Technical Report Summary relating to potassium and sulfate of potash, magnesium chloride and salt mineral resources and reserves at the Ogden facility, amended December 14 , 2022.
96.3*			Technical Report Summary relating to the Cote Blanche mine, amended December 14 , 202 2 .
96.4*			Technical Report Summary relating to the Goderich mine, amended December 14 , 202 2 .
101**			The following financial statements from the Compass Minerals International, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2022, formatted in Extensive Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
104**			Cover Page Interactive Data File (contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

+ Management contracts and compensatory plans or arrangements.

ITEM 16. FORM 10-K SUMMARY

None.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	COMPASS MINERALS INTERNATIONAL, INC.

December 14, 2022	By:	/s/ Lorin Crenshaw
		Lorin Crenshaw
		Chief Financial Officer


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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 14, 2022.


	Signature	Capacity

	/s/ Kevin S. Crutchfield	President and CEO and Director
	Kevin S. Crutchfield	(Principal Executive Officer)

	/s/ Lorin Crenshaw	Chief Financial Officer
	Lorin Crenshaw	(Principal Financial Officer)

	/s/ Teresa Cook	Chief Accounting Officer
	Teresa Cook, CPA	(Principal Accounting Officer)

	*	Director
	Jon A. Chisholm

	*	Director
	Richard P. Dealy

	*	Director
	Edward C. Dowling, Jr.

	*	Director
	Eric Ford

	*	Director
	Gareth T. Joyce

	*	Director
	Melissa M. Miller

	*	Director
	Joseph E. Reece

	*	Director
	Shane T. Wagnon

	*	Director
	Lori A. Walker

	*	Director
	Paul S. Williams

	*	Director
	Amy J. Yoder

* By:	/s/ Mary L. Frontczak
	Mary L. Frontczak
	Attorney-in Fact


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Exhibit 10.53

Rules, Policies and Procedures for Equity Awards Granted to Employees

October 11, 2022

These Rules, Policies and Procedures for Equity Awards Granted to Employees (these “Rules”), on or after October 11, 2022, together with a grant notice (as applicable, the “Grant Notice”), comprise each Participant’s agreement with Compass Minerals International, Inc., a Delaware corporation (the “Company”), regarding Awards awarded under the Compass Minerals International, Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”).

ARTICLE I.
GENERAL

1.1Incorporation of Terms of Plan. Awards are subject to the terms and conditions set forth in these Rules, the Grant Notice and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and these Rules, the terms of the Plan will control. Awards are subject to the Company’s Compensation Clawback Policy, dated February 2016, or any successor policy thereto (the “Clawback Policy”). For purposes of the foregoing, Participant expressly and explicitly authorizes the Company to issue instructions, on Participant’s behalf, to any brokerage firm or third party administrator engaged by the Company to hold Participant’s shares of Common Stock and other amounts acquired pursuant to Awards to re-convey, transfer or otherwise return such shares of Common Stock and other amounts to the Company upon the Company’s enforcement of the Clawback Policy. To the extent that the terms of the Rules and the Clawback Policy conflict, then the terms of the Clawback Policy will prevail.

1.2 Defined Terms. Certain terms in these Rules are defined in Article IV. Capitalized terms not specifically defined in these Rules have the meanings specified in the Plan.

ARTICLE II.
VESTING, EXERCISABILITY, DIVIDEND EQUIVALENTS

1.3Vesting of Award. Each Award will vest and, for Options, become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”).

1.4Duration of Exercisability of Options. The Vesting Schedule is cumulative. Any portion of an Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. An Option will be forfeited immediately upon its expiration.

1.5Person Eligible to Exercise Options. During Participant’s lifetime, only Participant may exercise the Options. After Participant’s death, any exercisable portion of the Options may, prior to the time the Options expire, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

1.6Partial Exercise of Options. Any exercisable portion of the Options or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Section 2.5 at any time prior to the time the Options or portion thereof expires, except that the Option may only be exercised for whole shares.

1.7Exercise of Options. A Participant may exercise Options by delivering to the Company (or its authorized agent), during the period in which such Options are exercisable, (i) a notice of exercise, which may be electronic, of Participant’s intent to purchase a specific number of shares of Common Stock pursuant to the Grant Notice, and (ii) full payment of the price per share of Common Stock (“Option Price”) for such specific number of shares of Common Stock. Payment may be made by any one or more of the following means:

(a)cash, personal check or wire transfer;

(b)if approved and permitted by the Compensation Committee, shares of Common Stock, owned by Participant, with a Fair Market Value on the date of exercise equal to the Option Price, which such shares of Common Stock must be fully paid, non-assessable and free and clear from all liens and encumbrances; or

(c)if approved and permitted by the Compensation Committee, through the sale of the shares of Common Stock acquired on exercise of Options through a broker to whom Participant has submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such shares of Common Stock, together with, if required by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise (and a copy of such delivery instructions must also be delivered to the Company by Participant with the notice of exercise).

1.8Expiration of Options. Except as the Compensation Committee may otherwise approve, the Options may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

(a)The final expiration date set forth in the Grant Notice;

(b)The expiration of 90 days from the date of Participant’s Termination of Service, unless Sections 2.6 (c) or (d) apply;

(c)The expiration of one year from the date of Participant’s Termination of Service by reason of Participant’s death, Disability or Retirement;

(d)If Participant is terminated without Cause within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) following such Change of Control and prior to the Vesting End Date, the expiration of one year from the date of Participant’s Termination of Service; and

(e)Participant’s Termination of Service for Cause;

For purposes of the foregoing, if Participant’s right to exercise an Option expires during a blackout trading period and Participant is prohibited from exercising the Option during such period due to trading restrictions, Participant will have an additional 30 days following the expiration of such blackout period to exercise the Option; provided, in no event will the term of any Option be extended beyond the final expiration date set forth in the Grant Notice (or the seventh anniversary of the date of grant, if sooner).

1.9Dividend Equivalents.

(a)Options. No Dividend Equivalents will be paid with respect to Options.

(b)Performance Stock Units. A Participant who has been granted Dividend Equivalents with respect to any Performance Stock Units will be entitled to receive ordinary cash dividends paid to holders of outstanding shares with a record date on or after the date of grant and prior to the date the applicable Performance Stock Unit is vested, paid or settled. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single share in cash (or other property being distributed) with respect to each Performance Stock Unit that is earned and payable, less applicable withholding taxes. Such Dividend Equivalents will be paid in cash (or other property being distributed) no later than 30 days following the date payment is made with respect to Participant’s Performance Stock Units.

(c)Restricted Stock Units. A Participant who has been granted Dividend Equivalents with respect to any Restricted Stock Units will be entitled to receive ordinary cash dividends paid to holders of outstanding shares with a record date on or after the date of grant and prior to the date the

applicable Restricted Stock Unit is vested, paid, settled, forfeited or otherwise expires. Each Dividend Equivalent entitles participant to receive the equivalent value of any such ordinary cash dividends paid on a single share in cash (or other property being distributed), less applicable withholding taxes, which will be paid no later than 30 days following the payment date for the respective dividend. Notwithstanding the foregoing, with respect to Restricted Stock Units that include performance goals with respect to a given calendar year (a “Performance Year”), no Dividend Equivalents will be payable during such Performance Year; provided that if the performance goals set forth in the applicable Grant Notice with respect to such Performance Year are satisfied, and if Participant is employed on the first record date in the calendar year following the Performance Year, then no later than 30 days following the first dividend payment date in the year following the Performance Year the Company will pay a catch-up payment in an amount equal to the Dividend Equivalents Participant would have received in the Performance Year with respect to Participant’s Restricted Stock Units.

ARTICLE III.
TERMINATION OF SERVICE

1.1Termination of Service. Notwithstanding anything in the Grant Notice or the Plan to the contrary (except where these Rules are explicitly referenced and expressly overruled in the Grant Notice), unless (i) the Compensation Committee (the “Compensation Committee”) of the Board otherwise determines, (ii) otherwise set forth herein, or (iii) a Participant is entitled to special vesting rights under the Company’s Executive Severance Plan on account of a qualifying termination under such plan, each Award will immediately be forfeited and expire, as applicable, as to any portion that is not vested or exercisable as of Participant’s Termination of Service for any reason. For the avoidance of doubt, if a Participant incurs a Termination of Service prior to the Vesting End Date for any reason other than the circumstances described in Sections 3.2, 3.3 or 3.4, then all outstanding Awards shall immediately cease to vest as of the Termination of Service except as set forth in this Section 3.1.

1.2Death, Disability or Retirement. The following provisions will apply in the event of Participant’s Termination of Service due to death, Disability or Retirement:

(a)Death. In the event of Participant’s death prior to the Vesting End Date, then any: (i) unvested Options will be immediately vested and exercisable as of the date of Participant’s death; (ii) Performance Stock Units will be immediately vested and earned and paid “at target” within 60 days of Participant’s death; and (iii) Restricted Stock Units will be immediately vested and paid within 60 days of Participant’s death. Any Awards payable after Participant’s death will be paid to Participant’s Designated Beneficiary as provided in the Plan.

(b)Disability. In the event of Participant’s Disability prior to the Vesting End Date, then any (i) unvested Options will be immediately vested and exercisable as of the date of Participant’s Disability; (ii) Performance Stock Units will be immediately vested and earned and paid “at target” within 60 days of Participant’s Disability; and (iii) Restricted Stock Units will be immediately vested and paid within 60 days of Participant’s Disability.

(c)Retirement. In the event of Participant’s Retirement prior to the Vesting End Date, then any (i) unvested Options will be immediately vested and exercisable as of the date of Retirement; (ii) Performance Stock Units will continue to vest in accordance with the applicable Vesting Schedule and will be eligible to be earned and paid based on actual performance and payment (if any), will be made to Participant at the same time and in the same manner that payment would have been paid to Participant had Participant remained employed through the end of the Performance Period; and (iii) Restricted Stock Units will be immediately vested and paid within 60 days of Participant’s Retirement.

1.1Change of Control. If in connection with a Change of Control, (i) a Participant’s Awards are not assumed or an economically equivalent right is not substituted by the surviving or successor entity immediately after such Change in Control, or (ii) a Participant is involuntarily terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement with the Company) following such Change of Control and prior to the Vesting End Date, Performance Period or restriction period, as applicable, then, notwithstanding Section 3.1, any (i) unvested Options will become immediately vested and exercisable;

(ii) Performance Stock Units will become immediately vested; the number of Performance Stock Units earned and payable with respect to the Performance Period will be determined based on the Company’s actual performance through the effective date of such Change of Control or Termination of Service (as applicable), or the most recent practicable measurement date if performance data is not available through such date; and Participant will receive, within 30 days following such Change in Control or Termination of Service (as applicable), a number of shares of Common Stock or stock of the surviving or successor entity (in certificate or book entry form and rounded to the nearest whole share) equal to the number of Performance Stock Units determined to have been earned; provided, however, payment will be made in cash if the Common Stock of the Company or the stock of the surviving or successor entity with respect to which such Common Stock is converted is not traded on a national securities exchange or automated dealer quotation system; and (iii) Restricted Stock Units will become immediately vested and will be paid within 30 days following the effective date of such Change of Control or Termination of Service (as applicable).

1.3Termination for Cause. If a Participant incurs a Termination of Service prior to the Vesting End Date for Cause, then all outstanding Awards (irrespective of whether or not vested) will be immediately forfeited and will have no further force or effect.

ARTICLE IV.
DEFINITIONS

1.2“Cause” means, a Participant’s Termination of Service by the Company as a result of (i) Participant’s (x) conviction of, or plea of guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude or (y) indictment for a felony or misdemeanor under the federal securities laws, (ii) willful misconduct or gross negligence in connection with Participant’s duties to the Company or any Subsidiary resulting in material harm to the Company or any Subsidiary, (iii) willful failure to substantially perform, or breach of, Participant’s duties or responsibilities to the Company or any Subsidiary, (iv) willful breach by Participant of (y) any restrictive covenant agreement or (z) any confidentiality agreement entered into between Participant and the Company or any Subsidiary, (v) fraud, embezzlement, theft, or material dishonesty by Participant against the Company or any Subsidiary, (vi) willful violation by Participant of a policy or procedure of the Company or any Subsidiary, resulting in material harm to the Company or any Subsidiary, or (vii) Participant’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Chief Executive Officer of the Company. For purposes of this paragraph, “willful” means those acts taken/not taken in bad faith and without reasonable belief such action/inaction was in the best interests of the Company or its Subsidiaries. Any action/inaction, based upon authority given pursuant to a resolution duly adopted by the Board will be conclusively presumed to be done, or omitted to be done, by Participant in good faith and in the best interests of the Company. The Company must notify Participant of an event constituting Cause, in accordance with Section 5.9, within 90 days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Plan. Notwithstanding the foregoing, with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Cause” will have the same meaning as set forth in such Change in Control Severance Agreement. Further, with respect to Participants employed or residing outside of the United States, “Cause” will have the same meaning as reflected in Participant’s written employment agreement with Participant’s Employer (if any) or as detailed herein unless prohibited under applicable law and in such case, the definition for Cause as determined under applicable law.

1.3“Change in Control Severance Agreement” means a written agreement entered into and in effect between Participant, on the one hand, and the Company, on the other hand, providing for certain severance benefits to be paid to the employee upon the occurrence of, or following, a Change in Control.

1.4“Designated Beneficiary” means the beneficiary or beneficiaries designated, in a manner determined by the Administrator, by a Participant to receive amounts due or exercise rights of Participant in the event of Participant’s death or Disability. In the absence of an effective designation by a Participant, “Designated Beneficiary” will mean Participant’s estate or, with respect to Participants employed or residing outside of the United States, Participant’s heirs as determined under applicable law.

1.5“Disability” means Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; or is, by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. Further, with respect to Participants employed or residing outside of the United States, “Disability” will have the same meaning as reflected in Participant’s written employment agreement with Participant’s Employer (if any) or as detailed herein unless prohibited under applicable law and in such case, the definition for Disability as determined under applicable law.

1.6“Employer” means the Company or any Subsidiary that employs Participant on an applicable date.

1.7“Executive Severance Plan” means the Amended and Restated Compass Minerals International, Inc. Executive Severance Plan, as may be amended from time to time.

1.8“Good Reason” means in connection with Participant’s Termination of Service, the occurrence of any of the following events within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) after a Change of Control without Participant’s express written consent: (i) a material adverse change in Participant’s duties or responsibilities as of the Change in Control (or as the same may be increased from time to time thereafter); provided, however, that none of (A) a modification to a portion of the Company’s overall business, (B) a change in Participant’s reporting structure, title, duties or responsibilities, in each case that occurs solely a result of the Company no longer being a publicly traded entity, or (C) a change in Participant’s duties or responsibilities, in each case that is part of an across-the-board change in duties or responsibilities of employees at Participant’s level shall in and of itself constitute Good Reason; (ii) any material reduction in Participant’s target total direct compensation (which includes annual base salary, annual incentives and long-term incentives); provided, however, that Good Reason shall not include such a reduction of less than 10% that is part of an across-the-board reduction applicable to employees at Participant’s level; or (iii) any material breach by the Company or one of its Subsidiaries of the Participant’s Grant Notice or any material compensation agreement between the Company and Participant; or (iv) Company’s relocation of Participant’s primary office location more than 50 miles from Participant’s primary office location prior to such relocation and more than 50 miles from Participant’s principal residence as of the Change of Control. Notwithstanding the foregoing, (i) with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Good Reason” will have the same meaning as set forth in such Change in Control Severance Agreement and (ii) a Participant must provide written notice of Termination of Service to the Company within 90 days of Participant’s initial knowledge of an event constituting Termination of Service for Good Reason (or such event will not constitute Termination of Service for Good Reason under the Plan) and the Company will have a period of at least 30 days to cure such event without triggering a Termination of Service for Good Reason.

1.9“Performance Stock Units” means Common Stock award to Participant under the Plan that is subject to certain restrictions, including Performance Criteria and Performance Goals, and may be subject to risk of forfeiture or repurchase.

1.10“Retirement” means with respect to a Participant, such Participant’s voluntary separation from service on or after attaining age 60 with a combined age and years of service equal to or greater than 65, to the extent such provision does not violate applicable law.

1.11“Vesting End Date” means the day on which the period of vesting for an applicable Award expires, as determined by the Vesting Schedule.

ARTICLE V.
OTHER PROVISIONS

1.4Tax Withholding. Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”),

Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Company and its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with the awarding, vesting or exercise of an Award or the subsequent sale of Common Stock (b) do not commit to structure the terms of an Award (or any aspect of an Award) to reduce or eliminate Participant’s liability for Tax-Related Items.

As a condition to the issuance of any shares of Common Stock pursuant to any Award or the satisfaction of any vesting condition with respect to the shares of Common Stock to be issued, if Participant’s country of residence (and the country of employment, if different) requires withholding of Tax-Related Items, the Company immediately may sell a sufficient whole number of shares of Common Stock that have an aggregate Fair Market Value (as determined by the Company in its sole discretion) sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. For purposes of the foregoing, Participant agrees to sign any agreements, forms and consents that are reasonably requested by the Company (or the Company’s designated brokerage firm or plan administrator) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld).

Alternatively, the Company may hold back from the total number of shares of Common Stock to be delivered to Participant, and will cause to be transferred to the Company, whole shares of Common Stock that have an aggregate Fair Market Value (as determined by the Company in its sole discretion) sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. Further, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Participant’s salary or any other amounts payable to Participant, with no withholding of shares of Common Stock or sale of shares of Common Stock, or may require Participant to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Award. For purposes of the foregoing, the Company or the Employer may calculate the amount of Tax-Related Items required to be withheld with respect to an Award based upon a withholding rate up to (but not exceeding) the maximum statutory rate permitted under applicable law.

By accepting an Award, Participant expressly consents to the foregoing methods of withholding for Tax-Related Items. All other Tax-Related Items related to an Award and any shares of Common Stock delivered in settlement thereof are Participant’s sole responsibility. Participant agrees to indemnify the Company and its Subsidiaries against any and all liabilities, damages, costs and expenses that the Company and its Subsidiaries may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any Tax-Related Items.

1.1Section 409A. To the extent applicable, Awards will be subject to Section 12.10 of the Plan regarding Section 409A of the Code. In that regard, to the extent any Award is subject to Section 409A, and such Award or other amount is payable on account of Participant’s “Termination of Service” (or any similarly defined term), then (a) such Award or amount will only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment will not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of Participant’s separation from service, or (ii) the date of Participant’s death.

1.2Legal and Tax Compliance; Cooperation. If Participant is resident or employed outside of the United States, Participant agrees, as a condition of the grant of an Award, to repatriate all payments attributable to the shares of Common Stock and cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to an Award) if required by and in accordance with applicable foreign exchange rules and regulations in Participant’s country of residence (and country of employment, if different). Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with applicable laws, rules and regulations in Participant’s country of residence (and country of employment, if different). Participant

also agrees to take any and all actions as may be required to comply with Participant’s personal legal and tax obligations under applicable laws, rules and regulations in Participant’s country of residence (and country of employment, if different).

1.3Restrictive Covenants. Notwithstanding any provision in a Grant Notice to the contrary, each Award granted under the Plan to Participant is expressly conditioned upon such Participant’s execution of a Restricted Covenant Agreement in the form designated by and acceptable to the Company in its sole discretion. If Participant fails or refuses to execute such Restricted Covenant Agreement, then each Award will be null and void.

1.4Data Privacy. The Company’s headquarters is currently located at 9900 West 109th Street, Suite 100, Overland Park, Kansas, 66210, United States of America, and the Company grants Awards under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s grant of Awards under the Plan and its ongoing administration of such Awards, the Company is providing the following information about its data collection, processing, usage and transfer practices (“Personal Data Activities”). In accepting the grant of an Award, Participant expressly and explicitly consents to the Personal Data Activities as described herein.

(a)Data Collection, Processing and Usage. The Company collects, processes and uses Participant’s personal data, including Participant’s name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in Participant’s favor, which the Company receives from Participant or the Employer. In granting the Award under the Plan, the Company will collect Participant’s personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of Participant’s personal data is Participant’s consent.

(b)Stock Plan Administration Service Provider. The Company transfers Participant’s personal data to Shareworks by Morgan Stanley (formerly known as Solium Capital), an independent service provider currently based in Canada, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share Participant’s personal data with another company that serves in a similar manner. The Stock Plan Administrator may open an account for Participant to receive and trade shares of Common Stock acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to Participant’s ability to participate in the Plan.

(c)International Data Transfers. The Company and the Stock Plan Administrator are currently based in the United States and Canada, respectively. The Participant should note that Participant’s country of residence may have enacted data privacy laws that are different from the United States and Canada. The Company’s legal basis for the transfer of Participant’s personal data to the United States and Canada is Participant’s consent.

(d)Voluntariness and Consequences of Consent Denial or Withdrawal. Participant’s participation in the Plan and Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw Participant’s consent at any time. If Participant does not consent, or if Participant later withdraws his or her consent, Participant may be unable to participate in the Plan. This would not affect Participant’s existing employment or salary; instead, Participant merely may forfeit the opportunities associated with the Plan.

(e)Data Subjects Rights. The Participant may have a number of rights under the data privacy laws in Participant’s country of residence. For example, Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in Participant’s country of residence, and (vi) request a list with the names and addresses of any potential recipients of Participant’s personal data. To receive clarification regarding

Participant’s rights or to exercise Participant’s rights, Participant should contact Participant’s local human resources department.

1.5Adjustments. Participant acknowledges that the Award is subject to adjustment, modification and termination in certain events as provided in these Rules and the Plan. The Company reserves the right to impose other requirements on any Award, any shares of Common Stock acquired pursuant to an Award and Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable law, rules and regulations or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

1.6Participant’s Undertaking. As a condition of receiving an Award, Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effectuate one or more of the obligations or restrictions imposed on Participant pursuant to the express provisions of a Grant Notice or the Plan.

1.7Fractional Shares. The Company will not be required to issue any fractional shares. Except as the Compensation Committee may otherwise approve, fractional shares will be eliminated by rounding up.

1.8Notices. Any notice to be given under the terms of these Rules to the Company must be in writing and addressed to the Company in care of the Company’s Senior Vice President, Corporate Services or Secretary at the Company’s principal office or the Senior Vice President, Corporate Services or Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of these Rules to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Options) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

1.9Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of these Rules.

1.10Conformity to Laws. Participant acknowledges that the Plan, the Grant Notice and these Rules are intended to conform to the extent necessary with all applicable laws and, to the extent applicable laws permit, will be deemed amended as necessary to conform to applicable laws.

1.11Changes in Circumstances. Each Participant assumes all risks incident to any change in the applicable laws or regulations or incident to any change in the value of an Award, or the shares of Common Stock issued pursuant thereto, after the date of grant.

1.12Successors and Assigns. The Company may assign any of its rights under these Rules to single or multiple assignees, and these Rules will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, these Rules will be binding upon and inure to the benefit of the Designated Beneficiaries, heirs, legatees, legal representatives, successors and assigns of the parties hereto.

1.13Waiver of Breach. The waiver by either party of a breach of any provision of a Grant Notice must be in writing and will not operate or be construed as a waiver of any other or subsequent breach.

1.14Waiver of Jury Trial. As a condition of receiving an Award, each Participant irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder.

1.15Entire Agreement. The Plan, the Grant Notice, the Clawback Policy and these Rules (including any exhibit hereto or thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. For the avoidance of doubt, with respect to equity-based awards granted to any eligible individual prior to May 15, 2020, the Rules, Policies and Procedures for Equity Awards Granted to Employees as in effect on the applicable date of grant shall apply.

1.16Agreement Severable. In the event that any provision of the Grant Notice or these Rules is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or these Rules.

1.17Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. The Grant Notice and these Rules create only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Awards, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to the Awards, as and when exercised pursuant to the terms hereof.

1.18Not a Contract of Employment. Nothing in the Plan, the Grant Notice, the Clawback Policy or these Rules confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

1.19Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which will be deemed an original and all of which together will constitute one instrument.

1.20Compliance with Laws and other Company Policies. Each Participant accepts any Award subject to compliance with applicable securities laws, these Rules and the Company’s other policies, procedures and guidelines, including without limitation the Company’s Code of Ethics and Business Conduct and Stock Ownership Guidelines.

1.21Nature of Grant. By participating in the Plan, Participant acknowledges, understands and agrees that:

(d)the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Compensation Committee at any time, to the extent permitted by the Plan;

(e)the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of the Award, even if the Award has been granted in the past;

(f)all decisions with respect to future grants of the Award, if any, will be at the sole discretion of the Compensation Committee;

(g)Participant is voluntarily participating in the Plan;

(h)the Award is not intended to replace any pension rights or compensation;

(i)the Award, the underlying shares of Common Stock, and the income and value of same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(j)the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;

(k)no claim or entitlement to compensation or damages will arise from forfeiture of the Award resulting from Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any such claim against the Company or any of its Subsidiaries, waive Participant’s ability, if any, to bring any such claim, and release the Company, its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(l)unless otherwise agreed with the Company in writing, the Award, the underlying shares of Common Stock and the income and value of same are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Subsidiary; and

(m)the following provisions apply only if Participant is providing services outside the United States: (A) the Award, the underlying shares of Common Stock, and the income and value of same are not part of normal or expected compensation or salary for any purpose; and (B) neither the Company nor any Subsidiary will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. dollar that may affect the value of the Award or of any amount due to Participant pursuant to the settlement of the Award or the subsequent sale of any shares of Common Stock acquired upon settlement.

1.22Certain Modifications for Foreign Participants.

(a)The Compensation Committee may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. If Participant is a resident outside of the United States, by accepting an Award, Participant expressly acknowledges and agrees that it is Participant’s express intent that these Rules, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If Participant received these Rules, the Plan, a Grant Notice, the Clawback Policy or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

(b)If a Participant is resident or employed in a country that is a member of the European Union, the grant of an Award and these Rules are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into applicable law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of an Award, these Rules or the Plan is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, will have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under applicable law.

1.23Not a Public Offering. The grant of the Award under the Plan is not intended to be a public offering of securities in Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the

local securities authorities unless otherwise required under applicable law, and the grant of the Award is not subject to the supervision of the local securities authorities.

1.24No Advice Regarding Grant. Participant may not rely on the advice of any employee or representative of the Company regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the shares of Common Stock subject to the Award. Investment in shares of Common Stock involves a degree of risk. Before deciding whether to participate in the Plan, Participant should carefully consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan, and Participant should carefully review all of the materials related to the Award and the Plan. Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors before taking any action related to the Plan.

1.25Insider Trading/Market Abuse Laws. Participant acknowledges that the United States has insider trading or market abuse laws and Participant’s country of residence may have similar laws, which may affect Participant’s ability to acquire or sell shares of Common Stock under the Plan during such times that Participant is considered to have “inside information” (as defined by applicable laws). These laws may be the same or different from any Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to be informed of and comply with such regulations, and that Participant is advised to speak to Participant’s personal advisor on this matter.

1.26Electronic Delivery of Documents. The Company may, in its sole discretion, deliver any documents related to the Award and participation in the Plan or future grants of the Award that may be granted under the Plan, by electronic means unless otherwise prohibited by applicable law. In accepting an Award, Participant expressly consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party-designated by the Company.

1.27Addendum. Notwithstanding any provision of these Rules to the contrary, the Award will be subject to any special terms and conditions for Participant’s country of residence (and country of employment, if different) as are forth in the addendum to these Rules (the “Addendum”). If Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or to facilitate the administration of the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant's transfer). Any applicable portion of the Addendum will constitute part of these Rules.

ADDENDUM TO THE RULES, POLICIES AND PROCEDURES FOR EQUITY AWARDS GRANTED TO EMPLOYEES

In addition to the terms of the Plan and the Rules, the Award is subject to the following additional terms and conditions. The information is based on the securities, exchange control and other laws in effect in the respective countries as of October 2022. All defined terms contained in this Addendum will have the same meaning as set forth in the Plan and the Rules. Pursuant to Section 5.28 of the Rules, if Participant transfers Participant’s residence or employment to another country reflected in this Addendum, the additional terms and conditions for such country (if any) will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or to facilitate the administration of the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant's transfer).

CANADA

1. Settlement in Shares. Notwithstanding anything to the contrary in the Rules or the Plan, any Performance Stock Unit or Restricted Stock Unit will be settled only in shares of Common Stock (and will not be settled in cash).

2. Termination Date. For purposes of the Rules and the Plan, and except as expressly required by applicable legislation or as necessary to comply with Section 5.2 hereof, if applicable, the date of Participant’s “Termination of Service” shall mean the earlier of: (1) the date upon which Participant’s employment with the Employer is terminated, and (2) the date Participant receives written notice of termination of employment from the Employer, regardless of any period during which notice, pay in lieu of such notice or related payments or damages are required to be provided under local law (including, but not limited to statutory law, regulatory law, civil code or common law). For greater certainty, Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest in the Award terminates, nor will Participant be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting in the Award if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting.

The following provisions will apply if the Ontario Employment Standards Act applies to a Termination of Service with respect to a Participant:

1. Termination for Cause. Notwithstanding anything to the contrary in the Rules or the Plan, the following definition replaces the definition of “Cause” in Section 4.1:

“Cause” shall mean a Participant’s Termination of Service by the Employer as a result of Participant’s willful misconduct, disobedience or willful neglect of duty that is not trivial and has not been condoned by the Employer. Any action/inaction, based upon authority given pursuant to a resolution duly adopted by the Board will be conclusively presumed to be done, or omitted to be done, by Participant in good faith and in the best interests of the Company. Notwithstanding the foregoing, with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Cause” will have the same meaning as set forth in such Change in Control Severance Agreement.

The following provisions will apply if Participant is a resident of Quebec:

1. French Language Documents. A French translation of the Rules, the Addendum, the Plan and certain other documents related to the Award will be made available to Participant as soon as reasonably practicable following Participant’s written request. Participant understands that, from time to time, additional information related to the Award may be provided in English and such information may not be immediately available in French. However, upon request, the Company will provide a translation of such

information into French as soon as reasonably practicable. Notwithstanding anything to the contrary in the Rules, and unless Participant indicates otherwise, the French translation of this document and certain other documents related to the Award will govern Participant's Award and Participant’s participation in the Plan.

Documents en langue française. Une traduction française du Règlement, de l'Addendum, du Plan et de certains autres documents relatifs à l'Attribution sera mise à la disposition du Participant dès que raisonnablement possible suite à la demande écrite du Participant. Le Participant comprend que, de temps à autre, des informations supplémentaires relatives au Prix peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Société fournira une traduction de ces informations en français dès que raisonnablement possible. Nonobstant toute disposition contraire dans le Règlement, et à moins que le Participant n'indique le contraire, la traduction française de ce document et de certains autres documents liés à l'Attribution régira l'Attribution du Participant et la participation du Participant au Plan.

2. Data Privacy Consent. The following provision supplements Section 5.5 of the Rules:

Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information regarding Participant's Award and Participant's participation in the Plan from all personnel, professional or non-professional, involved with the administration of the Plan. Participant further authorizes the Company, the Company’s subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to disclose and discuss the Plan and Participant’s participation in the Plan with their advisors. Participant further authorizes the Company and the Company’s subsidiaries and affiliates to record information regarding Participant’s Award and Participant's participation in the Plan and to keep such information in Participant’s file.

Consentement à la confidentialité des données. La disposition suivante complète l'article 5.5 des Règles :

Le Participant autorise par la présente la Société et les représentants de la Société à discuter et à obtenir toutes les informations pertinentes concernant l'Attribution du Participant et la participation du Participant au Plan auprès de tout le personnel, professionnel ou non professionnel, impliqué dans l'administration du Plan. Le Participant autorise en outre la Société, les filiales et sociétés affiliées de la Société, l'administrateur du Plan et tout courtier/administrateur tiers qui assiste la Société dans le fonctionnement et l'administration du Plan à divulguer et à discuter du Plan et de la participation du Participant au Plan avec leurs conseillers. Le Participant autorise en outre la Société et les filiales et sociétés affiliées de la Société à enregistrer des informations concernant l'Attribution du Participant et la participation du Participant au Plan et à conserver ces informations dans le dossier du Participant.

EUROPEAN UNION (“EU”)/EUROPEAN ECONOMIC AREA (“EEA”)/UNITED KINGDOM

If Participant resides and/or is employed in the EU / EEA or the United Kingdom, the following provision replaces Section 5.5 of the Rules:

Data Privacy. The Company’s headquarters is currently located at 9900 West 109th Street, Suite 100, Overland Park, Kansas, 66210, United States of America, and the Company grants Awards under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s grant of Awards under the Plan and its ongoing administration of such Awards, the Company is providing the following information about its data collection, processing, usage and transfer practices (“Personal Data Activities”). In accepting the grant of an Award, Participant should review the following information regarding the Company’s data privacy practices.

(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, Participant is hereby notified that the Company collects, processes, and uses certain personally-identifiable information about Participant; specifically, including Participant’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in Participant’s favor, which the Company receives from Participant or the Employer. In

granting the Awards under the Plan, the Company will collect Participant’s personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company collects, processes and uses Participant’s personal data pursuant to the Company’s legitimate interest of managing the Plan and generally administering employee equity awards and to satisfy its contractual obligations under the terms of the Rules and the Plan. The Participant’s refusal to provide personal data may affect Participant’s ability to participate in the Plan. As such, by participating in the Plan, Participant voluntarily acknowledges the collection, processing and use, of Participant’s personal data as described herein.

(b)Stock Plan Administration Service Provider. The Company transfers Participant’s personal data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator and share Participant’s personal data with another company that serves in a similar manner. The Stock Plan Administrator may open an account for Participant to receive and trade shares of Common Stock acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to Participant’s ability to participate in the Plan.

(d)Data Retention. The Company will use Participant’s personal data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs Participant’s personal data, the Company will remove it from its systems. If the Company keeps Participant’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(e)Data Subjects Rights. Participant may have a number of rights under data privacy laws in Participant’s country of residence. For example, Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in Participant’s country of residence, and (vi) request a list with the names and addresses of any potential recipients of Participant’s personal data. To receive clarification regarding Participant’s rights or to exercise Participant’s rights, Participant should contact Participant’s local human resources department.

UNITED KINGDOM

2. Tax Withholding. The following provision supplements Section 5.1 of the Rules:

Notwithstanding any provision of Section 5.1 of the Rules to the contrary, Participant agrees that Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company, the Employer or Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes that each is required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. For purposes of the foregoing and for the sake of clarity, “Tax-Related Items” will include Class 1 National Insurance contributions and the Health and Social Care Levy.

3. Exclusion of Claim. Participant acknowledges and agrees that Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Participant

ceasing to have rights under or to be entitled to the Award, whether or not as a result of Participant’s Termination of Service (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Award. Upon the grant of the Award, Participant will be deemed irrevocably to have waived any such entitlement.

***************************************


						Exhibit 21.1

Compass Minerals International, Inc.

List of Subsidiaries as of September 30, 2022


Company Name			Jurisdiction of Incorporation
Clyman Bay Resources, Inc.			Delaware, U.S.
CMI Nova Scotia Company			Nova Scotia, Canada
CMP Canada Inc.			Nova Scotia, Canada
CMP Capital, Inc.			Delaware, U.S.
CMUK DB Trustee Company Limited			England and Wales
Compass Canada Limited Partnership			Ontario, Canada
Compass Canada Potash Holdings Inc.			Saskatchewan, Canada
Compass Cayman Holdings Ltd.			Cayman Islands
Compass Minerals (Europe) Limited			England and Wales
Compass Minerals America Inc.			Delaware, U.S.
Compass Minerals Chile Limitada			Chile
Compass Minerals do Brasil Ltda.			Brazil
Compass Minerals Europe B.V.			Netherlands
Compass Minerals International Limited Partnership			Ontario, Canada
Compass Minerals Louisiana Inc.			Delaware, U.S.
Compass Minerals Manitoba Inc.			Nova Scotia, Canada
Compass Minerals Nova Scotia Company			Nova Scotia, Canada
Compass Minerals Ogden Inc.			Delaware, U.S.
Compass Minerals Receivables LLC			Delaware, U.S.
Compass Minerals Storage & Archives Limited			England and Wales
Compass Minerals UK Holdings Limited			England and Wales
Compass Minerals UK Limited			England and Wales
Compass Minerals USA Inc.			Delaware, U.S.
Compass Minerals Winnipeg Unlimited Liability Company			Nova Scotia, Canada
Compass Minerals Wynyard Inc.			Saskatchewan, Canada
Compass Resources Canada Company			Nova Scotia, Canada
Compass South American Salt Holdings Ltd.			Cayman Islands
Curlew Valley Farms, LLC			Utah, U.S.
DeepStore Holdings Limited			England and Wales
DeepStore Limited			England and Wales
Dove Creek Grazing, LLC			Utah, U.S.
Great Salt Lake Holdings, LLC			Delaware, U.S.
GSL Corporation			Delaware, U.S.
NAMSCO Inc.			Delaware, U.S.
NASC Nova Scotia Company			Nova Scotia, Canada
RT 094 Empreendimentos e Participações Ltda.			Brazil
Salt Union Limited			England and Wales
Wolf Trax Europe Limited			England and Wales
Wolf Trax Holdings Inc.			Delaware, U.S.
Wolf Trax USA Inc.			Delaware, U.S.


			Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-119410) of Compass Minerals International, Inc. Directors’ Deferred Compensation Plan

(2)Registration Statement (Form S-8 No. 333-121965) of Compass Minerals International, Inc. Savings Plan

(3)Registration Statement (Form S-8 No. 333-127699) of Compass Minerals International, Inc. 2005 Incentive Award Plan

(4)Registration Statement (Form S-8 333-203922) of Compass Minerals International, Inc. 2015 Incentive Award Plan

(5)Registration Statement (Form S-8 333-238252) of Compass Minerals International, Inc. 2020 Incentive Award Plan, and

(6)Registration Statement (Form S-8 333-265569) of Compass Minerals International, Inc. 2020 Incentive Award Plan;

of our reports dated December 14, 2022, with respect to the consolidated financial statements and schedule of Compass Minerals International, Inc., and the effectiveness of internal control over financial reporting of Compass Minerals International, Inc., included in its Annual Report (Form 10-K) for the fiscal year ended September 30, 2022.


/s/ Ernst & Young LLP

December 14, 2022
Kansas City, Missouri

Exhibit 23.2

Consent of Qualified Person

I, Joe Havasi, the Director, Natural Resources of Compass Minerals International, Inc., a Delaware corporation (the “Registrant”), am the qualified person (as defined in Item 1300 of Regulation S-K) that prepared, in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K: (i) the Technical Report Summary relating to potassium and sulfate of potash, magnesium and magnesium chloride, and sodium and sodium chloride mineral resources and reserves at the Registrant’s Ogden, Utah facility, dated November 29, 2021 and amended as of December 14, 2022, with an effective date of September 30, 2021 (the “Ogden Potassium/Magnesium/Sodium TRS”) , filed as Exhibit 96.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “Form 10-K”); (ii) the Updated Technical Report Summary relating to lithium and lithium carbonate equivalent mineral resources at the Registrant’s Ogden, Utah facility, dated September 14, 2022, with an effective date of March 3, 2022 (the “Ogden Lithium TRS”), filed as Exhibit 96.1 to the Form 10-K; (iii) the Technical Report Summary relating to the Registrant’s Cote Blanche mine, dated November 29, 2021 and amended as of December 14, 2022, with an effective date of September 30, 2021 (the “Cote Blanche TRS”), filed as Exhibit 96.3 to the Form 10-K; and (iv) the Technical Report Summary relating to the Registrant’s Goderich mine, dated November 29, 2021 and amended as of December 14, 2022, with an effective date of September 30, 2021 (collectively with the Ogden Potassium/Magnesium/Sodium TRS, the Ogden Lithium TRS and the Cote Blanche TRS, the “TRS’s”), filed as Exhibit 96.4 to the Form 10-K, and hereby consent to:

1.the filing or incorporation by reference, as applicable, of the TRS’s with or into the Form 10-K and the incorporation by reference of the TRS’s into the following registration statements of the Registrant (collectively, the “Registration Statements”):

a.Registration Statement on Form S-8 (Registration No. 333-119410), filed on September 30, 2004, relating to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan;

b.Registration Statement on Form S-8 (Registration No. 333-121965), filed on January 11, 2005, relating to the Compass Minerals International, Inc. Savings Plan;

c.Registration Statement on Form S-8 (Registration No. 333-127699), filed on August 19, 2005, relating to the Compass Minerals International, Inc. 2005 Incentive Award Plan;

d.Registration Statement on Form S-8 (Registration No. 333-203922), filed on May 6, 2015, relating to the Compass Minerals International, Inc. 2015 Incentive Award Plan;

e.Registration Statement on Form S-8 (Registration No. 333-238252), filed on May 14, 2020, relating to the Compass Minerals International, Inc. 2020 Incentive Award Plan;

f.Registration Statement on Form S-8 (Registration No. 333-265569), filed on June 14, 2022, relating to the Compass Minerals International, Inc. 2020 Incentive Award Plan; and

2.the use of and references to my name, including my status as an expert or qualified person (as defined in Item 1300 of Regulation S-K) with respect to the TRS’s, in connection with the Form 10-K and the Registration Statements; and

Exhibit 23.2

3. the inclusion in the Form 10-K of any quotation from, or summarization of, the TRS’s and the incorporation by reference into the Registration Statements of any quotation from, or summarization of, the TRS’s in the Form 10-K.


Date: December 14, 2022			/s/ Joseph Havasi
			Name: Joseph Havasi
			Title: Director, Natural Resources Compass Minerals International, Inc.

Exhibit 23.3

Consent of Qualified Person

I, Susan Patton, Principal Consultant, RESPEC, am the qualified person (as defined in Item 1300 of Regulation S-K) that reviewed, in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K, the Updated Technical Report Summary relating to lithium and lithium carbonate equivalent mineral resources at the Ogden, Utah facility of Compass Minerals International, Inc., a Delaware corporation (the “Registrant”), dated September 14, 2022, with an effective date of March 3, 2022 (the “TRS”), filed as Exhibit 96.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2022 and incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “Form 10-K”), and hereby consent to:

1.the incorporation by reference of the TRS into the Form 10-K and the following registration statements of the Registrant (collectively, the “Registration Statements”):

a.Registration Statement on Form S-8 (Registration No. 333-119410), filed on September 30, 2004, relating to the Compass Minerals International, Inc. Directors’ Deferred Compensation Plan;

b.Registration Statement on Form S-8 (Registration No. 333-121965), filed on January 11, 2005, relating to the Compass Minerals International, Inc. Savings Plan;

c.Registration Statement on Form S-8 (Registration No. 333-127699), filed on August 19, 2005, relating to the Compass Minerals International, Inc. 2005 Incentive Award Plan;

d.Registration Statement on Form S-8 (Registration No. 333-203922), filed on May 6, 2015, relating to the Compass Minerals International, Inc. 2015 Incentive Award Plan;

e.Registration Statement on Form S-8 (Registration No. 333-238252), filed on May 14, 2020, relating to the Compass Minerals International, Inc. 2020 Incentive Award Plan; and

f.Registration Statement on Form S-8 (Registration No. 333-265569), filed on June 14, 2022, relating to the Compass Minerals International, Inc. 2020 Incentive Award Plan;

2.the use of and references to my name, including my status as an expert or qualified person (as defined in Item 1300 of Regulation S-K) with respect to the TRS, in connection with the Form 10-K and the Registration Statements; and

3.the inclusion in the Form 10-K of any quotation from, or summarization of, the TRS and the incorporation by reference into the Registration Statements of any quotation from, or summarization of, the TRS in the Form 10-K.


Date: December 14, 2022			/s/ Susan Patton
			Name: Susan Patton
			Title: Principal Consultant RESPEC

Exhibit 24.1

COMPASS MINERALS INTERNATIONAL, INC.

ANNUAL REPORT ON FORM 10-K

POWER OF ATTORNEY

Each of the undersigned, being a director of Compass Minerals International, Inc., a Delaware corporation (the “Company”), which anticipates filing with the Securities and Exchange Commission (the “SEC”) pursuant to the provisions of the Securities Exchange Act of 1934, as amended, an Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended September 30, 2022 (together with any and all subsequent amendments), does hereby constitute and appoint Mary L. Frontczak his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, to execute and file on behalf of the undersigned, in his or her capacity as a director of the Company, the Annual Report and any and all other documents to be filed with the SEC pertaining to the Annual Report with full power and authority to do and perform any and all acts and things whatsoever required or necessary to be done in the premises, as fully as to all intents and purposes as he or she could do if personally present, hereby ratifying, approving and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Executed on this 28th day of November, 2022.


/s/ Jon A. Chisholm						/s/ Richard P. Dealy
Jon A. Chisholm						Richard P. Dealy

/s/ Edward C. Dowling, Jr.						/s/ Eric Ford
Edward C. Dowling, Jr.						Eric Ford

/s/ Gareth T. Joyce						/s/ Melissa M. Miller
Gareth T. Joyce						Melissa M. Miller

/s/ Joseph E. Reece						/s/ Shane T. Wagnon
Joseph E. Reece						Shane T. Wagnon

/s/ Lori A. Walker						/s/ Paul S. Williams
Lori A. Walker						Paul S. Williams

/s/ Amy J. Yoder
Amy J. Yoder

Exhibit 31.1

CERTIFICATION

I, Kevin S. Crutchfield, certify that:

1. I have reviewed this annual report on Form 10-K of Compass Minerals International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: December 14, 2022			/s/ Kevin S. Crutchfield
			Kevin S. Crutchfield
			President and CEO

Exhibit 31.2

CERTIFICATION

I, Lorin Crenshaw, certify that:

1. I have reviewed this annual report on Form 10-K of Compass Minerals International, Inc.;

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: December 14, 2022			/s/ Lorin Crenshaw
			Lorin Crenshaw
			Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. §1350

Each of the undersigned hereby certifies that this annual report on Form 10-K for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof, based on my knowledge, fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Compass Minerals International, Inc.


			COMPASS MINERALS INTERNATIONAL, INC.

December 14, 2022			/s/ Kevin S. Crutchfield
			Kevin S. Crutchfield
			President and CEO

December 14, 2022			/s/ Lorin Crenshaw
			Lorin Crenshaw
			Chief Financial Officer

Exhibit 95

MINE SAFETY DISCLOSURE

We understand that to prevent employee and contractor injuries, we must approach safety excellence from many directions at once. We utilize a multi-faceted approach towards world class safety performance. This approach includes (1) setting a high standard of risk mitigation, (2) having robust safety management systems, and (3) supporting a culture of full engagement and personal accountability at all levels of the organization.

We continuously monitor our safety performance by assessing injury and non-injury incidents (e.g., near misses/near hits) as well as key performance indicators. We believe our approach to safety excellence will help us deliver on our commitment to our employees, contractors, their families and our customers to provide a safe working environment.

Mine Safety Data

A subsidiary of Compass Minerals International, Inc. owns and operates the Cote Blanche mine, an underground salt mine located in St. Mary Parish, Louisiana. The Cote Blanche mine is subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977, as amended (the “Mine Act”).

MSHA is required to regularly inspect the Cote Blanche mine and issue a citation, or take other enforcement action, if an inspector or authorized representative believes that a violation of the Mine Act or MSHA’s standards or regulations has occurred. MSHA is required to propose a civil penalty for each alleged violation that it cites.

We have the option to legally contest any enforcement action or related penalty we receive. As a result of this process, an enforcement action may be modified or vacated and any civil penalty proposed by MSHA for an alleged violation may be increased, reduced or eliminated. However, under the Mine Act, we are required to abate (or correct) each alleged violation within a specified time period, regardless of whether we contest the alleged violation.

The table below sets forth information for the quarterly period ended September 30, 2022 concerning certain mine safety violations and other regulatory matters pursuant to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission rules and regulations. The information only applies to our operations regulated by the U.S. Mine Safety and Health Administration.


Mine Name/ Mine I.D. Number	Section 104 S&S Citations and Orders1	Section 104(b) Orders2	Section 104(d) Citations or Orders3	Section 110(b)(2) Violations4	Section 107(a) Orders5	Total Dollar Value of MSHA Proposed Assessments (Actual Amount)	Total Number of Mining Related Fatalities	Received Notice of Pattern of Violations under Section 104(e) (Yes/No)6	Legal Actions Pending as of Last Day of Period	Legal Actions Initiated During Period	Legal Actions Resolved During Period7
Cote Blanche Mine/ 16-00358	7	0	0	0	0	$5,396	0	No	0	0	2

1 Represents the number of citations and orders issued under Section 104 of the Mine Act for alleged violations of mandatory health or safety standards that could significantly and substantially contribute to a mine health and safety hazard. The number reported includes no orders alleging an S&S violation issued under Section 104(g) of the Mine Act..

2 Represents the number of orders issued under Section 104(b) of the Mine Act for alleged failures to abate a citation issued under Section 104(a) of the Mine Act within the time period specified in the citation.

3 Represents the number of citations and orders issued under Section 104(d) of the Mine Act for alleged unwarrantable failures (aggravated conduct constituting more than ordinary negligence) to comply with mandatory safety or health standards.

4 Represents the number of violations issued under section 110(b)(2) of the Mine Act for alleged “flagrant” failures (reckless or repeated failures) to make reasonable efforts to eliminate a known violation of a mandatory safety or health standard that substantially proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

5 Represents the number of orders issued under Section 107(a) of the Mine Act for alleged conditions or practices which could reasonably be expected to cause death or serious physical harm before the condition or practice can be abated.

6 Section 104(e) written notices are issued for an alleged pattern of violating mandatory health or safety standards that could significantly and substantially contribute to a mine safety or health hazard.

7 Represents one civil penalty proceeding involving the contest of Citation No. 9646112, and one civil penalty proceeding involving the contest of Citations No. 9520242 and 9646126, as well as, in each case, the related civil penalties.

Exhibit 96.2

TECHNICAL REPORT SUMMARY

POTASSIUM AND SULFATE OF POTASH, MAGNESIUM CHLORIDE AND SALT

MINERAL RESERVE STATEMENT

COMPASS MINERALS INTERNATIONAL, INC.

GSL / OGDEN SITE

OGDEN, UTAH, USA

Effective Date: September 30, 2021

Initial Report Date: November 29, 2021

Amended Report Date: December 14, 2022


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GSL Facility – Technical Report Summary						ii


Table of Contents
List of Abbreviations		x
1.0	Executive Summary	1
2.0	Introduction	16
2.1	Registrant	16
2.2	Terms of reference and purpose	16
2.3	Sources of information	16
2.4	Details of inspection	17
2.5	Report version	17
3.0	Property description	18
3.1	Property Location	18
3.2	Property area	19
3.3	Mineral Titles	23
3.3.1	History of titles	23
3.4	Mineral rights	25
3.5	Encumbrances	27
3.6	Other Significant Factor and Risks	28
3.7	Royalties Held	28
4.0	Accessibility, Climate, Local Resources, Infrastructure, & Physiography	29
4.1	Topography, elevation, and vegetation	29
4.1.1	Vegetation	29
4.2	Accessibility	30
4.3	Climate and operating season	31
4.4	Infrastructure availability and sources	31
5.0	History	32
6.0	Geological Setting, Mineralization, and Deposit	34
6.1	Geologic description	34
6.1.1	Lake Level Fluctuations	38
6.1.2	System Recharge	43
6.2	Mineral Deposit Type	43
6.3	Stratigraphic Section	43
7.0	Exploration	45
7.1	Procedures – Exploration Other than Drilling	45
7.1.1	Great Salt Lake	45
7.2	Exploration Drilling	51
7.3	Procedures - Drilling Exploration	52
7.4	Characterization of Hydrology	52
7.4.1	Natural Fluctuations of Lake Level	53
7.5	Exploration – geotechnical data	54
7.6	Exploration plan map	54


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7.7	Description of relevant exploration data	55
8.0	Sample Preparation, Analysis, and Security	56
8.1	Sample preparation and quality control	56
8.2	Sample Analyses	57
8.2.1	Sample Quality Control and Assurance	57
8.2.2	Blanks	57
8.2.3	Field Duplicates	59
8.3	Adequacy of Sample Preparation	62
8.4	Analytical Procedures	62
9.0	Data verification	63
9.1	Data Verification Procedures	63
9.2	Data Verification Procedures GSL	63
9.3	Conducting Verifications	65
9.4	Opinion of Adequacy	65
10.0	Mineral Processing and Metallurgical Testing	66
10.1	Nature and extent	66
10.2	Degree of Representation	66
10.3	Analytical and Testing Laboratories	66
10.4	Recovery Assumptions	66
10.5	Adequacy of Data	67
11.0	Mineral Resource Estimates	68
11.1	Introduction	68
11.1.1	Database	68
11.1.2	Key Assumptions and Parameters	69
11.1.3	Methodology	69
11.2	Mineral Resource Statement	75
11.3	Estimates of Cutoff Grades	79
11.4	Resource Classification	81
11.5	Uncertainty of Estimates	81
11.6	Multiple Commodity Grade Disclosure	81
11.7	Relevant Technical and Economic Factors	82
12.0	Mineral Reserve Estimates	83
12.1	Introduction	83
12.2	Mineral Reserve Statement	84
12.3	Estimates of Cutoff Grades	86
12.4	Reserve Classification	86
12.5	Risk Factors	87
13.0	Mining Methods	88
13.1	Current Pond Process	88
13.1.1	West Ponds	88
13.1.2	SOP Harvest	91


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13.2	Geotechnical and Hydrological Models	92
13.3	Production Details	92
13.4	Requirements for Stripping, Underground Development and Backfilling	93
13.4.1	Backfilling	94
13.5	Mining Equipment, Fleet and Personnel	94
13.6	Final Mine	95
14.0	Processing and Recovery Methods	97
14.1	Processing Description	97
14.2	SOP Plant Process Flow	98
14.2.1	Feed Crushing	99
14.2.2	Wet Process	99
14.2.3	Crystallizer Circuit I	99
14.2.4	Flotation	99
14.2.5	Crystallizer I	99
14.2.6	Crystallizer II	99
14.2.7	Compaction Plant	99
14.2.8	Loadout Area	100
14.3	Salt Process	100
14.4	Magnesium Chloride Processing	100
14.5	Waste Handling	101
14.6	Current Requirements for Energy, Water, Materials and People	101
14.6.1	Energy Requirements	101
14.6.2	Water Requirements	102
14.6.3	Personnel	103
15.0	Infrastructure	104
16.0	Market Studies	108
16.1	General marketing information - SOP	108
16.1.1	Current Potash Market	109
16.1.2	Long-Term Price Forecast	109
16.2	General marketing information - Salt	110
16.3	General marketing information - Magnesium Chloride	112
16.4	Material contracts required for production	112
17.0	Environmental, Social, and Permitting	113
17.1	Results of environmental studies and baselines	113
17.2	Waste, tailings, and water plans – monitoring and management	113
17.3	Project permitting requirements	115
17.4	Air permit	116
17.4.1	Surface Water Effluent Discharge Permit	116
17.5	Plans negotiations or agreements (environmental)	116
17.6	Mine closure plans	116
17.7	Adequacy assessment of plans	116


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17.8	Local hiring commitments	116
18.0	Capital and Operating Costs	117
18.1.1	Operating cost	117
18.1.2	Capital cost	117
18.1.3	Assumptions	120
18.1.4	Accuracy	120
19.0	Economic Analysis	123
19.1.1	Operating Costs	123
19.1.2	Capital Costs	123
19.1.3	Economic Analysis	124
19.1.4	Sensitivity Analysis	125
20.0	Adjacent Properties	134
21.0	Other Relevant Data and Information	137
22.0	Interpretation and Conclusions	138
22.1	Mineral resource	138
22.2	Mineral reserves	138
22.3	Financials	139
23.0	Recommendations	140
23.1	Recommended work programs	140
23.2	Recommended work program costs	140
24.0	References	141
25.0	Reliance on information provided by registrant	142
26.0	Date and signature page	143


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List of Tables
Table 1-1: Summary of Potassium and SOP Mineral Resources at the End of Fiscal Years Ended September 30, 2021 and December 31, 2020.						7
Table 1-2: Summary of Magnesium and MgCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						8
Table 1-3: Summary of Sodium and NaCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						9
Table 1-4. Ogden Facility -- Summary of Potassium and SOP Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						11
Table 1-5: Ogden Facility -- Summary of Magnesium and MgCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						12
Table 1-6: Ogden Facility -- Summary of Sodium and NaCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						13
Table 2‑1: Site Visits.						17
Table 3‑1: Land Tenure – (Fee-Owned Land).						20
Table 3‑2: Land Tenure – (Lakebed And Upland Pond Leases).						22
Table 3‑3: Non-Solar Leases/Easements.						22
Table 3‑4: Inactive Leases/Easements.						22
Table 3-5: GSL Water Rights.						27
Table 7‑1: UGS Sampling locations.						49
Table 7‑2: Summary of Compass Minerals Sampling Split by Location and Depth Classification.						51
Table 7‑3: Inflows to the GSL.						53
Table 8‑1: Summary of laboratories used by UGS during historical sampling programs.						57
Table 8‑2: Blank submissions to Brooks Applied Labs for Compass Minerals GSL submissions.						57
Table 8‑3: Duplicate submissions to Brooks Applied Labs for Compass Minerals GSL submissions.						59
Table 10-1: Summary of Analytical Instruments Utilized.						66
Table 10-2: Quality Performance: Standard SOP Products.						67
Table 10-3: Quality Performance: Compacted SOP Products.						67
Table 11-1: Summary of Potassium and SOP Mineral Resources at the End of Fiscal Years Ended September 30, 2021 and December 31, 2020.						76
Table 11-2: Summary of Magnesium and MgCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						77
Table 11-3: Summary of Sodium and NaCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						78
Table 12-1: Summary of Potassium and SOP Mineral Reserves at the End of Fiscal Years Ended September 30, 2021 and December 31, 2020.						84


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Table 12-2: Ogden Facility -- Summary of Magnesium and MgCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						85
Table 12-3: Ogden Facility -- Summary of Sodium and NaCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						86
Table 13‑1: Table of Equipment Utilized in the Mining Method.						95
Table 14-1: Summary of Electrical Usage: Ogden Site Operations.						102
Table 14-2: Summary of Natural Gas Usage: Ogden Site SOP Operations.						102
Table 14-3: Summary of Water Usage: 2020.						103
Table 14-4: Summary of Personnel Employed.						103
Table 16-1: Forecast Nominal Potash Pricing through 2031.						110
Table 16-2: World Forecast Demand for salt by region						110
Table 16-3: USA and Canada: Production, trade and apparent consumption of salt, 2010-2019						111
Table 16-4: USGS Summary of US Salt Pricing						111
Table 16-5: Summary of Ogden Salt And Magnesium Chloride Production and Sales by Segment						112
Table 18-1: Summary of Capital and Operating Costs: 2017-2021.						118
Table 18-2: Summary of Magnesium Chloride and Salt Capital and Operating Costs: 2017-2021.						120
Table 18-3: Summary of Capital Expenses (SOP Operations): 2022-2026						121
Table 19-1: Life of Mine Cash Flow Analysis.						126
Table 19-2: Sensitivity Analysis: Cost Factors.						133
Table 19-3: Sensitivity Analysis: Price.						133
Table 23‑1: Summary of Costs for Recommended Work.						140


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List of Figures
Figure 3‑1: Location of Compass Minerals’ Ogden Facility within Northern Utah.						19
Figure 3‑2: Compass Minerals’ GSL Facility Detail.						23
Figure 4‑1: USGS 7.5 Minute Topographic Quadrangle Map: Great Salt Lake.						29
Figure 4‑2: Wetlands and Protected Areas.						30
Figure 6‑1: Former Extent of Lake Bonneville, Relative to Current Remnant Lakes and Cities.						34
Figure 6-2: Salinity in Bays of the GSL.						36
Figure 6-3: Railroad Causeway Segregating the North and South Arms of the GSL.						37
Figure 6-4: Inflows and Evaporative Outflows.						38
Figure 6-5: Historic Lake Levels for the Great Salt Lake.						39
Figure 6-6: Great Salt Lake Volume / Area Relationship.						40
Figure 6-7: Relationship between the North Arm GSL Level and Potassium Concentrations.						41
Figure 6-8: Relationship between the North Arm GSL Level and Potassium Load.						42
Figure 6-9: Typical evaporation pond cross section.						44
Figure 6-10: Relationship between GSL and Evaporation Ponds.						44
Figure 7‑1: Lake Elevation Data for the Great Salt Lake.						46
Figure 7‑2: Bathymetric Map of the South Arm of the Great Salt Lake.						47
Figure 7‑3: Bathymetric Map of the North Arm of the Great Salt Lake.						48
Figure 7‑4: Relationship between Lake Water Elevation and Total Volume of the Lake.						49
Figure 7‑5: UGS Brine Sample Locations in the Great Salt Lake.						55
Figure 8‑1: Blank submissions to Brooks Applied Labs for Compass Minerals GSL submissions.						58
Figure 8‑2: Duplicate Submissions to Brooks Applied Labs for Compass Minerals GSL Submissions.						61
Figure 11-1: North Arm Potassium Ion Lake Mass – LVG4.						71
Figure 11-2: South Arm Potassium Ion Lake Mass – FB-2.						72
Figure 11-3: North Arm Potassium Mass Load.						73
Figure 11-4: South Arm Magnesium Mass Load.						74
Figure 11-5: South Arm Potassium Mass Load.						74
Figure 11-6: South Arm Magnesium Mass Load.						75
Figure 13-1: West Ponds.						89
Figure 13-2: PS 1 / Promontory Point / East Ponds.						90
Figure 13-3: East Ponds.						91
Figure 13-4: Production Schedule.						93
Figure 13-5: Final Mine Map.						96


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Figure 13-6: Rip-Rap Cluster Islands at Mine Closure.						96
Figure 14-1: Mineral Production Processes at the Ogden Plant.						98
Figure 14-2: SOP Production Flow Chart.						98
Figure 14-3: Salt Production Flow Chart.						100
Figure 14-4: Salt Production Flow Chart.						101
Figure 15-1: Key Infrastructure.						104
Figure 15-2: Key Infrastructure: SOP Plant Area and East Ponds.						104
Figure 15-3: Key Infrastructure: West Ponds.						105
Figure 15-4: Key Infrastructure: Rail Facilities.						107
Figure 16-1: Domestic SOP Market.						109
Figure 20-1: Leasable Areas of the GSL.						135
Figure 20-2: Sovereign Lands Classification.						136


Compass Minerals International, Inc.
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List of Abbreviations
Abbreviation						Unit or Term
%						percent
~						approximately
°						degree
AuEq						gold equivalent
C$						Canadian dollar(s)
EA						Environmental Assessment
EIS						environmental impact statement or environmental impact study
ft						foot or feet
g						Gram
G&A						general and administrative
g/t						grams per ton
gpm						gallons per minute
GSL						Great Salt Lake
h or hr						hour(s)
koz						thousand ounces
kt						thousand tons
L/s						liters per second
lb						pound or pounds
Mg/L						Milligrams per liter
min						minute
Mt						million tons
sec						second
SMU						selective mining unit
SRM						standard reference material
STM						short term modeling
t						ton(s) (2,000 lb)
t/d						tons per day
t/h						tons per hour
t/y						tons per year
TSF						tailings storage facility
US$						United States Dollar
y or yr						Year


Compass Minerals International, Inc.
GSL Facility – Technical Report Summary						1


1			Executive Summary

The Ogden facility is a production stage property that separates and processes potassium, sodium and magnesium salts from brine sourced from the Great Salt Lake in Utah. The primary product currently produced at the Ogden facility is sulfate of potash (“SOP”) (which is a potassium-rich salt used as plant fertilizer), with coproduct production of sodium chloride (which is used for highway deicing and chemical applications) and magnesium chloride (which is used in deicing, dust control and unpaved road surface stabilization applications). The Company has also identified lithium and lithium carbonate equivalent (“LCE”) as mineral resources at the Ogden facility and is currently investigating expanding its existing operations to add lithium and LCE extraction as a coproduct to SOP production. The Ogden facility relies upon solar evaporation to concentrate brine extracted from the north arm of the Great Salt Lake and precipitate the salts into a series of large evaporation ponds located on the east and west sides of the lake, referred to as the east ponds and the west ponds, respectively, prior to harvesting and processing at its related plant (the “Ogden plant”).

The infrastructure associated with the Ogden facility, including the Ogden plant, is located on the shores of the Great Salt Lake in Box Elder and Weber Counties in the State of Utah. The Ogden plant is located at the approximate coordinates of 41˚16’51” North and 112˚13’53” West on the east side of the lake approximately 15 miles (by road) to the west of Ogden, Utah, and 50 miles (by road) to the northwest of Salt Lake City, Utah. The east ponds are located adjacent (to the north and west) to the Ogden plant in Bear River Bay. The west ponds are located on the opposite side of the Great Salt Lake (due west) in Clyman and Gunnison Bays. Access to the Ogden facility is via Ogden, Utah, and its vicinity on paved two-lane roads. From Salt Lake City, Utah, located 40 miles to the south, Ogden is accessible via Interstate Highway 15. The Ogden facility is connected to the local municipal water distribution system, Weber Basin Water Conservation District. The Ogden facility is also connected to the local electrical and natural gas distribution systems provided by Rocky Mountain Power and Dominion Energy, respectively, and houses an existing substation that services the operations at the east ponds. Rail access is provided by Union Pacific Railroad on an existing siding at the Ogden plant.

The Ogden facility is located on approximately 171,114.53 acres of land, of which approximately 7,434.16 acres are owned by the Company. The Great Salt Lake and minerals associated with it are owned by the State of Utah. The Company is able to extract and produce salts from the lake by rights derived from a combination of: (i) lakebed lease agreements (the “Lakebed Leases”) with the Utah Department of Natural Resources, Division of Forestry, Fire and State Lands (the “Utah FFSL”); (ii) two leases for upland evaporation ponds (the “Upland Pond Leases”) with the State of Utah School and Institutional Trust Lands Administration (the “Utah SITLA”); (iii) seven non-solar leases and easements; (iv) water rights for consumption of brines and freshwater (the “Water Rights”) through the Utah Department of Natural Resources, Division of Water Rights; (v) a large mine operation mineral extraction permit (GSL Mine M/057/0002) (the “Mineral Extraction Permit”) through the Utah Department of Natural Resources, Division of Oil, Gas and Mining (the “Utah DOGM”); and (vi) a royalty agreement, dated September 1, 1962 (as amended from time to time, the “Royalty Agreement”), with the Utah State Land Board.


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GSL Facility – Technical Report Summary						2

public notice of lease nomination, conduct an environmental assessment on the nominated lease area, and ultimately consider approval of the lease nomination. This process was followed historically in the acquisition of existing Lakebed Leases held by the Company for the Ogden facility.

The Lakebed Leases and Upland Pond Leases provide the Company the right to develop mineral extraction and processing facilities on the shore of the Great Salt Lake. The Lakebed Leases and Upland Pond Leases were issued between 1965 and 2012 and cover a total lease area of approximately 163,681 acres among 12 active leases, though not all are currently utilized.

Pursuant to each of the Lakebed Leases (except for Mineral Lease 20000107), the Company is obligated to pay rent at rates ranging from $0.50 to $2.00 per acre per year, and some leases have a minimum rent of $10,000 per year. The rent paid pursuant to each lease is credited against the Company’s royalty obligations pursuant to the Royalty The Lakebed Leases do not impose any material conditions on the Company’s retention of the property except for the continued production of commercial quantities of minerals and payment of rent and royalties.

The Upland Pond Leases consist of Special Use Lease Agreement (“SULA”) 1186, which was acquired in May 1999, and SULA 1267, which was acquired from Solar Resources International in 2013. SULA 1186 and SULA 1267 expire in April 2049 and December 2041, respectively, but the Company has options to extend each agreement for two successive five-year periods. Both Upland Pond Leases allow for the construction and operation of evaporation ponds on the subject properties. The Company also holds seven non-solar leases and easements granted by Utah FFSL or Utah SITLA covering approximately 1,258 acres.

The Water Rights are procured by application to the Utah Department of Natural Resources, Division of Water Rights, which reviews the application and evaluates the proposed nature of use, place of use, and point of diversion in light of availability of water pursuant to hydrology and/or prior claims relative to the available water, and whether the proposed use would impair existing water right holders. The Water Rights control the actual extraction of minerals from the Great Salt Lake and dictate the amount of brine that can be pumped from the lake on an annual basis. The Company has 156,000 acre-feet extraction rights from the north arm of the Great Salt Lake under five Water Rights, on which it relies for its current production. The Company holds additional 205,000 acre-feet water extraction rights that can be utilized on either the north or south arms of the Great Salt Lake under two Water Rights that are currently unutilized. As a limit on the volume of brine that can be pumped from the lake in a year, the Water Rights effectively cap the aggregate production of salt that is possible in any year. The Company has certificated all of its Water Rights, meaning that demonstration of actual use in order to retain the right in perpetuity has been approved and authorized.


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GSL Facility – Technical Report Summary						3

facility footprint would require a modification to the Mineral Extraction Permit regardless of the mineral(s) developed.

Pursuant to the Royalty Agreement, the Company has rights to all salts from the Great Salt Lake, and in exchange, the Company pays a royalty to the State of Utah based on net revenues per pound of salts produced. The Royalty Agreement contains a most favored nations clause that effectively provides that the Company always pays the lowest royalty rate for any particular salts as any other person pays to the State of Utah for extraction of such salts. The current royalty rate for SOP under the Royalty Agreement is 4.8%. The Royalty Agreement does not expire so long as paying quantities of minerals are produced and the Company pays a minimum royalty of not less than $10,000 per year.

The Ogden facility is the largest SOP production site in the western hemisphere, and one of only four large-scale solar brine evaporation operations for SOP in the world. The Ogden facility has the capability to produce up to 325,000 tons of solar pond-based SOP, approximately 750,000 tons of magnesium chloride and 1.5 million tons of sodium chloride annually when weather conditions are typical. These recoverable minerals exist in vast quantities in the Great Salt Lake.

The Great Salt Lake is a terminal lake that hosts enriched brine containing dissolved minerals at concentrations sufficient for economic recovery of certain resources. The mineral resource of the Great Salt Lake currently supports economic recovery of sodium (as NaCl), potassium (as SOP), and magnesium (as MgCl2). The GSL Facility is located on the shore of the Great Salt Lake in northern Utah. This location is within the geographic transition from the Rocky Mountains, to the Basin and Range Province to the west.

Evaporation rates higher than input from precipitation and runoff have driven the lake contraction and has served to concentrate dissolved minerals in the lake water. The GSL is one of the most saline lakes in


Compass Minerals International, Inc.
GSL Facility – Technical Report Summary						4

the world. Over the course of modern record keeping, the water level of the Great Salt Lake has not varied by more than 20 ft. This is controlled through the balance of recharge and discharge from the lake. Lake level data indicated that historical lows were seen in the 1960s, while historical highs were seen in the mid-1980s, which required discharge of the Great Salt Lake brine into the west desert by the Utah Division of Water Resources and Utah Department of Natural Resources in an effort to control the lake level.

Inflow contributions to the Great Salt Lake are from surface water (66%), rainwater (31%), and groundwater (3%), with seasonal variation impacting the annual contribution (UGS, 1980). Discharge from the Great Salt Lake is primarily through evaporation.

Exploration activities related to the potassium and SOP mineral resources at Compass Minerals’ GSL Facility include sampling and surveys of the GSL. The following describes the exploration activities undertaken to develop the data utilized within the mineral resource and reserve estimate.

Data to support the potassium and SOP resource and reserve estimates for the Great Salt Lake were sourced from historical literature and data produced by the UGS or USGS related to the Great Salt Lake, supplemented by recent sampling data performed by Compass Minerals. Compass Minerals did not conduct an independent audit of historic exploration methods or sampling and analytical analysis. However, given that almost all data is sourced from the USGS and UGS, in the QP’s opinion, it is reasonable and appropriate to rely upon this data, especially given the wide range of data over many years that reflects consistency from data set to data set, including recent sample data collected by Compass Minerals.

The data available for the Great Salt Lake include the following:

•Lake level elevation data and trends to estimate total brine volume, measured by the USGS

•Historical potassium concentrations within the Great Salt Lake, measured by the UGS

•Recent potassium concentrations within the Great Salt Lake, measured by Compass Minerals

•Recent potassium concentrations at the intake for brine into Compass Minerals’ evaporation ponds, measured by Compass Minerals

•Bathymetry data for the lake bottom, measured by the USGS

The water level within the Great Salt Lake is monitored at several points within the north and south arms of the lake. Sample data is collected by the USGS and the locations utilized for this resource estimate include USGS 10010100 Saline (North Arm) and USGS 10010000 Saltair Boat Harbor (south arm).

Surface water elevation in the lake has varied significantly over time. Over the past 50 years, the lake elevation has ranged from a low of approximately 4,189 ft amsl to a high of approximately 4,213 ft amsl in the north arm of the lake, equating to a variation of more than 20 ft in elevation. As seen in this figure, the water elevation in the south arm is close to that in the north arm although almost always higher, with the average differential typically around 1 ft.

Data to support the resource estimate was sourced from historical literature and data related to the Great Salt Lake. The QP did not conduct an independent review of exploration methods or sampling and analytical analysis. However, given that almost all data is sourced from the USGS and UGS, the QP is comfortable that sampling and analysis is reliable and appropriate, especially given the wide range of data over many years that reflects consistency from data set to data set.

In general, data relied upon includes the following:

•Brine samples collected from a number of sampling points throughout the north and south arms of the lake (Notably, brine samples have largely been collected at a regular interval (i.e. five feet) across the entire depth profile of the lake. This allows for a reasonable estimate of the


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GSL Facility – Technical Report Summary						5

concentration of the full depth of lake water versus single point samples. This is critical given that ion concentration over the water column can vary significantly, generally increasing at depth, especially in the south arm),

•Lake elevation measurements collected at two primary locations (Saline - north arm and Saltair - south arm),

•Bathymetry collected by sonar survey,

•Flow rates (pumping and inflow to the Operation’s evaporation ponds), and

•Evaporation rates developed over the timeline of the data available.

Recent Potassium and other Ion Concentration Data in Great Salt Lake Brine

During 2020 and the first half of 2021, Compass Minerals has conducted independent sampling within the GSL from the three of the five sampling locations used by the UGS. Sampling has been completed from LGV-4 and RD-2 in the north arm, and from FB-2 in the south arm.

Sampling procedures have been designed where possible to mimic the methodology used by UGS in the historical database.

Sampling is completed using the following procedures

•Travel by boat to the defined coordinates using the boats navigational systems

•Sampling is completed by using a graduated high density polyethylene (HDPE) hose with a weighted metal screen

•Sample intervals of 5 ft have been used

•Prior to each sample being taken, the hose is flushed with water from the desired depth to clear brine from the previous sample and reduce potential contamination

•Samples are collected in pre-labelled 250 mL bottles, and dispatched to the laboratory.

Compass Minerals has taken a total of 70 samples during this period plus additional sampling for quality control including field duplicates and field blanks, from the three locations. Compass Minerals has split each of the sampling locations into four portions which are defined as the deep, intermediate, shallow and surface samples.

It is the QP’s opinion the sampling methods involved are appropriate and representative of the GSL and by using a similar process to the UGS allows for the databases to be combined within the current estimates. The QP believes that the samples labelled as shallow, intermediate and deep in the north arm of the GSL are the most indicative of lake concentration since surface samples are susceptible to recent precipitation events and the stratification of fresher water.

The mineral resource estimation process was a collaborative effort between the QP and Compass Minerals staff. The QP sourced a suite of historical documents from public record, including brine chemistry and lake hydrological reports from the 1960s through current. In addition, Compass Minerals provided the QP with recent mineral reserve reports (2003, 2007, 2011, and 2016). Compass Minerals also provided historical pumping and chemistry data for the East and West Ponds.

This section describes the resource estimation methodology and summarizes the key assumptions considered by the QP. In the opinion of the QP, the resource evaluation reported herein is a reasonable representation of potassium mass load in the brine win the north and south arm of the GSL. Once the mass load is estimated, the result is used to determine the mass of SOP.

The QP has considered economic factors likely to influence the prospect of economic extraction, including site assets and infrastructure including solar evaporation ponds, water (brine) rights,


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processing facilities, permitting and entitlements, and the natural, dynamic characteristics of the GSL system in terms of lake elevation and its effects on suspended mass load in its brine.

The potassium and SOP resource in the GSL is unique compared to other solid ore bodies in that the potassium mass load is suspended in solution in an open-water body. The combination of Compass Minerals water rights, lakebed leases, and permitting and entitlements on the GSL give it access to the ambient brine of the GSL, and therefore the potassium mass therein. Compass Minerals’ position on the north arm of the GSL places its pumping facilities at the lowest hydraulic point in the GSL as freshwater flows into the GSL from the south arm from the uplands, and brine naturally flows to the north arm, where there is no natural outlet, except for seasonal evaporation. Thus, all the brine in the GSL eventually flows to the north arm, unimpeded, where the potassium is held suspended in solution. While the scale of the evaporation ponds and pumping capacity, the pond concentration process, limits on the volume of brine that can be pumped annually as dictated by water rights and throughput of the plant places limits on annual throughput capacity, there is no limitation or bounds placed on Compass Minerals’ right to the potassium mineral resource in the GSL when the QP considers the mineral resource from a life of mine standpoint, and the fact that Compass Minerals is the only extractor selectively extracting potassium from the GSL. There are no physical boundaries or impediments to the entire potassium mass load of the GSL, only limitations on annual throughput governed by scope of annual consumption of brine, and pond and plant throughput capacities.

Considering that Compass Minerals has been extracting brine from the GSL for over 50 years and has experience interrogating the resource, the QP estimates the entire potassium mass load of the GSL as a mineral resource, from which the volume of SOP can then be estimated. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve upon application of modifying factors.

The Mineral Resource Statement for Potassium, Magnesium Chloride and Salt at the GSL Facility presented in Tables 1-1, 1-2 and 1-3, respectively, were prepared by Joseph Havasi. Mineral Resources have been reported in situ and are presented as both inclusive and exclusive of Mineral Reserves.


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	As of September 30, 2021				As of December 30, 2021
Resource Area	Average Potassium Grade (mg/L)(7)	Potassium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Resource (tons)(1)(2)(3)(4)(5)	Average Potassium Grade (mg/L)(7)	Potassium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Resource (tons)(1)(2)(3)(4)(5)

Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	7,320	14,480,978	4,000	32,231,855	7,320	14,521,604	4,000	32,322,279
Great Salt Lake South Arm	3,060	26,057,971	1,660	58,000,000	3,060	26,057,971	1,660	58,000,000
Total Indicated Resources		40,538,949		90,231,855		40,579,575		90,322,279
Measured + Indicated Resources
Great Salt Lake North Arm	7,320	14,480,978	4,000	32,231,855	7,320	14,521,604	4,000	32,322,279
Great Salt Lake South Arm	3,060	26,057,971	1,660	58,000,000	3,060	26,057,971	1,660	58,000,000
Total Measured + Indicated Resources		40,538,949		90,231,855		40,579,575		90,322,279
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

Table 1-1. Ogden Facility -- Summary of Potassium and SOP Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2021

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.

(4) Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for SOP of $573 per ton. Gross sales prices are projected to increase to approximately and $8,529 per ton for SOP through year 2161 (the current expected end of mine life).


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north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.

(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


	As of September 30, 2021				As of December 31, 2020
Resource Area	Average Magnesium Grade (mg/L)(7)	Magnesium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Resource (tons)(1)(2)(3)(4)(5)	Average Magnesium Grade (mg/L)(7)	Magnesium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Resource (tons)(1)(2)(3)(4)(5)

Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	11,120	52,000,000	8,638	204,000,000	11,120	52,163,000	8,638	204,640,000
Great Salt Lake South Arm	4,785	40,000,000	3,039	157,000,000	4,785	40,000,000	3,039	157,000,000
Total Indicated Resources		92,000,000		360,000,000		92,163,000		360,640,000
Measured + Indicated Resources
Great Salt Lake North Arm	11,120	52,000,000	8,638	204,000,000	11,120	52,163,000	8,638	204,640,000
Great Salt Lake South Arm	4,785	40,000,000	3,039	157,000,000	4,785	40,000,000	3,039	157,000,000
Total Measured + Indicated Resources		92,000,000		360,000,000		92,163,000		360,640,000
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

Table 1-2: Summary of Magnesium and MgCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of magnesium to MgCl uses a factor of 3.913 tons of MgCl per ton of magnesium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for MgCl of $52.08 per ton. Gross sales prices are projected to increase to approximately and $816.73 per ton for MgCl through year 2161 (the current expected end of mine life).


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(7) Reported magnesium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


	As of September 30, 2021				As of December 31, 2020
Resource Area	Average Sodium Grade (mg/L)(7)	Sodium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Resource (tons)(1)(2)(3)(4)(5)	Average Sodium Grade (mg/L)(7)	Sodium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Resource (tons)(1)(2)(3)(4)(5)

Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	97,530	437,000,000	75,757	1,111,000,000	97,530	437,420,000	75,757	1,112,067,000
Great Salt Lake South Arm	46,298	406,000,000	40,365	1,032,000,000	46,298	406,000,000	40,365	1,032,000,000
Total Indicated Resources		843,000,000		2,143,000,000		843,420,000		2,144,067,000
Measured + Indicated Resources
Great Salt Lake North Arm	97,530	437,000,000	75,757	1,111,000,000	97,530	437,420,000	75,757	1,112,067,000
Great Salt Lake South Arm	46,298	406,000,000	40,365	1,032,000,000	46,298	406,000,000	40,365	1,032,000,000
Total Measured + Indicated Resources		843,000,000		2,143,000,000		843,420,000		2,144,067,000
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

Table 1-3: Summary of Sodium and NaCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of sodium to NaCl uses a factor of 2.542 tons of NaCl per ton of sodium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for NaCl of $62.41 per ton. Gross sales prices are projected to increase to approximately and $215.66 per ton for NaCl through year 2161 (the current expected end of mine life).


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(6) Based on the economic analysis described in Section 19 of this TRS, the QP estimated a cut-off grade of approximately 75,757 milligrams of sodium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 40,365 milligrams of sodium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of sodium and NaCl.

(7) Reported sodium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.

Resources are converted to reserves based on the following parameters:

Measured or indicated resource only. Inferred resources are not eligible for conversion to reserves.

While all the resources estimated in Section 11 were determined to be indicated, the controlling factor is the throughput through Compass Minerals’ existing facility. Key aspects controlling throughput include:

•Water right volume

•Potassium concentration in GSL brine

•Current pond acreage

•Processing Plant capacity

The current available throughput potential of the facility’s pond evaporation and plant process is 325,000 tons. The current extent of evaporation ponds and plant throughput have achieved production of 325,000 tons of SOP, which relates to a depletion of 148,533 tons of potassium from the GSL resource annually. Increase in production of SOP would require additional evaporation pond footprint. Increases in potassium concentration in GSL brine during low lake level stages have no bearing on ultimate throughput as the pond process design is the limiting factor, and enhanced concentration only accelerates the evaporative process, but does not expand it.

The concentration and potassium load in suspension in the GSL pool increases and decreases with lake level. But the only true depletion from the GSL system occurs through anthropogenic removal of potassium salts, and are limited to Compass Minerals’ operations and Morton Salt’s operations. The current maximum annual depletion that can occur based on these depletions is 178,048 tons of potassium per annum. While temporal process losses can occur from infiltration of raw brines into underlying salt masses, Compass Minerals has initiated a process to recover brines that have infiltrated into underlying accumulated salt, known as interstitial brine. Approximately 75% of interstitial brine is recoverable. To that end, the QP has calculated a loss factor of 14,582 tons of potassium into its underlying salt mass that is not immediately recoverable. Based on these factors, the QP calculates that 192,630 tons of potassium are depleted from the GSL system annually. Rounding the depletion to 200,000 tons of potassium per annum from the system, the QP estimates that potassium concentration from ambient north arm GSL brine will reach 0.4%, the cutoff grade in 140 years, or 2161.

At the end of Compass Minerals Ogden facility’s mine life in 2161, 28,200,000 million tons of potassium will have been depleted between Compass Minerals and Morton Salt’s operations, and Compass Minerals will have depleted 20,562,500 tons of potassium at the end of Life of Mine. The Mineral Reserve figure for the Ogden facility is therefore 20,562,500 tons of potassium.

Resources that meet the above criteria were utilized for estimation of the reserve. A summary of Ogden facility’s potassium and SOP, Magnesium chloride and salt mineral reserves as of September 30, 2021 and December 30, 2020 are shown in Tables 1-4, 1-5 and 1-6 respectively. Joseph Havasi, who is employed full-time as the Director, Natural Resources of the Company, served as the QP and prepared the estimates of salt mineral resources and mineral reserves at the Ogden facility.


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	As of September 30, 2021				As of December 31, 2020
Reserve Area	Average Grade (mg/L)(7)	Potassium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Reserve (tons)(1)(2)(3)(4)(5)	Average Grade (mg/L)(7)	Potassium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Reserve (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Resources	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592
Great Salt Lake South Arm	—	—	—	—	—	—	—	—
Total Probable Reserves	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592
Total Reserves
Great Salt Lake North Arm	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592
Great Salt Lake South Arm	—	—	—	—	—	—	—	—
Total Reserves	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592

Table 1-4. Ogden Facility -- Summary of Potassium and SOP Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020

(1) Mineral reserves are as recovered, saleable product.

(2) Production rates for SOP are 325,000 tons per year. This relates to a depletion of 145,833 tons of potassium per year. Based on the QP’s reserve model, the life of mine is estimated to be 140 years.

(3) Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.

(4) Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for SOP of $573 per ton. Gross sales prices are projected to increase to approximately $8,529 per ton for SOP through year 2161 (the current expected end of mine life).

(6) Based on the economic analysis described in Section 19 of this TRS, the QP estimated a cut-off grade of approximately 4,000 milligrams of potassium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 1,660 milligrams of potassium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.

(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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	As of September 30, 2021				As of December 31, 2020
Reserve Area	Average Grade (mg/L)(7)	Magnesium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Reserve (tons)(1)(2)(3)(4)(5)	Average Grade (mg/L)(7)	Magnesium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Reserve (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Resources	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	11,120	24,373,669	8,638	95,480,000	11,120	24,536,500	8,638	96,118,000
Great Salt Lake South Arm	4,785	—	3,039	—	4,785	—	3,039	—
Total Probable Reserves		20,562,500		95,480,000		24,536,500		96,118,000
Total Reserves
Great Salt Lake North Arm	11,120	24,373,669	8,638	95,480,000	11,120	24,536,500	8,638	96,118,000
Great Salt Lake South Arm	4,785	—	3,039	—	4,785	—	3,039	—
Total Reserves		20,562,500		95,480,000		24,536,500		96,118,000

Table 1-5: Ogden Facility -- Summary of Magnesium and MgCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(1) Mineral reserves are as recovered, saleable product.

(2) Production rates for MgCl are 620,000 tons per year. This relates to a depletion of 158,271 tons of magnesium per year. Based on the QP’s reserve model, the life of mine is estimated to be 140 years, based on potash operational longevity.

(3) Conversion of potassium to SOP uses a factor of 3.91 tons of MgCl per ton of magnesium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for MgCl of $52.08 per ton. Gross sales prices are projected to increase to approximately $816.73 per ton for MgCl through year 2161 (the current expected end of mine life).

(6) Based on the economic analysis described in Section 19 of this TRS, the QP estimated a cut-off grade of approximately 8,638 milligrams of magnesium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 3,039 milligrams of magnesium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of magnesium and MgCl.

(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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	As of September 30, 2021				As of December 31, 2020
Reserve Area	Average Grade (mg/L)(7)	Sodium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Reserve (tons)(1)(2)(3)(4)(5)	Average Grade (mg/L)(7)	Sodium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Reserve (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Resources	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	97,530	63,305,000	75,757	160,930,000	97,530	63,716,000	75,757	161,975,000
Great Salt Lake South Arm	46,298	—	40,365	—	46,298	—	40,365	—
Total Probable Reserves		63,305,000		160,930,000		63,716,000		161,975,000
Total Reserves
Great Salt Lake North Arm	97,530	63,305,000	75,757	160,930,000	97,530	63,716,000	75,757	161,975,000
Great Salt Lake South Arm	46,298	—	40,365	—	46,298	—	40,365	—
Total Reserves		63,305,000		160,930,000		63,716,000		161,975,000

Table 1-6: Ogden Facility -- Summary of Sodium and NaCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(1) Mineral reserves are as recovered, saleable product.

(2) Production rates for NaCl are 1,045,000 tons per year. This relates to a depletion of 411,074 tons of sodium per year. Based on the QP’s reserve model, the life of mine is estimated to be 140 years, based on potash operational longevity.

(3) Conversion of potassium to SOP uses a factor of 2.542 tons of NaCl per ton of sodium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for NaCl of $62.41 per ton. Gross sales prices are projected to increase to approximately $215.66 per ton for NaCl through year 2161 (the current expected end of mine life).

(7) Reported sodium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.

When the Ogden Site was commissioned, the high concentration of potassium and other minerals relative to the potential to extract potassium using solar evaporation made possible by the site’s location in a high desert with high summer season evaporation made the prospect of solar evaporation to concentrate brines attractive and appropriate. Further, the shallow bathymetry around the perimeter of the GSL renders the construction and operation of solar evaporation ponds feasible.

Mining operations at the Ogden facility are not typical when compared to a normal mine in that there is no actual open pit or underground extraction. The mining of the potassium and other salt effectively involves pumping of brine from the Great Salt Lake into evaporation ponds. From that point, the extraction of the salt from the brine is more of a mineral processing exercise.

In total, Compass Minerals has approximately 361,000 acre-ft of pumping rights to lake brine that it can extract from the north arm of the Great Salt Lake on an annual basis. Based on recent operational data, the Operation has typically extracted, on average, around 125,000 acre-ft of brine per year. Most of this


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brine (approximately 85%, on average) is pumped into the West Ponds with the remainder going into the East Ponds.

Brine that is pumped into the West Ponds has a residence time of approximately one year, during which it is concentrated approximately 2.5 times, prior to transfer to the East Ponds. To make this transfer, the West Pond brine is pumped into the 21-mile-long Behrens Trench, where it flows under north arm lake brine to the East Pond. Due to the higher density of the concentrated West Pond outflow, this dense brine stays at the bottom of the trench and limits the mixing with the lake brine (Compass Minerals reports approximately 30% dilution). The transit time takes approximately one week.

East Pond feed brine is predominantly from the Behrens Trench, which is effectively partially diluted West Pond concentrated brine. There is a limited amount of additional lake brine that supplements the East Pond inflow. Total inflow to the East Ponds, including Behrens Trench flow, is on average approximately 32,000 acre-ft per year.

Since 2017, total operating costs per ton have ranged from $242 per ton in 2019 to $325 per ton in 2017. Headcount has remained fairly stable overt the period with 363 total salaried and hourly employees in 2017 to 374 employees in 2021. The average annual capital expenditure since 2017 at the GSL Facility is $17,125,000, with a high of $30,053,000 in 2017 and a low of $11,255,000 in nine-month fiscal 2021 (Table 18-1). The higher than average capital spend in 2017 was associated with SOP Plant improvements undertaken as maintenance of business. The average annual capital expenditure excluding the SOP Plant improvements is $15,041,000, which is more indicative of a typical annual capital expenditure. All actual capital costs incurred since 2017 were provided by the owner.

The GSL Facility, as well as all Compass Minerals facilities, maintains a five-year capital forecast for all planned capital expenditures to support current production. A summary of foreseen capital expenditures through 2026 is provided on Table 18-2. As shown on Table 18-2, total estimated capital expenditure through 2026 is $186,066,000, and is comprised of MOB capital and capital spend for major foreseen capital projects through 2026 including:

•Raising dikes, intake canal maintenance and pump station re-builds: $58,041,000.

•Maintenance, replacement and rebuilds of key SOP plant facilities: $110,589,000.

The balance of the forecasted capital expenditure through 2026 is $17,436,000 and primarily includes routine replacement and maintenance of mine vehicles and equipment. Listed expenditures are based on historic cost data, vendor/contractor quotations, and similar operation comparisons and are within +/-15% level of accuracy. There are risks regarding the current capital costs estimates through 2026, including escalating costs of raw materials and energy, equipment availability and timing due to either production delays or supply chain gaps.

For the mass load estimations in the Great Salt Lake brine, the Utah Geological Survey (“UGS”) as of September 2020 (water samples across five locations) and United States Geological Survey bathymetry data from 2000 (sonar sampling) were used as the basis for the modeling of sodium, magnesium, potassium and lithium mass loads, the critical ions of interest. Key data from the common sampling points were compared to confirm data correlated. Because these reports are independently produced, undergo inter-agency review, and their key data points correlate, no further evaluation of sampling methods or quality control were reviewed by Company management or the QP. In addition, the Company conducted its own sampling at UGS sample locations to further define potassium resource, in addition to lithium. The Company collected potassium and other ion data during this campaign in order to relate ion relationships and ratios in its modelling as well. These data were derived from samples collected by the QP in hermetically sealed samples containers, sent to an external laboratory under chain of custody, analyzed by an accredited laboratory for metals analysis, and data were reviewed and validated by SRK Consulting. Review of the data derived from the Company’s sampling campaign revealed that the data were of sufficient quality to integrate in to the historic UGS data set for further mass load modelling.


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The GSL facility resource model was developed and reviewed and by the QP, who also made refinements to the hydrologic model. The mineral resources stated in this TRS are based upon currently available exploration information. This data includes historical information that was collected prior to current standards. However, the uncertainty and risk associated with this historic data has been mitigated through the addition of modern sampling that has been subjected to strict QA/QC protocols that met or exceeded the industry best practices at the time.

The QP is satisfied that the hydrological/chemical model for the Great Salt Lake reflects the current hydrological and chemical information and knowledge. The mineral resource model is informed by brine sampling data spanning approximately 55 years and recent bathymetry data. Continuity of the resource is not a concern, as the lake is a visible, continuous body. The Company’s experience in extracting potassium and other salts from the Great Salt Lake for over 50 years under dynamic conditions, such as changing lake elevations and ion concentrations, lends confidence regarding the ability to operate under varying conditions, utilizing ion concentrations as a tool to monitor reserve estimates and make operational decisions.

Sensitivity analysis indicates that this is a robust project that can withstand 20% increases in the key cash flow components.

•If mining operating costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•If capital construction costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•The facility can also withstand a decrease in average selling price of SOP, Magnesium chloride and Salt of 10%, but the NPV is negative with a 20% reduction of price for SOP, Magnesium chloride and Salt from those currently estimated according to the sensitivities shown in Table 19-2.


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2			Introduction


2.1			Registrant

This Technical Report Summary (this “TRS”) was prepared in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K (Title 17, Part 229, Items 601(b)(96) and 1300 through 1305 of the Code of Federal Regulations) promulgated by the Securities and Exchange Commission (“SEC”) for Compass Minerals International, Inc. (“Compass Minerals” or the “Company”) with respect to estimation of potassium and SOP mineral resources and reserves, sodium and NaCl mineral resources and reserves, and magnesium and MgCl mineral resources and reserves for Compass Minerals’ existing operation producing various minerals from the Great Salt Lake (“GSL”), located in Ogden, Utah (referred to as the “GSL Facility”, the “Operation” or the “Ogden Plant”).


2.2			Terms of Reference and Purpose

The quality of information, conclusions, and estimates contained herein are based on: i) information available at the time of preparation and ii) the assumptions, conditions, and qualifications set forth in this TRS.

Unless stated otherwise, all volumes and grades are in U.S. customary units and currencies are expressed in constant third quarter 2021 U.S. dollars. Distances are expressed in U.S. customary units.

The purpose of this TRS is to report potassium and sulfate of potash mineral resources and reserves, sodium and sodium chloride mineral resources and reserves, and magnesium and magnesium chloride mineral resources and reserves for the GSL Facility.

The effective date of this Technical Report Summary is September 30, 2021.


2.3			Sources of Information

This TRS is based upon technical information and engineering data developed and maintained by local personnel at the GSL Facility, Compass Minerals’ corporate supporting resources and from work undertaken by third-party contractors and consultants on behalf of the Operation, in addition to public data sourced from the Utah Geological Survey (“UGS”) and United States Geological Survey (“USGS”), internal Compass Minerals technical reports, previous technical studies, maps, Compass Minerals letters and memoranda, and public information as cited throughout this TRS and listed in Section 24 “References.”

Information provided by the registrant upon which the QP relied is listed in Section 25, where applicable.

This report was prepared by Joseph R. Havasi, MBA, CPG-12040, a qualified person.


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2.4			Details of Inspection

The following table summarizes the details of the personal inspections on the property by the qualified person.


QP	Date(s) of Visit	Details of Inspection
Joe Havasi	August 2017 – Present	Mr. Havasi is employed full time, works and has offices at the Ogden GSL Facility. He commonly visits west and east pond facilities, pump stations, intake facilities, and plant operations.
Joe Havasi	September 2020 – May 2021	Conducted six excursions in the GSL to collect ambient lake brine samples from RD-2, LVG4, and FB-2 sample locations.

Source: Compass Minerals

Table 2-1: Site Visits


2.5			Report Version

This TRS is an update of the TRS with respect to SOP, Magnesium chloride and Salt sodium and Salt resource estimates at the Ogden facility, dated November 29, 2021, with an Effective Date of September 30, 2021, prepared by Joseph Havasi as the qualified person, which was previously filed as Exhibit 96.2 to Compass Minerals’ Transition Report on Form 10-KT for the transition period from January 1, 2021 to September 30, 2021, filed November 30, 2021.


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3			Property Description


3.1			Property Location


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Figure 3-1: Location of Compass Minerals’ Ogden Facility within Northern Utah

Source: Compass Minerals


3.2			Property Area

The GSL Facility is comprised of fee-owned land, lakebed leases and upland leases. The Great Salt Lake and minerals associated with the lake are owned by the State of Utah. As summarized on Table 3-1, Compass Minerals has title to 7,434 acres on both the east side and west side of the GSL. The Compass Minerals plant locations are exclusively situated on 918 acres of fee-owned land on the East side of the GSL, with additional holdings on Promontory Point, Clyman Bay and Dove Creek (Figure 3-2).


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Table 3-1: Land Tenure - (Fee-Owned Land)


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The Upland Pond Leases consist of Special Use Lease Agreement (“SULA”) 1186, which was acquired in May 1999, and SULA 1267, which was acquired from Solar Resources International in 2013. SULA 1186 and SULA 1267 expire in April 2049 and December 2041, respectively, but the Company has options to extend each agreement for two successive five-year periods. The rent for SULA 1186 is $16,460 per year and rent for SULA 1267 is $207,000 per year. Both Upland Pond Leases allow for the construction and operation of evaporation ponds on the subject properties. The Upland Pond Leases do not impose any material conditions on the Company’s retention of the property except for payment of rent.

The Company also holds seven non-solar leases and easements granted by Utah FFSL or Utah SITLA covering approximately 1,258 acres. Two of these are material to the operation of the Ogden facility, Behrens Trench Easement 400-00313 and PS-113 Easement SOV002-0400. The Company paid a one-time fee of $42,514 for Behrens Trench Easement 400-00313, which expires in June 2051. The Company paid a one-time fee of $27,273 for PS-113 Easement SOV002-0400, which does not expire. These leases are described in Table 3-3 (active leases / easements) and Table 3-4 (inactive leases / easements). The Company also has a lease indenture for a brine canal with the Union Pacific Railroad dated April 13, 1967 on Promontory Point (Figure 13-2). The indenture automatically renews with payment, which is $595.72 annually.


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Table 3-2: Land Tenure - (Lakebed and Upland Pond Leases)

Regulatory Office

Lease ID

Location

County

Area (acres)

FFSL

ML 19024-SV

East Ponds

Box Elder

20,826.56

FFSL

ML 19059-SV

East Ponds

Box Elder

2,563.79

FFSL

ML 21708-SV

East Ponds

Box Elder

20,860.29

FFSL

ML 22782-SV

East Ponds

Box Elder

7,580.00

FFSL

ML 23023-SV

Promontory (PS 1)

Box Elder

14,380.56

FFSL

ML 24631-SV

East Ponds

Box Elder

1,911.00

FFSL

ML 25859-SV

East Ponds

Box Elder

10,583.50

FFSL

ML 43388-SV

Promontory (PS 1)

Box Elder

708.00

FFSL

ML 44607-SV

West Ponds

Box Elder

37,829.82

FFSL

20000107

West Ponds (Dolphin Island)

Box Elder

23,088.00

SITLA

SULA 1186

West of Pond 114

Box Elder

1,595.90

SITLA

SULA 1267

Clyman Bay

Box Elder

21,753.85

Total Acreage:

163,680.34

Source: Compass Minerals

In addition to the key lakebed leases and water rights (described in Section 3.4), which provide Compass Minerals the right to develop its extraction/processing facilities and extract brine from the GSL, respectively, Compass Minerals also holds a range of other leases / easements that have allowed development of specific aspects of key infrastructure for the Operation.

Table 3-3: Non-Solar Leases/Easements

Regulatory Office

Lease ID

Location

County

Area

FFSL

ESMT 95

Behrens Trench

Box Elder

1,099

FFSL

SOV-0002-400

Pump Station 113 Inlet Canal

Box Elder

41.19

SITLA

ML 50730 MP

Strong’s Knob

Box Elder

57.00

SITLA

ESMT 96

Strong’s .Knob Access Road

Box Elder

28.00

SITLA

ESMT 143

Pump Station 112 Flush Line

Box Elder

21.68

Source: Compass Minerals

Table 3-4: Inactive Leases/Easements

Regulatory Office

Lease ID

Location

County

Area

FFSL

ESMT 97

Willard Canal

Weber

11.00

Source: Compass Minerals


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mandates certain closure and reclamation requirements in accordance with Utah Rule R647-4-104. Financial assurance for the ultimate reclamation of facilities is documented in the reclamation plan, and security for costs that will be incurred to execute site closure is provided by a third-party insurer to the State of Utah in the form of a surety bond. The total future reclamation obligation is estimated to be $4.36 million. The Company expects that its lithium extraction plans are allowed under the terms of the Mineral Extraction Permit. Any greenfield expansion of ponds or appurtenances beyond the existing facility footprint would require a modification to the Mineral Extraction Permit regardless of the mineral(s) developed.

Figure 3-2: Compass Minerals’ GSL Facility Detail

Source: Compass Minerals


3.3			Mineral Titles


3.3.1			History of Titles

Royalty Agreement between IMC Kalium Ogden Corp. and the State Land Board dated September 1, 1962. Ml-19024


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Lease dated September 1, 1965 by and between State Land Board, as Lessor and Lithium Corporation of America, Inc. and Chemsalt Corporation as Lessee, recorded June 19, 1990 in Book 489, Page 183 in Box Elder County, as assigned from Chemsalt Corporation and from Lithium Corporation of America, Inc. to Great Salt Lake Minerals & Chemicals Corporation on October 26, 1990 and recorded October 30, 1990 in Book 493, Page 725 in Box Elder County and recorded October 30, 1990 in Book 1589, Page 137 in Weber County and further assigned from Lithium Corporation of America Inc., to Great Salt Lake Minerals & Chemicals Corporation on June 14, 1967 and recorded October 30, 1990 in Book 493, Page 730 in Box Elder County and recorded October 30, 1990 in Book 1589, Page 150 in Weber County. ML-23023

Lease dated August 24, 1966 by and between State Land Board, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded June 19, 1990 in Book 489, Page 234 in Box Elder County and recorded June 19, 1990 in Book 1582, Page 822 in Weber County. ML-19059

Lease dated August 24, 1966 by and between State Land Board, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded October 30, 1990 in Book 493, Page 708 in Box Elder County and recorded October 30, 1990 in Book 1589, Page 110 in Weber County. ML-22782

Lease dated August 24th, 1966 by and between State Land Board, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded October 30, 1990 in Book 493, Page 751 in Box Elder County. ML-19024

Lease dated October 1, 1966 by and between State Land Board, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded June 19, 1990 in Book 489, Page 244 in Box Elder County and recorded June 19, 1990 in Book 1582, Page 811 in Weber County. ML-21078

Lease dated October 2, 1967 by and between State Land Board, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded June 19, 1990 in Book 489, Page 213 in Box Elder County and recorded June 19, 1990 in Book 1582, Page 846 in Weber County. ML-24631

Lease dated November 20th, 1968 by and between State Land Board, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded June 19, 1990 in Book 489, Page 220 in Box Elder County and recorded June 19, 1990 in Book 1582, Page 839 in Weber County. ML-25859

Lease dated April 27th, 1987 by and between Board of State Lands and Forestry, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded June 19, 1990 in Book 489, Page 205 in Box Elder County. ML-43388

Lease dated September 23, 1991 and recorded September 27, 1991 in book 1608 at page 2284 of the official records of Weber County.

Lease dated January 1, 1991 by and between Utah Division of State Lands and Forestry, as Lessor and Great Salt Lake Minerals & Chemicals Corporation, as Lessee, recorded November 26, 1991 in Book 510, Page 79 in Box Elder County. ML-44607.

SPECIAL USE LEASE AGREEMENT NO. 1186 dated May 1, 1999, executed by and between the School and Institutional Trust Lands Administration as Lessor and IMC Kalium Ogden Corp., a Delaware corporation.


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MINERAL LEASE AGREEMENT NO. 200 00107 dated May 9, 2008, executed by and between the State of Utah, acting by and through the Division of Forestry, Fire and State Lands, Department of Natural Resources as Lessor and Great Salt Lake Minerals Corporation.

SPECIAL USE LEASE AGREEMENT NO. 1267 dated October 25, 1999, executed by and between the State of Utah, acting by and through the School and Institutional Trust Lands Administration as Lessor and William J. Coleman as lessee's predecessor-in-interest as Lessee as disclosed in ASSIGNMENT dated November 29, 2012, executed by Solar Resources, Inc., a Utah corporation as Assignor and as Assignee, recorded November 30, 2012 as Entry No. 319775 in Book 1194 at Page 436, Official Records of Box Elder County.

SECOND AMENDED AND RESTATED SPECIAL USE LEASE AGREEMENT NO. 1267 dated November 29, 2012, executed by and between State of Utah, acting by and through the School and Institutional Trust Lands Administration and Great Salt Lake Minerals Corporation, a Delaware corporation.


3.4			Mineral Rights

The Great Salt Lake and minerals associated with the lake are owned by the State of Utah. Compass Minerals maintains the ability to extract and produce Salts from the lake by right of a combination of lakebed lease agreements, water rights for consumption of brines and freshwater, a royalty agreement, and a mineral extraction permit. Compass Minerals pays a royalty to the State of Utah based on gross revenues of Salts produced. The royalty agreement and lakebed leases are evergreen (i.e., do not expire), so long as paying quantities of minerals are produced from the leases.

Pursuant to the Royalty Agreement, the Company has rights to all salts from the Great Salt Lake, and in exchange, the Company pays a royalty to the State of Utah based on net revenues per pound of salts produced. The Royalty Agreement contains a most favored nations clause that effectively provides that the Company always pays the lowest royalty rate for any particular salts as any other person pays to the State of Utah for extraction of such salts. The current royalty rate for SOP under the Royalty Agreement is 4.8%. Royalties for co-products magnesium chloride and sodium chloride are as follows:

•The royalty rate for magnesium chloride is 5% of gross revenues. Compass is allowed to deduct bagging costs from revenue generated from flaked forms of Magnesium Chloride, and revenues from liquid products (other than High Purity) are calculated at the average sales price for Compass Minerals magnesium chloride product, DustGard through the year.

•The royalty rate for sodium chloride was established in 1996, and initially set at $0.10 per ton, and increased by $0.10 per ton each year until it reached $0.50 per ton. Effective January 1, 2001, the royalty rate for sodium chloride is adjusted annually by reference to the Producer Price Index for Industrial Commodities using the following formula: $0.50 times the Producer Price Index for Industrial Commodities for the current year divided by the Producer Price Index for Industrial Commodities for 1997.


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To extract lithium and LCE products (as described in further detail below), the Royalty Agreement must be modified. The Royalty Agreement does not expire so long as paying quantities of minerals are produced and the Company pays a minimum royalty of not less than $10,000 per year.

The actual extraction of minerals from the GSL is controlled by water rights that dictate the amount of brine that can be pumped from the lake on an annual basis. Compass Minerals’ water rights are listed in Table 3-5. Compass Minerals has 156,000 acre-ft extraction rights from the north arm of the lake that it relies upon for its current production. Compass Minerals holds additional 205,000 acre-ft water extraction rights from the south arm that are not being utilized. As a limit on the volume of brine that can be pumped in a year, these water rights also cap the mass production of Salt that is possible in any year.

Source

Points of Diversion

Priority

County

WR/CH/EX#1

Volume2

Great Salt Lake

PS 1

1/8/62

Box Elder

13-246

134 cfs or 27,000 AF

Great Salt Lake

PS 1, PS 23 (segregated from 13-246)

1/8/62

Box Elder

13-3091

46 cfs or 67,000 AF

Great Salt Lake

PS 1, PS 23 (segregated from 13-3091)

1/8/62

Box Elder

13-3569

50 cfs or 62,000 AF

Great Salt Lake

PS 1 and PS 112 (changed from 13-246 and 13-3091)

5/7/91

Box Elder

13-246

180 cfs or 94,000 AF

Great Salt Lake

Clyman Bay

6/13/20

Box Elder

13-3457

180,992 AF

Bangerter Pump Station Sump

Bangerter Pump Station Canal, ear Hogup Bridge Lucin Cutoff

11/9/95

Box Elder

13-3742

25,000 AF

Bear River

PS 2, PS 8, Northern Lease Border

6/11/65

Box Elder

13-1109

17,792 AF

Bear River

PS 2, PS 3, 1B Cut

2/20/81

Box Elder

13-3345

49,208 AF

Bear River/Great Salt Lake

Pond water impoundment North of PS 2 (non-consumptive)

12/14/81

Box Elder

13-3404

8,000 cfs

Underground Water Well

PS 112 Well (Lakeside)

8/20/92

Box Elder

13-3592

0.17 cfs or 100 AF

Underground Water Well

PS 114 Well

2/19/03

Box Elder

13-3800

0.22 cfs

Underground Water Well

PS 112 Well (New)

2/6/08

Box Elder

13-3871

66 AF

Underground Water Wells

PS 113, 114, 7000 ac, Lakeside, 115

12/16/08

Box Elder

13-3885

1.84 cfs or 784 AF


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Underground Water Wells

PS 113 Well (New)

12/16/08

Box Elder

13-3887

66 AF

Underground Water Well

Pond Control Well

7/27/65

Weber

35-2343

0.15 cfs

Underground Water Wells (5)

Near Ponds 26/91/88, Pond Control

7/27/65

Weber

35-5373

24.85 cfs

Underground Water Wells (10)

East of Pond 26 (same as 13-5325)

6/17/66

Weber

35-4012

1.5 cfs

Underground Water Wells (10)

East of Pond 26 (same as 13-4012)

6/17/66

Weber

35-5325

6.5 cfs

Underground Water Well

Southeast of Mg Plant

8/19/60

Weber

35-1201

0.00054 cfs

Underground Water Wells (7)

East of Little Mountain

7/19/40

Weber

35-162

0.583 cfs

Underground Water Well

Southeast of Mg Plant

3/23/36

Weber

35-2730

0.089 cfs

Source: Compass Minerals

1WH=, CH=, EX=

2AF=acre-feet, cfs=cubic feet per second

Table 3-5: GSL Water Rights


3.5			Encumbrances

Mineral extraction activities at the GSL Facility are regulated by the Utah DNR and DOGM under permit # M/057/002. The site is to be reclaimed in accordance with the approved reclamation plan.

The reclamation plan for the solar evaporation and harvest ponds that was developed as part of the mining portion of the permit will be deconstructed in two separate phases. Phase I involves the final return of all accumulated salts within the evaporation and harvest beds. The salts will be dissolved using fresh water obtained via the GSL Facility’s freshwater rights. Similar to Compass Minerals’ yearly return flow operations, the dissolved rinseate will be returned to the Great Salt Lake at the current point of discharge for prior salt return activities at the southern end of Bear River Bay. The Phase I portion of the plan will be conducted during the late fall for about three to four months in duration. If necessary, these salt return activities may be conducted over multiple years to substantially dissolve accumulated salts and return those salts to the Great Salt Lake. The salt removal process may require some mechanical removal, if necessary, to return the evaporation ponds and harvest ponds to a natural lake bed surface to the satisfaction of the oversight state regulatory agency.

Upon completion of the Phase I salt removal activities, the Phase II rip-rap management plan will commence. This Phase II will involve the collection of rip-rap from the lake side of the GSL Facility’s dikes and cluster the rip-rap them in piles separated by about 1 mile. The rip-rap clusters will be formed on the pond side of historic dikes. The rip-rap clusters will be designed to enhance the natural migratory bird habitat. Additionally, the rip-rap clusters will be fortified with some fine-grained materials to partially fill some interstitial voids to enhance bird nesting habitat.


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In conjunction with Phase II, the exterior and interior dikes will be breached every mile to allow wave action from the Great Salt Lake to erode the remaining dike structures. All other structures and equipment will be removed from State lands. The process plant is a part of an industrial park and will remain after cessation of operations. At the request of the State Division of Wildlife Resources, Compass Minerals may negotiate the possibility of leaving some ponds in place to create bird refuges.

Borrow pits high walls will be recontoured to a 45° angle or less and the pit floors completed so that the pits will not impound water. Revegetation will take place where sufficient soils exist. No plans for soil importation to revegetate the borrow pits are being considered.

All equipment and structures located on lands owned by the State of Utah will be removed. The Ogden Plant site will be left intact for use in the existing industrial park. Allowing the plant to remain as a part of this park was approved by the Weber County Commission of March 29, 1986.

The commitment to perform required reclamation activities is secured by a surety bond. The current total reclamation obligation is US$4.36 million dollars.


3.6			Other Significant Factor and Risks

There are no other significant factors or risks that may affect access, title, or the right or ability to perform work on the GSL Facility.


3.7			Royalties Held

Not Applicable.


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4			Accessibility, Climate, Local Resources, Infrastructure, & Physiography


4.1			Topography, Elevation and Vegetation

The GSL Facility is located along the middle to northern extent of the Great Salt Lake at an elevation ranging between 4,208 ft and 4,225 ft. The topography of the facility area is generally flat, as it is situated along the marginal lake sediments of the Great Salt Lake. The elevation of the north arm of the GSL has ranged between 4,191 feet amsl and 4,213 feet amsl.

Figure 4-1: USGS 7.5 minute Topographic Quadrangle Map: Great Salt Lake

Source: Compass Minerals


4.1.1			Vegetation

Local vegetation is dominated by shrubs and grasses associated with a desert ecosystem and a relatively low precipitation environment.

The wetlands surrounding GSL are of international importance, and they are acknowledged for supporting large populations of migratory birds. As a zone of transition between uplands and the open water of GSL, they also provide other functions. These include flood control, water quality improvement, and biogeochemical processing. There are approximately 360,000 acres of wetlands below the GSL meander line, in addition to 546,697 acres of open water and 3,540 acres of upland (Figure 4-2). Wetlands represent 26% of the 1.37 million acres below the meander line.


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Figure 4-2: Wetlands and Protected Areas

Source: Utah DNR, Comprehensive Management Plant (2011)


4.2			Means of Access

Access to the GSL Facility is considered excellent. The City of Ogden, Utah has established infrastructure for both mining and exporting salt. Access to the Operation is via Ogden and vicinity on paved two-lane


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roads. From Salt Lake City, located 40 miles to the south, Ogden is accessible is via Interstate Highway 15.

Commercial air travel is accessible from Salt Lake City, and rail access is provided by an existing siding at the Ogden Plant.


4.3			Climate and Operating Season

The GSL Facility is located in the Great Basin cold-desert ecosystem, which occurs from lake level to approximately 4,500 feet in elevation in surrounding wetlands and uplands. GSL receives an average of 15 inches of precipitation near the Wasatch Front, less than 10 inches of precipitation on the west side of the lake, and has annual average maximum temperatures of 65.5 degrees Fahrenheit (°F) and annual average minimum temperatures of 38.1°F. The summer period from May to September sees the highest evaporation rates and imparts a cyclic nature to the Operation with evaporative concentration in the summer months, and salt harvesting from late fall to early spring.


4.4			Infrastructure Availability and Resources

The GSL Facility is connected to the local municipal water distribution system, Weber Basin Water Conservation District.

The GSL Facility is connected to the local electrical and natural gas distribution systems via Rocky Mountain Power and Dominion Energy, respectively. The GSL facility houses an existing substation as well that services the east-pond complex and Promontory Point.

The population of Ogden, Utah is approximately 88,000, which is included in the greater Ogden-Clearfield metropolitan area population of approximately 600,000. The area population provides a more than adequate base for staffing the GSL Facility, with a pool of talent for both trades and technical management.

The cities of Ogden and Salt Lake City, Utah provide all necessary resources for the GSL Facility and is a major urban center in the western United States. In addition to a central transportation hub for airline, rail, and over-the-highway cargo, the region is a major support hub for the mining industry in the western United States.


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5			History

Operations have been ongoing at the Ogden Plant site since the late 1960s, with commercial production starting in 1970. The Ogden Plant site has been operated under various owners and has historically produced halite, potash, and as of 1998, magnesium chloride.

During the early 1960s, chemical companies, including Dow Chemical Company, Monsanto Chemical Company, Stauffer Chemical Company, Lithium Corporation of America (“Lithcoa”), and Salzdetfurth A.G., reserved acreage for lakeside developments on Great Salt Lake (Kerr, 1965). Of these, Lithcoa and Salzdetfurth A.G. were the first to develop commercial brine/salt operations.

The potash facility operated by Compass Minerals Ogden Inc. (which was initially formed in 1967 and was formerly known as Great Salt Lake Minerals Corporation, IMC Kalium Ogden Corp. and Great Salt Lake Minerals & Chemicals Corp.) was constructed after an exploration project and feasibility study was carried out by Lithcoa. Laboratory studies were conducted in 1963 and 1964, followed by three years of pilot plant testing and construction of pilot evaporation ponds (Industrial Minerals, 1984). During 1964, Lithcoa representatives appeared before the Utah State Land Board (the State agency that regulated lake development, now the FFSL) in order to acquire permission to extract minerals from the Great Salt Lake (Lewis, 1965; Woody, 1982). Within the next year or so, permission was granted.

In 1965, studies continued on methods for extracting minerals from Great Salt Lake. During that same year, Lithcoa entered into a partnership with Salzdetfurth, A.G., of Hanover, West Germany, an important producer of potash and salt (Lithcoa 51% and Salzdetfurth A.G. 49% ownership) to develop the land and mineral rights on the lake held by Salzdetfurth A.G. (Lewis, 1966: Engineering and Mining Journal, 1970).

In 1967, Lithcoa and Chemsalt, Inc., a wholly owned subsidiary of Salzdetfurth, A.G., proceeded with plans to build facilities on the north arm of the Great Salt Lake to produce potash, sodium sulfate, magnesium chloride, and salt from the lake brine (Lewis, 1968). Lithcoa was acquired that same year by Gulf Resources and Minerals Co. (Houston, Texas) and at that point Gulf Resources and A.G. Salzdetfurth began developing a US$38 million solar evaporation and processing plant west of Ogden, Utah (Knudsen, 1980). The new facility began operating in October 1970. The plant was designed to produce 240,000 short tons (218,000 metric tons (mt)) of potassium sulfate, 150,000 short tons (136,000 mt) of sodium sulfate, and up to 500,000 short tons (454,000 mt) of magnesium chloride annually (Gulf Resources & Chemical Corporation, 1970; Eilertsen, 1971).

In May 1973, Gulf Resources bought its German partner's share of the Great Salt Lake project. At that time, the German partner had also undergone some changes and was known as Kaliund Salz A.G. (Gulf Resources & Chemical Corporation, 1973; Behrens, 1980; Industrial Minerals, 1984).

The initial mining sequence consisted of pumping brine directly from the north arm of the Great Salt Lake. The brine was pumped from Pump Station 1 on the southwest shore of Promontory Point to an overland canal that flowed the brine by gravity to the east side of Promontory mountains and was distributed through a series of solar ponds.


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As Great Salt Lake rose to its historic high in the 1980s, the company spent US$8.1 million in 1983, US$8.1 million in early 1984, US$3.0 million in 1985, and US$4.8 million in 1986 to protect its evaporation pond system at the Ogden Plant site against the rising lake level. On May 5, 1984, a northern dike of the system breached, resulting in severe flooding and damage to about 85% of the pond complex. The breach resulted in physical damage to dikes, pond floors, bridges, pump stations, and other structures. In addition, brine inventories were diluted, making them unusable for producing SOP (Gulf Resources & Chemical Corporation, 1986). During the next five years, the company pumped the water from its solar ponds, reconstructed peripheral and interior dikes and roads, replaced pump stations, and laid down new salt floors in order to restart its operation at the Ogden Plant site.

A 25,000-acre evaporation pond complex was constructed at the Ogden Plant site on the west side of the lake in 1994. The new western ponds were connected to the east-pond complex by a 21-mile, open, underwater canal called the Behrens Trench which was dredged in the lakebed, from the western pond's outlet near Strong’s Knob to a pump station located just west of the southern tip of Promontory Point. The concentrated brine from the west pond, which is more dense than the lake brine due to its mineral concentration, is fed into the low-gradient canal, where it flows slowly by gravity eastward, beneath the less-dense Great Salt Lake brine, to the primary pump station. From there, the dense brine travels around the south end of Promontory Point, then northward, where it enters the east pond complex.

In 1993, D.G. Harris & Associates acquired the Ogden Plant site operations. Ownership of the Ogden Plant was transferred in 1997 to IMC Global (“IMC”), following its acquisition of Harris Chemical Group (part of D.G. Harris & Associates). IMC sold a majority of its salt operations, including the Ogden Plant, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.

On September 16, 2004, the Ogden Plant applied to DOGM to add solar Pond 1B to its permitted operations area. On October 8, 2004, DOGM gave formal approval of this permit revision, and Pond 1B construction was completed in 2006. This pond is located on the east side of Promontory Point and due east of Pond 1A and of the Bear River Channel.

On November 11, 2011, the Ogden Plant submitted a Notice of Intent (“NOI”) to amend mining operations to integrate pond technology enhancements (“PTE”) in existing perimeter dikes located in Bear River Bay. PTE is designed to improve the functionality of existing dikes and is fully encapsulated within the dikes. PTE is implemented by excavating a 24-inch trench within the existing perimeter dikes and backfilling the excavation with inert cement bentonite grout. The PTE then acts to reduce leakage of refined brines back into the Great Salt Lake. Due to the low compressive strength of the vertical cement bentonite seam (which is similar to the strength of the surrounding dike materials), the existing reclamation plan which provides for wave action to ultimately remove dikes will also be effective in reclaiming PTE-integrated dikes. PTE construction was completed in 2014.


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6			Geological Setting, Mineralization, and Deposit


6.1			Geologic Description

The GSL Facility produces saleable minerals from brines sourced from the Great Salt Lake. These brines are upgraded through solar evaporation within large constructed ponds. The following describes the geologic relevance of the Great Salt Lake and lays out the man-made aquifers within the evaporation ponds which host brines with high lithium concentrations.

The GSL Facility is located on the shore of the Great Salt Lake in northern Utah. This location is within the geographic transition from the Rocky Mountains, to the Basin and Range Province to the west.

The Great Salt Lake is a remnant of Lake Bonneville, a large Late-Pleistocene pluvial lake that once covered much of western Utah. At its maximum extent, Lake Bonneville covered an area of approximately 20,000 square miles. Lake Bonneville has been in a state of contraction for the past 15,000 years and has resulted in the formation of remnant lakes that include the Great Salt Lake, Sevier Lake, and Utah Lake (Figure 6-1). Evaporation rates higher than input from precipitation and runoff have driven the lake contraction and has served to concentrate dissolved minerals in the lake water. The GSL is one of the most saline lakes in the world.

The Great Salt Lake is currently the largest saltwater lake in the western hemisphere, covering approximately 1,700 square miles. But due to fluctuation in evaporation rates and precipitation, that size has ranged from 950 square miles to 3,300 square miles over the past 60 years. On a geologic timeframe, the Great Salt Lake water level has varied by many hundreds of feet over the past 10,000 years (UGS, 1980).

Source: UGS 1980

Figure 6-1: Former Extent of Lake Bonneville, Relative to Current Remnant Lakes and Cities


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Over the course of modern record keeping, the water level of the Great Salt Lake has not varied by more than 20 ft. This is controlled through the balance of recharge and discharge from the lake. Lake level data indicated that historical lows were seen in the 1960s, while historical highs were seen in the mid-1980s, which required discharge of the Great Salt Lake brine into the west desert by the Utah Division of Water Resources and Utah Department of Natural Resources in an effort to control the lake level.

Salinity throughout GSL is governed by lake level, freshwater inflows, precipitation and re-solution of salt, mineral extraction, and circulation and constriction between bays of the lake. Distinct salinity conditions have developed in the four main areas of the lake as a result of 1) fragmentation of the lake resulting from causeways and dikes and 2) the fact that 95% of the freshwater inflow to the lake occurs on the eastern shore south of the causeway (Loving et al. 2000). From freshest to most saline, the largest bays in GSL today are Bear River Bay, Farmington Bay, Gilbert Bay (the main body of the lake also referred to as the south arm) and Gunnison Bay (i.e., the North Arm). Since 1982, the salinity in Bear River Bay and Farmington Bay ranges from 2% to 9% (Map 2.5), though it typically stays between 3% and 6%). Figure 6-2 illustrates the range of salinities within the four bays of the GSL.

In 1960, a railroad causeway was constructed in replacement of a 12-mile-long wooden trestle. The causeway is a permeable rockfill barrier with box concrete box culverts that permit limited brine transfer, but prevent full mixing of brine on either side of the causeway. The causeway has therefore effectively divided the Great Salt Lake into two bodies of water (the north arm and the south arm), which have each developed distinct physical and chemical attributes most readily identified through a noticeable color difference in the waters (Figure 6-3).


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From GSL Comprehensive Management Plan, 2011

Figure 6-2: Salinity in Bays of the GSL


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Source: Compass Minerals

Figure 6-3: Railroad Causeway Segregating the North and South Arms of the GSL

Due to the location of the causeway, all surface freshwater flow enters into the south arm of the lake as river inflow from the Jordan, Weber, and Bear Rivers. Conversely, the north arm of the lake receives only mixed brine via limited recharge through the causeway and minor contributions from precipitation and groundwater. Furthermore, due to topography and microclimate conditions, the south arm receives greater precipitation, while the north arm has more favorable evaporative conditions (UGS, 1980). Considering there are no freshwater inflows to the north arm and the intensity of evaporation in the summer months, the north arm acts as a hydrologic sink in the GSL terminal lake system, receiving all of the inflows from the south arm. These conditions have resulted in the preferential concentration of minerals within the north arm brine relative to the south arm brine. Figure 6-4 provides an illustration of the inflows to the GSL, including direct precipitation (Ps) and Evaporation (Es) and the four primary river basins (note Goggin Drain is the inflow from the Jordan and Provo Rivers (Jewell, 2021).


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Source: Historic low stand of Great Salt Lake, Utah (Jewell, 2021).

Figure 6-4: Inflows and Evaporative Outflows

Recent sampling for the Utah Geological Survey (UGS, 2021) data shows that overall potassium, magnesium, and sodium concentrations in the north arm are typically more than double those found in the south arm. These data reflect the impact of the causeway and environmental factors and allow for a review of potential resources to consider the north arm and south arm of the Great Salt Lake independently.

Compass Minerals’ GSL Facility extracts brine from the north arm of the Great Salt Lake into a series of evaporation ponds. The brine is concentrated in these ponds, moving from pond to pond as the dissolved mineral content in the brine increases.


6.1.1			Lake Level Fluctuations

Long-term consideration of lake levels at the Great Salt Lake is required given the potential 140-year life of the Ogden Plant, based on the resource base and production rate of the operation (see Section 13). Inflow to the lake is variable on an annual basis and is dependent upon levels of rain flow, runoff from snowmelt (and hence prior to the year’s snowpack) and upstream consumption of water (agricultural, industrial, residential, etc.). Evaporation from the lake, which is the primary means of water loss from the system, is also variable and dependent upon a number of factors such as current areal extent of the lake, salinity, cloud cover, daily temperatures and daily wind levels. On a year-to-year basis, all of these factors vary significantly and therefore lake levels are volatile.

As can be seen in Figure 6-4, even on a relatively short approximate 170-year timeframe between 1847 and 2021, water levels have varied by more than 20 feet. The most recent lake level data shown in the


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figure illustrates that the lake has gone from a historical high level in the mid-1980s to a level approaching the historical low reached in the 1960s. The concern in the 1960s was reportedly that the lake would dry up when the lake was at its lowest level, while in the 1980s, there was significant surface infrastructure ruined by flooding when the lake was at its highest level. In fact, levels were so high that water was pumped to the West Desert to attempt to control lake levels. On a geologic timeframe of thousands of years, especially the Pleistocene glacial period, lake levels have varied even more, by hundreds of feet.

Source: USGS, 2021 (accessed January 2021 at http://ut.water.usgs.gov/greatsaltlake/elevations/)

Figure 6-5: Historic Lake Levels for the Great Salt Lake


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Source: Baskin, 2011

Figure 6-6: Great Salt Lake Volume / Area Relationship

From a resource basis standpoint, there are two material impacts due to changes in lake levels:

•Rising and falling lake levels drive significant changes in water volume. As seen in Figure 6-6, the volume change between the recent historical low lake elevation (4,191 feet in 1963) and the recent historical high elevation (4,212 feet in 1986 and 1987) is approximately 250%. With a largely fixed dissolved mineral content in any year, an increase in water volume decreases the concentration (grade) of minerals suspended in solution and conversely, a decrease in water volume increases the concentration (grade) of the contained minerals. This relationship is illustrated in Figure 6-7 which shows lake level relative to potassium concentration in north arm pool based on data collected from UGS north arm sample location LVG4 (described in Section 7). Given the exponential increase or decrease in volume related to elevation shown in this figure, the impact to concentration can more than double (or cut in half) concentration levels of potassium ion suspended in the brine.


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Compass Minerals

Figure 6-7: Relationship between North Arm GSL Level and Potassium Concentration

•Changes in the concentration of dissolved minerals can cause ions to reach saturation and begin precipitating from solution (i.e., depositing on the bed of the lake). While especially relevant to sodium ions, this is relevant to potassium ion as well. Research conducted by Goodwin in 1973 estimated the volume of precipitated salts on the north arm lakebed in the form of a crust at approximately 1.1 billion tons (Goodwin, 1973). Goodwin further evaluated the mineralogy of the crust and determined that sylvite (potassium chloride) had deposited in lakebed crust samples collected in 1970, while not present in cores collected in 1972. Goodwin postulated that the sylvite could have dissolved between 1970 and 1972 from fresh water flows over the exposed salts and flowed back into the north arm pool, as GSL elevation continued to increase. GSL elevations were at an all-time low in 1962, and gradually increased through the early 1970s. As shown in Figure 6-3, GSL elevations in the 2010s were generally below 4,295’ as they were during the period leading up to Goodwin’s salt-crust testing in 1970. Considering the documented presence of sylvite in north arm crust samples collected in 1970 following a low-lake stage regime, it is likely that deposition of sylvite is presently occurring again and present in precipitated salts that have deposited in the 2010s. While concentrations of dissolved salt are increasing in the north arm of the GSL during periods of recession, the volume of brine also


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decreases, creating a reduction in dissolved potassium load in the north arm of the GSL, and an increased volume of precipitated salts on the bed of the north arm. This relationship is illustrated in Figure 6-8 that shows north arm volume of brine and tons of potassium in suspended in brine within the north arm pool based on data collected from UGS north arm sample location LVG4 (described in Section 7).

Compass Minerals

Figure 6-8: Relationship between North Arm Volume and Potassium Load

With 1.2 billion tons of salt deposited as salt crust on the north arm of GSL lakebed in 1970, the volume of potassium would have been 3,360,000 tons of potassium, or approximately 5% of the current measured potassium in the GSL, considering potassium was found in salt crust samples at 0.28 weight percent with an error factor of +/-0.16. Notwithstanding, the deposited salt is not depleted from the GSL system, as it resides on the legal lakebed of the GSL defined as the Meander Line below the Ordinary High Water Mark of GSL, and is readily re-dissolved as lake levels increase and or direct precipitation dissolves the deposited salt and returns the salt to solution flows back to the GSL (Goodwin, 1973 and UGS, 2016). This complex dynamic, therefore, creates challenges and uncertainty in calculating the volume of potassium in the GSL since potassium precipitates out of solution when the lake is at low elevations because of the presence of precipitated potassium in the salt crust within the boundary of the lakebed that will eventually wash back in to solution during the annual and seasonal ebb and flow of lake elevation.


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6.1.2			System Recharge

As previously mentioned, there is ongoing recharge of the ions present in the Great Salt Lake brine from the surface and groundwater inflows to the lake. From the QP’s literature review, studies that have evaluated system recharge have focused primarily on river and spring inflows. From a volume basis, these surface water inflows have averaged approximately 66% of total inflow to the lake with rainwater accounting for approximately 31% and groundwater 3% (UGS, 1980). Given rainwater is assumed to be relatively pure and therefore adds limited loading to the lake and the small volume of groundwater entering the lake, the QP believes it is reasonable to assume that most ionic recharge to the lake is from surface water. The surface water recharge to the lake has been estimated to add approximately 0.1% annually to the total ionic load in the lake (UGS, 1968). This value can be material over the long-term period evaluated for the reserve estimate and is considered for the reserve model (see Section 12.2). However, for the resource estimate, a static model is utilized for the effective date so recharge was not included in the resource basis.


6.2			Mineral Deposit Type


6.3			Stratigraphic Section

A not to scale cross section of a typical evaporation pond is provided as Figure 6-9, and a relational cross section of evaporation ponds the GSL is provided in Figure 6-10.


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Compass Minerals

Figure 6-9: Typical evaporation pond cross section

Compass Minerals

Figure 6-10: Relationship between GSL and Evaporation Ponds


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7			Exploration

Exploration activities related to the potassium and SOP mineral resources and reserves at Compass Minerals’ GSL Facility include sampling and surveys of the GSL. The following describes the exploration activities undertaken to develop the data utilized within the mineral resource and reserve estimate.


7.1			Procedures - Exploration Other than Drilling

For the GSL, non-drilling exploration is the primary source of information supporting the resource estimate.


7.1.1			Great Salt Lake

The data available for the Great Salt Lake include the following:

•Lake level elevation data and trends to estimate total brine volume, measured by the USGS

•Historical potassium concentrations within the Great Salt Lake, measured by the UGS

•Recent potassium concentrations within the Great Salt Lake, measured by Compass Minerals

•Recent potassium concentrations at the intake for brine into Compass Minerals’ evaporation ponds, measured by Compass Minerals

•Bathymetry data for the lake bottom, measured by the USGS

Lake Level Elevation and Brine Volume

The water level within the Great Salt Lake is monitored at several points within the north and south arms of the lake. Sample data is collected by the USGS and the locations utilized for this resource estimate include USGS 10010100 Saline (north arm) and USGS 10010000 Saltair Boat Harbor (south arm).

As noted in Section 4.2, the water elevation in the lake has varied significantly over time. Over the past 50 years, the lake elevation has ranged from a low of approximately 4,189 ft amsl to a high of approximately 4,211 ft amsl in the north arm of the lake, equating to a variation of more than 20 ft in


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elevation (Figure 7-1). As seen in this figure, the water elevation in the south arm is close to that in the north arm although almost always higher, with the average differential typically around 1 ft.

Source: Modified from USGS 2021

Figure 7-1: Lake Elevation Data for the Great Salt Lake

The depth profile, or bathymetry, of the Great Salt Lake has also been studied in detail, with bathymetric studies completed in 2000, 2005 and 2006 (USGS 2000, 2005, 2006). Figure 7-2 shows the 2005 bathymetric data for the south arm of the lake and Figure 7-3 shows the 2006 bathymetric data for the north arm. Notably, the more recent 2005/2006 data only surveyed the lake to an elevation of 4,200 feet. While there are periods where the lake is above this level, the 2000 lake survey includes survey data to 4,216 feet that can be utilized for these higher lake levels. Given the use of both data sets in the analysis, Compass Minerals took the average of the older 2000 data and the more recent 2005/2006 data for elevations where both data points were available. For levels above 4,200 feet, Compass Minerals solely relied upon the 2000 data. Notably, within the range of lake levels evaluated, the average of the data set was within 1-2% of the 2005 / 2006 data with a maximum of 5% differential. Therefore, in the QP’s opinion, the use of the average is a reasonable approach.


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Source: USGS, 2005

Figure 7-2: Bathymetric Map of the South Arm of the Great Salt Lake


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Source: USGS, 2006

Figure 7-3: Bathymetric Map of the North Arm of the Great Salt Lake

Based on the water elevation of the lake, the overall volume of each arm of the lake can be calculated with analysis of the bathymetry data. The USGS analyses present this data on 0.5 ft increments (Figure 7-4). Daily lake elevation data is generally collected in 0.1 foot increments and therefore, for volume calculations, lake volume data between the 0.5 foot elevation data increments is interpolated linearly.


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Source: Modified from USGS, 2000, 2005, 2006

Figure 7-4: Relationship between Lake Water Elevation and Total Volume of the Lake

Brine sample locations are summarized in UTM format using a NAD83 grid in Table 7-1 and illustrated in Figure 7-5. Sampling is completed using the following procedures:

•Travel by boat to the defined coordinates using the boats navigational systems

•Sampling is completed by using a graduated hose with a weighted metal screen

•Sample intervals of 5 ft across the full depth profile of the lake. This is important given that ion concentration over the water column can vary significantly (generally increasing at depth, especially in the south arm)

•Prior to each sample being taken the hose is flushed with water from the desired depth to clear brine from the previous sample and reduce potential contamination

•Samples are collected in pre-labelled 250 mL bottles, and dispatched to the laboratory.


Sample Location ID	Lake Arm	Longitude	Latitude	UTM Easting	UTM Northing
LVG-4	North	112.7616	41.3240	352571	4576225
RD-2	North	112.7483	41.4415	353947	4589248
AS-2	South	112.3249	40.8165	388265	4519236
AC-3	South	-112.4466	40.9999	378337	4539758
FB-2	South	112.4608	41.1349	377394	4554765

Source: UGS, 2012

Table 7-1: UGS Sampling locations


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In general, data relied upon includes the following:

•Brine samples collected from a number of sampling points throughout the north and south arms of the lake;

•Notably brine samples have largely been collected at a regular interval (i.e. five feet) across the entire depth profile of the lake. This allows for a reasonable estimate of the concentration of the full depth of lake water versus single point samples. This is critical given that ion concentration over the water column can vary significantly (generally increasing at depth, especially in the south arm).

•Lake elevation measurements collected at two primary locations (Saline - north arm and Saltair - south arm),

•Bathymetry collected by sonar survey,

•Flow rates (pumping and inflow to the Operation’s evaporation ponds), and

•Evaporation rates developed over the timeline of the data available.

Recent Potassium and other Ion Concentration Data in Great Salt Lake Brine

Sampling procedures have been designed where possible to mimic the methodology used by UGS in the historical database.

Sampling is completed using the following procedures

•Travel by boat to the defined coordinates using the boats navigational systems

•Sampling is completed by using a graduated high density polyethylene (HDPE) hose with a weighted metal screen

•Sample intervals of 5 ft have been used

•Prior to each sample being taken the hose is flushed with water from the desired depth to clear brine from the previous sample and reduce potential contamination

•Samples are collected in pre-labelled 250 mL bottles, and dispatched to the laboratory.


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Row Labels	Count	Average of Boron (mg/L)	Average of Calcium (mg/L)	Average of Potassium (mg/L)	Average of Lithium (mg/L)	Average of Sodium (mg/L)	Average of Magnesium (mg/L)
FB-2 Deep	6	34.9	314	4,642	37.8	61,614	7,293
FB-2 Deep Intermediate	6	28.0	306	3,908	30.7	51,217	6,102
FB-2 Deep Shallow	6	24.5	282	3,162	25.9	41,233	5,002
FB-2 Shallow	5	23.8	280	3,380	27.2	47,480	5,274
FB-2 Shallow Intermediate	6	25.0	275	3,442	27.6	44,640	5,347
LVG-4 Deep	6	45.9	398	7,870	58.6	97,586	11,877
LVG-4 Intermediate	6	46.2	355	7,475	56.8	99,400	11,448
LVG-4 Shallow	6	45.8	348	7,545	57.0	96,867	11,550
LVG-4 Surface	4	42.8	342	7,058	52.6	87,975	10,595
RD-2 Deep	6	47.7	349	7,305	55.2	92,400	11,073
RD-2 Intermediate	6	46.6	371	7,463	56.8	96,586	11,332
RD-2 Shallow	6	48.5	401	7,665	57.4	97,283	11,545
RD-2 Surface	1	48.4	266	7,380	51.6	79,000	9,920
Sub Total	70	38.5	335	5,934	45.4	76,407	9,058

Source: Compass Minerals, 2021

Table 7-2: Summary of Compass Minerals Sampling Split by Location and Depth Classification


7.2			Exploration Drilling

Salt accumulates in certain ponds in the Company’s evaporation ponds that are not mechanically harvested or managed through mineral return activities. The accumulated salt contains interstitial brine which contains lithium, potassium and magnesium mass load. The lithium content was estimated by the QP in July 2021 and described in a Technical Report Summary released by the Company on July 13, 2021. The Company has not endeavored to estimate other resources, including potassium, in the interstitial brine until it completes engineering relative to the possible extraction of lithium from the interstitial brine resource.


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7.3			Procedures – Drilling Exploration

No drilling was conducted.


7.4			Characterization of Hydrology

The Utah Department of Natural Resource’s Great Salt Lake Comprehensive Management Plan was finalized in 2011, and presented a through summary of the hydrology of the Great Salt Lake. Much of the following narrative was derived from this source.

GSL is a remnant of Pleistocene Lake Bonneville and occupies the lowest point in a 34,000-square mile drainage basin. Climate, basin configuration, and the result of erosion and deposition determine lake depth, size, and salinity. At the water elevation of 4,200 feet above sea level, GSL has a surface area of 1,608 square miles, making it the fourth largest terminal lake in the world. The average depth of the lake is approximately 14 feet when it is at an elevation of 4,200 feet. Because of the broad, shallow nature of GSL, a small change in lake level results in a large change in lake area. Bear River Bay is the freshest part of the lake due to inflow from the Bear River and the relatively small outlet to the main body of the lake. Bear River Bay is bounded by the Promontory Mountains to the west and the Northern Railroad Causeway to the south. The north arm of GSL, also known as Gunnison Bay, is naturally more saline than the rest of the lake because it receives the least amount of freshwater inflow. Since the 1960s, Gunnison Bay has become hypersaline due to restricted flow between the north and south arms due to the Northern Railroad Causeway. The south arm of GSL, including Gilbert Bay and Ogden Bay, is the largest area of the lake and receives inflow from the Weber River. Farmington Bay, in the southeast of GSL, receives inflow from the Jordan River and is also fresher than the south arm. Although salinity gradients exist naturally in GSL, they have been accentuated by the fragmentation of the lake through causeway and diking.

The GSL Basin is one of many closed basins in the Great Basin and encompasses most of northern Utah, parts of southern Idaho, western Wyoming, and eastern Nevada. GSL receives approximately 3.5 million acre-feet of fresh water each year, primarily from the Bear River, direct precipitation, the Weber River, and the Jordan River (Table 2.3). Groundwater flows are a minor hydrologic contributor to the lake and occur in the form of subsurface flow. These freshwater additions are incorporated into the tributary values in Table 7-3 and account for only 3.6% of total inflow (DWRe 2001). The western portion of the basin includes the West Desert, which does not produce any notable surface-water flows but does contribute a small amount of groundwater to GSL. The three major rivers to GSL carry water and constituents from complex watersheds that include diverse land cover types, geomorphic structures, and land uses as well as a wide range in elevation, slope, and physical and ecological characteristics (GSL Comprehensive Management Plan, 2011).


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Table 7-3: Inflows to the GSL


7.4.1			Natural Fluctuations of Lake Level

Lake fluctuations are natural, expected, and an integral component to the GSL system. The watershed of GSL responds to climatic variability, including precipitation, streamflow, temperature, and other hydrologic processes. Lake hydrology, watershed processes, and regional and global climatic processes affect lake level. As the lake level goes down, the volume of the lake also goes down and salinity increases.

The physical configuration of the lake and its high salinity create a buffering effect on the rate of evaporation of the lake. In general terms, as the lake rises, it increases significantly in surface area and declines in salinity. These factors contribute to an increase in annual lake water evaporation and tend to slow the rise of lake level. Conversely, when the lake level drops, the surface area diminishes and the salinity increases, reducing the total annual evaporation. The lake, therefore, has a natural mechanism to inhibit drying up and has a tendency to slow its own rate of rise.

GSL has historically (defined as the period from 1847 to the present) experienced wide cyclic fluctuations of its surface elevation (Figure 2.4). Since 1851, the total annual inflow (surface, groundwater, and precipitation directly on the lake surface) to the lake has ranged from approximately 1.1 to 9.0 million acre-feet. This wide range of inflow and changes in evaporation have caused the surface elevation to fluctuate within a 20-foot range. Historically, the surface elevation of the lake reached a high of 4,212 feet in the early 1870s and a low of 4,191 feet in 1963 (Figure 2.4). The lake reached 4,212 feet again in 1986 and 1987.


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Because GSL is a terminal lake, the surface level of the lake changes continuously. Short-term changes occur in an annual cycle of dry, hot summers and wet, cool winters. The annual high lake level, which normally occurs between May and July, is caused by spring and summer runoff. The annual low lake level occurs in October or November at the end of the hot summer evaporation season.

The average, annual (pre-1983) fluctuation of the south arm, between high and low, was approximately 1.48 feet; the north arm fluctuation averaged 0.99 feet. The difference between the magnitude of the south and north arm fluctuations is due mainly to the flow-restrictive influence of the Union Pacific Railroad Causeway and the lack of tributary inflow to the north arm. (GSL Comprehensive Management Plan, 2011).


7.5			Exploration - Geotechnical Data

Geotechnical data is not applicable to a brine resource.


7.6			Exploration Plan Map


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Source: UGS, 2016, modified to show Compass Minerals Sampling Locations

Figure 7-5: UGS Brine Sample Locations in the Great Salt Lake


7.7			Description of Relevant Exploration Data

Data collected to characterize the potassium mass load in GSL brine has been summarized and described in Section 7 of this document.


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8			Sample Preparation, Analysis, and Security

In the QP’s opinion, the sample preparation, sample security, and analytical procedures utilized by Compass Minerals all follow industry standards with no noted issues that would suggest inadequacy in any areas. Because review of sampling conducted by the UGS yielded generally consistent results and was supported by the more recent Compass Minerals sampling programs, it is the QP’s opinion, this data also is reliable and reasonable to utilize for the purpose of a mineral resource estimate.


8.1			Sample Preparation and Quality Control

Samples were collected in laboratory supplied, hermetically sealed sample containers. Field personnel donned nitrile gloves during collection and handling of samples. Sample containers were labelled with location, date, time, requested analysis, and sample collector.

Once collected, samples were placed in a cooler with ice to maintain temperature at 4-degrees Celsius. Samples were also wrapped in bubble wrap to protect samples during overnight shipment to the laboratory. Samples were logged on laboratory supplied chain of custody, signed by the sample collector.


8.2			Sample Analyses

Several laboratories have been used over the time period to conduct the water sampling analysis for the GSL. All sampling has been conducted at commercial laboratories which are independent of Compass Minerals. Sampling has been completed over time for the following major ions:

•Sodium – NA+ (g/L)

•Magnesium – Mg+ (g/L)

•Potassium – K+ (g/L)

•Calcium – Ca+2 (g/L)

•Chloride – Cl- (g/L)

•Sulfate – SO4-2 (g/L)

With occasional sampling at various periods for Lithium (ppm) and Boron (ppm).

A list of the historical laboratories and procedures used is shown in taken from (Strum 1986) is shown Table 8-1. The QP notes from review of the historical reports that it was concluded that the UGMS information was of a lower quality. The QP has not used this information during the current estimate and therefore it not considered material.


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Table 8-1: Summary of laboratories used by UGS during historical sampling programs

The Compass Minerals sampling analysis has been completed using an independent commercial laboratory: Brooks Applied Laboratory of Bothell, Washington for Boron, Calcium, Potassium, Lithium, Magnesium and Sodium.


8.2.1			Sample Quality Control and Assurance

Laboratory quality control at Brooks Applied Labs followed industry standard practices. No issues were noted in the review of laboratory analysis results, or Quality Assurance/Quality Control (“QA/QC”) data in support of the completed analyses at either laboratory.

During the 2020 and 2021 GSL Sampling programs, Compass Minerals has included independent QA/QC samples for analysis which were in the form of field duplicates and blanks, and submitted as part of the routine sample stream. A total of 6 blanks and 12 duplicates have been submitted during this period with results of the submission discussed below.


8.2.2			Blanks

A total of 6 samples, which represents 6.8% of the submissions, has been included in the result for the Brooks Applied laboratory analysis are shown in Table 8-2. The results show one of the 6 samples has reported elevated results but in the opinion of the QP these values are within acceptable limits and do not suggest any contamination issues at the laboratory.

Table 8-2: Blank submissions to Brooks Applied Labs for Compass Minerals GSL submissions


	Date	Sample / Depth	Brooks Applied Labs (mg/L)
			Boron	Calcium	Potassium	Lithium	Magnesium	Sodium
Field Blanks	4/2/2021	FieldBlank1	0.009	0.212	0.576	0.005	0.990	10.3
	4/2/2021	FieldBlank2	0.006	0.176	0.551	0.005	0.893	10.1
	4/2/2021	FieldBlank3	0.012	0.211	0.600	0.006	1.070	10.8
	4/18/2021	FieldBlank3	0.021	0.296	2.710	0.021	4.510	32.5
	5/9/2021	FieldBlank5	0.010	0.240	1.050	0.009	1.710	13.5
	5/9/2021	FieldBlank6	0.007	0.177	0.553	0.005	0.908	7.1


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Source: Compass Minerals Sampling Data

Figure 8-1: Blank submissions to Brooks Applied Labs for Compass Minerals GSL submissions


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8.2.3			Field Duplicates

A total of 12 field duplicates have been taken during the period which accounts for 13.6% of the total submissions. The results indicate a strong correlation between the original and field duplicates with the R2 values typically greater than 0.9, which is deemed acceptable. The Calcium results display the poorest correlation (R2=0.67) which is impacted by one high grade outlier. A comparison of the mean grades for the original and duplicates show the means are within ± 2% with the exception of the Calcium which reported a difference of 5.4% (duplicate higher). Overall, it is the QP’s opinion that the duplicate results indicate an acceptable level of precision at the laboratory.


				Original						Duplicate
	Date	Sample / Depth	GSL Elevation	Boron	Calcium	Potassium	Lithium	Magnesium	Sodium	Boron	Calcium	Potassium	Lithium	Magnesium	Sodium
RD-2 Deep	5/9/2021	RD-2 14'	4,192.1	46.3	316	7,150	54.6	10,700	94,100	44.6	324	6,950	53.3	10,500	91,000
RD-2 Intermediate	4/18/2021	RD-2 9'	4,192.2	55.1	395	8,540	65.3	13,200	117,000	54.2	401	7,810	67.3	12,200	102,000
LVG-4 Deep	5/9/2021	LVG-4 15'	4,192.1	46.3	334	7,190	55.5	10,900	93,300	45.2	321	7,040	54.3	10,700	91,000
LVG-4 Intermediate	4/2/2021	LVG-4 10'	4,192.2	56.4	461	8,960	67.3	13,900	115,000	58.7	626	9,160	71.4	14,400	118,000
LVG-4 Intermediate	4/18/2021	LVG-4 10'	4,192.2	55.5	429	8,430	69.6	13,000	107,000	53.0	371	8,100	62.2	12,700	105,000
FB-2 Deep	5/9/2021	FB-2 22'	4,192.6	28.8	294	4,310	34.8	6,780	57,700	31.3	306	4,800	37.9	7,510	63,500

				48.1	371.5	7,430.0	57.9	11,413.3	97,350.0	47.8	391.5	7,310.0	57.7	11,335.0	95,083.3
										-0.5%	5.4%	-1.6%	-0.2%	-0.7%	-2.3%

Source: Compass Minerals Sampling Data

Table 8-3: Duplicate submissions to Brooks Applied Labs for Compass Minerals GSL submissions


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Source: Compass Minerals Sampling Data

Figure 8-2: Duplicate Submissions to Brooks Applied Labs for Compass Minerals GSL Submissions


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8.3			Adequacy of Sample Preparation

Samples were submitted to Brooks Applied Labs (BAL) in Bothell, Washington. BAL is accredited by the National Environmental Laboratory Accreditation Program (NELAP) through the State of Florida Department of Health, Bureau of Laboratories (E87982) and is certified to perform many environmental analyses. BAL is also certified by many other states to perform environmental analyses. In the opinion of the QP, BAL is an accredited lab and analyzed samples in accordance with EPA methods of inorganic metals. After review of QA / QC protocol and all analytical data reports, the QP believes sample preparation and analysis were adequate for the design of sampling executed.

Samples were collected by the QP in laboratory supplied containers, and samples were in the custody of the QP at all times, placed in a cooler and sent to BAL under chain of custody. The QP reviewed analytical results including complete chain of custody forms signed by BAL and believes the integrity and security of samples was maintained from collection through analysis.


8.5			Analytical Procedures

Samples were logged-in for the analyses of total recoverable boron (B), calcium (Ca), potassium (K), lithium (Li), magnesium (Mg), sodium (Na), and density according to the chain-of-custody form. Samples were also logged in for anions (sulfate and chloride), and alkalinity.

All samples were received and stored according to BAL SOPs and EPA methodology.

Total Metals Quantitation by ICP-QQQ-MS

The samples were preserved with 1% nitric acid (HNO3) and 1% hydrochloric acid (HCl). All samples were digested in their original containers and placed in an oven and heated overnight. Trace metals were analyzed using inductively coupled plasma triple quadrupole mass spectrometry (ICP-QQQ-MS). The ICP-QQQ-MS uses advanced interference removal techniques to ensure accuracy of the sample results.

In instances where the native sample result and/or the associated duplicate (DUP) result were below the MDL the RPD was not calculated (N/C).

In instances where a matrix spike/matrix spike duplicate (MS/MSD) set was spiked at a level less than the native sample, the recoveries are not considered valid indicators of data quality. However, these results are reported as a demonstration of precision. When the spiking levels were ≤ 25% of the native sample concentrations, the recoveries were not reported (NR). No sample results were qualified on the basis of the MS or MSD recoveries.

The results were not method blank corrected as described in the calculations section of the relevant BAL SOP(s) and were evaluated using reporting limits adjusted to account for sample aliquot size. Please refer to the Sample Results page for sample-specific MDLs, MRLs, and other details.

All data was reported without qualification, aside from concentration qualifiers, and all associated quality control sample results met the acceptance criteria.


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9			Data Verification


9.1			Data Verification Procedures

There are no limitations on the review, analysis, and verification of the data supporting mineral resource and reserve estimates within this TRS.


9.2			Data Verification Procedures GSL

The qualified person has reviewed historical databases and documentation produced by the UGS on the sampling process and procedures within the GSL. Validation steps for the GSL database included comparison of sample pairs between sampling points on the same date (discussed in Section 7), to ensure major fluctuations were not noted within the UGS database, which reported strong correlations between all paired data.

Validation of the resource estimate begins with the long history of sample data (approximately 50 years) and the consistency of data over that period. There is some volatility in the data, especially in the early years, but peak volatility is still typically in the +/-10% range at any point in time.

Further, when comparing results and trends from individual sample sites in both the north and south arms, both the results and trends are very consistent between the sites at any point in time. To quantify the differential between the sites, trend lines can be viewed which, as previously discussed, are generally very similar when comparing like date ranges. Another test on the consistency of data between sample stations is to evaluate the samples on dates that stations were sampled on the same date and results can be directly compared.

There are 55 dates over the entire period of sampling where the three south arm stations were sampled on the same date. When comparing this data, on average, results from AS2 and AC3 varied by 2.4% for potassium (2.3% for sodium and 1.3% for magnesium). The differential between the two sample stations was greater in the early data and the more recent data (post-1973) shows peak difference between the two of around 15% for any of the constituents with most data points showing less than 5% differential.

AS2 versus FB2 showed similar results to AC3 / AS2. The average differential between these two sites is 2.5%, 3.6% and 4.4% for potassium, magnesium and sodium, respectively. Note that given the similarities already established between AS2/AC3, FB2 was not evaluated against AC3 as it is expected to would show similar results.

North arm sampling results show even better consistency. There are 77 sample dates on which both LVG4 and RD2 were sampled at the same time. Over this time period, the average differential between these two sample stations was 1.4% for potassium and 1.3% and 1.6% for magnesium and sodium, respectively. Sample dates between 1986 and 1989 (flood years) had poor consistency with double digit differential in these two sites, however, post-1989, the average differential between the two sites is 0% for all three ions and only a small number exceed even 3% differential on any single date during this time period.


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Based on these comparisons, the QP believes that the data consistency and comparability between sample stations is reliable.

The QP also checked the resource model against mass flow data from the Ogden Plant. Summary data for the volume and potassium, magnesium and sodium concentrations of water pumped from the lake into the West Ponds was provided to the QP. This data provides an excellent representation of the average potassium, magnesium and sodium concentrations of the lake at the point of inflow to the West Ponds from the north arm of the lake. From conversations with site personnel, the QP understands that the pumping of lake brine into the West Ponds occurs between March and October of every year.

To check the resource model (for the north arm) against the most recent five years of pumping data, the QP took the average of the daily water levels in the north arm between March and October for every year. It then referenced the appropriate volume based on the USGS bathymetry data to get the average volume of brine in the north arm of the lake for each of the annual March to October periods. Then, utilizing the trend line for the LVG4 north arm sampling station (for potassium, magnesium, and sodium), the QP estimated the total potassium, magnesium, and sodium mass loads contained in the north arm of the lake at October 31 for each of the past five years. The QP then calculated an effective potassium, magnesium, and sodium concentrations for the north arm of the lake for each year’s pumping period based on the total mass load of potassium, magnesium and sodium and the estimated brine volume based on water level data. The QP compared the modeled north arm concentration against the West Pond concentration data from the Operation.

The result of this check is that the resource model under-predicted the brine concentration by an average of 5%. The variance in the data is low with the estimates ranging from +4% to -13%, relative to actual concentrations recorded in the pumping data. Although there is a small variance in the resource model relative to the Operation’s pumping data, the QP believes that it is within the margin of error and that the resource model is robust, based on this comparison. This is due to the uncertainty around the source of the bias (e.g. is the resource estimate off or is the pond feed water slightly higher concentration than the north arm in general or other factors discussed above). Notably the variance from the estimated concentration does not show any trend in the bias which suggests the trend line for the data has a reasonable slope.

Compass Minerals conducted an independent sampling program from using four of the same sampling locations. The Compass Minerals sampling procedures follow a similar process to the UGS and are considered comparable. One limitation on providing a direct comparison of results is due to a time component related to fluctuations in the water levels, the average values of the sampling are consistent with the results reported from the UGS. The latest Compass Minerals sampling has been supported by a QA/QC program which reported satisfactory results for both the field duplicates and field blanks.

It is the QP’s opinion that the results from the UGS and Compass Minerals database are valid to be used within the current mineral resource estimate for the GSL.


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9.3			Conducting Verifications

Verification of resource and reserve information has been limited in the past to third-party consulting and internal review by Compass Minerals corporate engineering. This is consistent with past industry practice.


9.4			Opinion of Adequacy

For the purposes of this technical report summary, the current set of analytical procedures in place for production of resource and reserve estimations is considered reasonable for the geologic, mineralogic and environmental setting in which GSL brine resource exists and are in alignment with conventional industry practice for the extraction of minerals from brines on this production level.

It is the opinion of the QP that the geologic, chemical, and hydrogeologic data presented in this TRS are of appropriate quality and meet industry standards for data adequacy for mineral resource estimation.


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10			Mineral Processing and Metallurgical Testing


10.1			Nature and Extent

Ogden’s central laboratory is staffed and equipped with the key instruments needed to provide analytical support to the four operational groups. Samples delivered to the Lab are either liquid (brine), or solids (with moisture content varying from 0% (products samples) to about 50% (in-process plant samples)). Solid samples are further dissolved and resulting solution is filtered prior to analyzing the elements of interest (Potassium (K), Sodium (Na), Magnesium (Mg), Chloride (Cl), and Sulfate (SO4). Product samples are tested for purity and PSD (particle size distribution).


10.2			Degree of Representation

Product shipping samples are collected and delivered to the lab daily. Sampling frequencies for plant control samples can range from hourly to four-hourly. All samples are collected manually. Best sampling practices have been established for each work area to ensure representative samples are collected and analyzed for effective decision making.


10.3			Analytical and Testing Laboratories

Most of the site’s analytical needs are met by the central lab. Special samples are occasionally sent out to external labs for heavy metal analysis and XRD (x-ray diffraction) analysis (to determine mineral phases). The site has plans of acquiring an XRD analyzer in the next 1 to 2 years. In the absence of direct mineral identification, mineral phases are calculated using the results of the 5 ion elemental analysis.


Instrument			Analysis
ICP(Inductively Coupled Plasma)			K, Na, Cl, SO4, Mg
Flame Photometer			K, Na, Li, Ca
Camsizer			PSD
XRF((X-ray fluorescence)			K, Na, Cl, SO4, Mg

Table 10-1: Summary of Analytical Instruments Utilized

The following external laboratories are set up us partners for special analysis as needed: Analytical Laboratories Inc., FL Smidth, USU (Utah State University), Huffman Hazen Laboratories, and Midwest Laboratories. Analytical Laboratories and Midwest Laboratories are ISO 17025-certified third-party labs. Huffman Hazen Laboratories is certified by the USGS for the analysis of low levels of metals in surface and ground water, and is listed among laboratories providing sample certification data on Certificates of Analyses for Standard Reference Materials for NIST and other SRM providers.


10.4			Recovery Assumptions


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The key elements of interest are K, Na, Mg, SO4, Cl. Na and Mg are major contaminants for the SOP process. Higher Na and Mg levels affects SOP plant recovery and product quality. SOP plant recovery calculation is based on the ratio of potassium content in the plant feed to the potassium content in the finished product. Water insoluble content in the harvested salts and products are monitored closely to ensure the highest product purity.

Product quality continues to be an integral part of Ogden SOP operations. Critical controls established for each unit operation, from the solar evaporation ponds through the processing plant to the Loadout facility, ensure the highest quality products are delivered to Compass Minerals’ customers. Overall SOP quality complaints were down by 54% for the period spanning January 1, 2021 through August 31, 2021 compared to the similar period in the prior year. Dust specific complaints however, were down by 45% compared to the same period in the prior year. The reduction in dust complaints was partly due to improved product abrasion resistance and reduced throughput through the compaction plant. A summary of 2021 SOP quality statistics for Standard and Compacted products is provided in Tables 10-2 and 10-3.


Standard Products
Parameter	2021 Average	Specification
Potassium Oxide(K2O)	51.90%	≥50%
Chloride(Cl)	0.20%	≤0.8%
Sulphur(S)	17.4%	≥17%
Magnesium	33.0%	≥30%
Sodium	99%	≥95%
Water Insolubles	1.50 %	<4%

Table 10-2: Quality Performance: Standard SOP Products


Compacted Products
Parameter	2021 Average	Specification
Potassium Oxide(K2O)	50.90%	≥50%
Chloride(Cl)	0.30%	≤0.8%
Sulphur(S)	17.1%	≥17%
Abrasion Resistance(Ag Granular)	3.5%	≤6%
Abrasion Resistance(Mid Granular)	3.6%	≤6%

Table 10-3: Quality Performance: Compacted SOP Products


10.5			Adequacy of Data

Laboratory data collected at the GSL facility is adequate for the continued production of salt and in alignment with typical conventional industry practice for the industry. The fines are considered waste and represent approximately 9.8% of the mined volume with respect to potassium, and 10% for magnesium and sodium, but are returned back to the process via plant end liquor that flows back to the ponds for recirculation back into pond-process flows. This is based upon empirical experience.


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11			Mineral Resource Estimates


11.1			Introduction

The mineral resource estimation process was a collaborative effort between the QP and Compass Minerals staff. The QP sourced a suite of historical documents from public record, including brine chemistry and lake hydrological reports from the 1960s through current. In addition, Compass Minerals provided the QP with recent mineral reserve reports (2003, 2007, 2011 and 2016). Compass Minerals also provided historical pumping and chemistry data for the East and West Ponds. The effective date of the Mineral Resource Statement is September 30, 2021.

This section describes the resource estimation methodology and summarizes the key assumptions considered by the QP. In the opinion of the QP, the resource evaluation reported herein is a reasonable representation of potassium, and sodium and magnesium co-products, mass load in the brine in the north and south arm of the GSL. Once the mass load is estimated, the result is used to determine the mass of SOP.

The QP has considered economic factors likely to influence the prospect of economic extraction, including site assets and infrastructure including solar evaporation ponds, water (brine) rights, processing facilities, permitting and entitlements, and the natural, dynamic characteristics of the GSL system in terms of lake elevation and its effects on suspended mass load in its brine.

The potassium and SOP, as well as magnesium chloride and sodium chloride (‘related co-products’), resources in the GSL are unique compared to other solid ore bodies in that the potassium, and related co-products, mass load is suspended in solution in an open-water body. The combination of Compass Minerals’ water rights, lakebed leases, and permitting and entitlements on the GSL give it access to the ambient brine of the GSL, and therefore the potassium, and related co-products, mass therein. Compass Minerals’ position on the north arm of the GSL places its pumping facilities at the lowest hydraulic point in the GSL as freshwater flows into the GSL from the south arm from the uplands, and brine naturally flows to the north arm, where there is no natural outlet, except for seasonal evaporation. Thus, all the brine in the GSL eventually flows to the north arm, unimpeded, where the potassium and other ions are held suspended in solution. While the scale of the evaporation ponds and pumping capacity, the pond concentration process, limits the volume of brine that can be pumped annually as dictated by water rights and throughput of the plant places limits on annual evaporation and production capacity, there is no limitation or bounds placed on Compass Minerals’ right to the potassium and related co-product mineral resources in the GSL when the QP considers the mineral resource from a life of mine standpoint, and the fact that Compass Minerals is the only extractor selectively extracting potassium from the GSL. Unlike other solid resources, there are no physical boundaries or impediments to the entire potassium mass load of the GSL, only limitations on annual throughput governed by scope of annual consumption of brine, and pond and plant throughput capacities.

Considering that Compass Minerals has been extracting brine from the GSL for over 50 years and has experience interrogating the resource, the QP estimates the entire potassium and other co-product ion mass load of the GSL as a mineral resource, from which the volume of SOP can then be estimated. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve upon application of modifying factors.


11.1.1			Database

Brine chemistry data for the resource estimate was sourced from the Utah Geological Survey. It was downloaded from the website http://geology.utah.gov/resources/data-databases/#tab-id-3. The


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database was updated most recently in September 2020. The database contains sample data from 59 locations. Of these 59 sample locations, there are five with recent sample data that include chemical analysis for sodium, magnesium and potassium, the critical ions of interest. These five locations are AS2, AC3 and FB2 in the south arm of the lake and LVG4 and FD2 in the north arm (Figure 7-5).

Brine chemistry data includes water elevation readings for the date of sampling. The QP cross-checked these numbers against USGS published water elevations on the same dates and found they were the same. It therefore used the water elevations included with the brine chemistry data base as daily water elevations are not available for the full range of dates from the USGS. The brine chemistry and water level data from the UGS was combined with bathymetry data generated by the USGS in 2000 (Loving, 2000). This data is provided by USGS in 0.5-foot increments in table format (combined arms displayed in Figure 7-4). A tabular version of the data for the individual arms was utilized for lake volume estimates at each sample date. Note that updated bathymetric data is available (USGS 2005 and USGS 2006). The 2005 representation for south arm is shown on Figure 7-2 and 2006 representation for the north arm is shown on Figure 7-3. However, this updated data is not available for lake elevations above 4,200 feet (the lake level was below this elevation at the time of the updated surveys). Given the importance of having a full data set, the QP utilized the older 2000 data. The QP compared the 2000 and 2005/2006 data and believes that the difference is not material enough to consider the 2000 data unreliable.


11.1.2			Key Assumptions and Parameters


11.1.3			Methodology

From review of literature related to the Great Salt Lake, most references to the salt (and ionic load in the Great Salt Lake) are based on data collected for the 1976 water year. This was due to lake levels reaching a high enough point in 1976 that precipitated halite was assumed to have been fully redissolved at this time. The excerpt below provides an example of the UGS’ evaluation of the lake mineral content (UGS, 1980):

“Prior to the completion of the SPRR causeway, in 1959, the lake reached saturation with respect to sodium chloride when its elevation fell to, or below, 4196 feet (Whelan. 1973). Near this elevation, the weight percent dissolved solids in the lake remained fairly constant. Near 28%. Data from 1966 to 1970 show a decrease in the dissolved solids load present in the Great Salt Lake as a result of the precipitation of halite. Even though the annual high lake levels were above 4196 feet for several of these years, the rate of dissolution of the halite was not sufficient to redissolve the halite precipitated during those annual low lake levels. Lake volume is directly related to lake elevation and is the single greatest influence on the brine concentrations of the lake. Brine concentrations can be directly related to volume changes until that point where the brine becomes saturated with sodium chloride. Beyond that point, concentration is not always directly related to volume changes, because of the physical limitations of halite dissolution rates as compared to halite precipitation rates from the brine.


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From 1971 to 1976 the total tons of dissolved solids increased. Salt that had been precipitated on the lake bottom in prior years slowly redissolved as the lake level rose above 4196 feet. The rate of rise in lake elevation and the degree of mixing determined the short term or yearly concentrations of the lake brines. It is believed that all of the sodium chloride capable of being dissolved from the bottom of the north arm was in solution during June 1976, a recent high lake level. The salt from the bottom of the south arm was dissolved sometime prior to this date because of the lower brine concentration in that arm. Table 8 shows the tons of dissolved ions in the Great Salt Lake and their distribution during June 1976 when the total dissolved load was 4.66 billion tons. From 1977 to 1979 the lake level lowered and the total dissolved load decreased (see table 7), as the result of sodium chloride being precipitated in the north arm of the lake.”

There has been significant changes to the lake system, directly impacting mass load of dissolved ions, since 1976 and the reliability of an estimate based on data from a single point in time is questionable. There has also been an uncertain amount of recharge due to lake inflows. Finally, a significant amount of brine was pumped from the Great Salt Lake to the West Desert in 1987 to 1989 to attempt to control flooding.

The West Desert pumping project was implemented to slow the rise of lake levels between 1987 and 1989. During this timeframe, reduced evaporation and increased inflow caused the lake to rise to historically high levels and caused significant flood damage to structures and infrastructure, including US Magnesium and the Ogden Plant’s evaporation ponds. This pumping project had a material negative


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impact on ion content of the Great Salt Lake with most of the salt content of the lake water pumped to the West Desert lost from the system. The USGS completed a study in 1992 evaluating the amount of ion load lost due to the first year of pumping from this project (USGS, 1992). This study estimated that in this first year of pumping, approximately 7.2% of the contained ion load was pumped out of the lake with approximately 10% of that amount eventually making its way back to the lake. However, there is significant uncertainty as to the amount of loss for the remainder of the project and it is not clear how reliable this USGS estimate is.

Therefore, given that there is a long history of water level and brine chemistry data for the Great Salt Lake, the QP elected to utilize this time series of data to estimate the total dissolved ion load (for sodium, magnesium and potassium) in the lake for each point of sampling data. This is possible as there are water level readings associated with every sample collected and there is a water level / lake brine level relationship table that has been published by USGS (see Figure 6-5, this data is available independently for both the north and south arms of the lake which further improves the data resolution). The total dissolved ion load can therefore be estimated by multiplying the average measured concentrations (across the full depth of the lake) by the lake brine volume on that date, based on the recorded water level.

For the five sample locations, based on the data discussed in Section 7.1, the QP estimated the mass load of potassium, magnesium and sodium produced by the Operation for each sample date. The QP then graphed this data for potassium (as the primary product) in a time series to evaluate trends in the data and assess volatility in the data. Examples of the full-time series of data are presented in Figure 11-1 and Figure 11-2 for potassium.

Figure 11-1: North Arm Potassium Ion Lake Mass – LVG4


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Figure 11-2: South Arm Potassium Ion Lake Mass – FB-2

As can be seen in the figures, over time, the data exhibits different behavior with two distinct populations, effectively representing lake conditions before and after the West Desert pumping project.

1966 to 1987

The 1966 to 1987 data is all recorded prior to the West Desert pumping activities.

First, both the north and south arms of the lake show a trend with significantly higher mass loads versus the more recent data. This reduced mass load in the recent data, relative to the initial period, is reflective of the West Desert pumping project and the brine / mass load that was removed from the lake system during this time frame. From a semi-quantitative review of the chart data, it appears that from a total combined load of around 100 million tons of potassium in the early data, 30 million tons or 30% of the potassium load was lost during the West Desert Pumping project. This is approximately double the load estimated to be lost by the USGS (USGS, 1992).

A second trend that appears likely in this early data is that the south arm mass load is falling and the north arm is rising. This is likely due to the construction of the railroad causeway (1959) and a transfer of ionic load due to the inflow of fresh water only into the south arm (as discussed in more detail in Section 4.2.1).

Finally, there is significantly more volatility in this early data relative to the more recent data. The reason for this volatility is not apparent, but could be a reflection of less precision in early sampling methods for brine chemistry and lake levels.

Although the first population of data is interesting from a trend perspective and for highlighting the impact of the West Desert pumping project, this data is of less use for the current resource estimate and is therefore not used in the estimate due to the drastic change driven by the pumping project rendering this data meaningless for evaluating current trends.

1989 - Current

The second population is post the West Desert pumping project. This data set starts in 1989 with the most recent samples collected in 2021.


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This data set shows less volatility than the early data. However, the trend for mass load in both the north and south arms is negative during this period, although the south arm trend is much more pronounced than the north arm. This is at least partially reflective of the production of salts from the Great Salt Lake by the Operation as well as US Magnesium, Cargill and Morton Salt operations.

For the resource estimate, on the effective date, the QP took this post-1989 data and applied a linear trend line to each data set (five sample locations and potassium and magnesium ion concentrations for 5 trend lines). The intent of the trend line is to smooth the volatility (while not as severe as in the early data, it is still present) and allow for a resource estimate on a date where sampling did not occur. Sodium trends closely match both potassium and magnesium. Further, sample dates are generally not consistent between sample sites so a trend line is also required to allow for averaging of sample data between stations. Figures 11-3 and 11-4 display these trend lines. The trend lines between sample stations follow very similar paths in both the north and south arm.

Figure 11-3: North Arm Potassium Mass Load


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Figure 11-4: North Arm Magnesium Mass Load

Figure 11-5: South Arm Potassium Mass Load


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Figure 11-6: South Arm Magnesium Mass Load

Notably, data availability for AC3 in the south arm and RD2 in the north arm are not available over this full time period. Therefore, the trends for these station points do not follow the trends for the remaining station very closely. However, the AC3 data closely mirrors the AS2/FB2 data and RD2 closely mirrors LVG4. Therefore, instead of skewing the results with a trend over a different time period, the QP did not include the AC3 or RD2 trend lines in its resource model (trend line formulas are not displayed for AC3 or RD2 as they were not utilized).

To achieve the final resource estimate for the south arm, the QP utilized a simple average of the AS2 and FB2 sample stations by applying a December 31, 2016 date to the trend line formula for each of the sample stations. The QP then estimated a north arm resource estimate utilizing the LVG4 trend line formula and a date of December 31, 2021. The QP added the north arm estimate to the south arm estimate to calculate the resource for the total lake system.


11.2			Mineral Resource Statement

The mineral resources may be affected by further sampling work such as water sampling or sonar testing (for bathymetry). This further test data may result in increases or decreases in subsequent mineral resource estimates. The mineral resources may be affected by subsequent assessments of mining, environmental, processing, permitting, taxation, socio-economic, and other factors. The Mineral Resource Statement for Potassium at the GSL Facility presented in Table 11-1 was prepared by Joseph Havasi. Mineral Resources have been reported in situ and are presented as both inclusive and exclusive of Mineral Reserves.


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	As of September 30, 2021				As of December 31, 2021
Resource Area	Average Potassium Grade (mg/L)(7)	Potassium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Resource (tons)(1)(2)(3)(4)(5)	Average Potassium Grade (mg/L)(7)	Potassium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Resource (tons)(1)(2)(3)(4)(5)

Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	7,320	14,480,978	4,000	32,231,855	7,320	14,521,604	4,000	32,322,279
Great Salt Lake South Arm	3,060	26,057,971	1,660	58,000,000	3,060	26,057,971	1,660	58,000,000
Total Indicated Resources		40,538,949		90,231,855		40,579,575		90,322,279
Measured + Indicated Resources
Great Salt Lake North Arm	7,320	14,480,978	4,000	32,231,855	7,320	14,521,604	4,000	32,322,279
Great Salt Lake South Arm	3,060	26,057,971	1,660	58,000,000	3,060	26,057,971	1,660	58,000,000
Total Measured + Indicated Resources		40,538,949		90,231,855		40,579,575		90,322,279
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

Table 11-1: Summary of Potassium and SOP Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.

(4) Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(6) Based on the economic analysis described in Section 19 of this TRS, the QP estimated a cut-off grade of approximately 4,000 milligrams of potassium per liter of brine extracted from the north arm of the Great Salt Lake, and a cut-off grade of 1,660 milligrams of potassium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of potassium and SOP.

(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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	As of September 30, 2021				As of December 31, 2020
Resource Area	Average Magnesium Grade (mg/L)(7)	Magnesium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Resource (tons)(1)(2)(3)(4)(5)	Average Magnesium Grade (mg/L)(7)	Magnesium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Resource (tons)(1)(2)(3)(4)(5)

Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	11,120	52,000,000	8,638	204,000,000	11,120	52,163,000	8,638	204,640,000
Great Salt Lake South Arm	4,785	40,000,000	3,039	157,000,000	4,785	40,000,000	3,039	157,000,000
Total Indicated Resources		92,000,000		360,000,000		92,163,000		360,640,000
Measured + Indicated Resources
Great Salt Lake North Arm	11,120	52,000,000	8,638	204,000,000	11,120	52,163,000	8,638	204,640,000
Great Salt Lake South Arm	4,785	40,000,000	3,039	157,000,000	4,785	40,000,000	3,039	157,000,000
Total Measured + Indicated Resources		92,000,000		360,000,000		92,163,000		360,640,000
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

Table 11-2: Summary of Magnesium and MgCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of magnesium to MgCl uses a factor of 3.913 tons of MgCl per ton of magnesium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for MgCl of $52.08 per ton. Gross sales prices are projected to increase to approximately and $816.73 per ton for MgCl through year 2161 (the current expected end of mine life).

(7) Reported magnesium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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	As of September 30, 2021				As of December 31, 2020
Resource Area	Average Sodium Grade (mg/L)(7)	Sodium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Resource (tons)(1)(2)(3)(4)(5)	Average Sodium Grade (mg/L)(7)	Sodium Resource (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Resource (tons)(1)(2)(3)(4)(5)

Measured Resources
Total Measured Resources	—	—	—	—	—	—	—	—
Indicated Resources
Great Salt Lake North Arm	97,530	437,000,000	75,757	1,111,000,000	97,530	437,420,000	75,757	1,112,067,000
Great Salt Lake South Arm	46,298	406,000,000	40,365	1,032,000,000	46,298	406,000,000	40,365	1,032,000,000
Total Indicated Resources		843,000,000		2,143,000,000		843,420,000		2,144,067,000
Measured + Indicated Resources
Great Salt Lake North Arm	97,530	437,000,000	75,757	1,111,000,000	97,530	437,420,000	75,757	1,112,067,000
Great Salt Lake South Arm	46,298	406,000,000	40,365	1,032,000,000	46,298	406,000,000	40,365	1,032,000,000
Total Measured + Indicated Resources		843,000,000		2,143,000,000		843,420,000		2,144,067,000
Inferred Resources
Total Inferred Resources	—	—	—	—	—	—	—	—

Table 11-3: Summary of Sodium and NaCl Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(2) Mineral resources are reported in situ for the both the north arm and the south arm of the Great Salt Lake.

(3) Conversion of sodium to NaCl uses a factor of 2.542 tons of NaCl per ton of sodium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.


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(7) Reported sodium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


11.3			Estimates of Cut-off Grades

The cut-off grade for the potassium resource in the Great Salt Lake is determined based on the mass load of potassium ion in the Great Salt Lake. Although the mineral resources are presented for north and south arms of the Great Salt Lake, the arms are connected, and Compass Minerals’ intake is positioned in the north arm, which is the lowest point and ultimate terminus for brine in the GSL terminal-lake system. As brine flows into the north arm, there is no additional fresh-water dilution that can occur as there are no freshwater drainages into the north arm and the concentration of ions increase with evaporative water loss. As Compass Minerals’ evaporation ponds are of fixed area, and pumping capacity is scaled to fill the acreage, and ultimate processing plant capacity is designed to process the precipitated potash from the pond concentration process, there is a nominal mass load of potassium entering the evaporation pond system that is required to maintain an economic level of extraction form the GSL resource. The mass potassium load in solution in the GSL is best measured through ion concentration in the north arm brine pool. As mineral extraction continues through the life of mine, mass load will reduce over time, thereby reducing the concentration of potassium ion in solution. The QP estimates that as mass load depletes and the resulting concentration of potassium in solution is 0.4% in ambient north arm brine or lower, the grade of potassium ion in solution will be insufficient to continue production and the remaining potassium in solution will have no economic value, and the prospect for economic extraction of potassium will cease. The corresponding grade for the south arm, which supplies the north arm with all the brine contained therein is 0.1660%.

The Ogden Site was designed and constructed for the purpose of extracting and producing potash for commercial sale. Over time, markets were identified for the commercial sale of magnesium and sodium-based co-products. The presence of co-product ions in the GSL brine is impacted by the same influences described above for potassium and potash, and the mass load of these ions in the ambient waters of the GSL will reduce over time with continued selective extraction on the GSL. While economic extraction of magnesium and sodium products is possible on the GSL, individually or in tandem, the scale of Compass Minerals’ facilities as well as all pond processes are designed for the economic extraction of potassium and potash. To that end, extraction and production of magnesium and sodium products is not economically viable without the concurrent production of potassium and potash at the Company’s current facility. The QP modelled the depletion of magnesium and sodium ions in GSL brine concurrent with depletion of potassium ion. At the end of life of mine for potash in 2161, magnesium concentration at Compass Minerals north arm intake is 8,638 mg/L and sodium concentration is 75,757 mg/L, both higher than current south arm concentrations of the respective ions as shown in Tables 11-2 and 11-3. Considering there are active operations on the south arm extracting magnesium at US Magnesium, and sodium chloride at Morton, the QP reasonably assumes that concentrations of magnesium and sodium at the end of the potash operation in 2161 are sufficient to support economic extraction of magnesium chloride and sodium chloride as co-products of SOP. The concentrations of both magnesium and sodium at the end of the life of the potash operation are the cutoff grade for each, as neither would be economically viable autonomously after the potash operation ceases.

Based on the average of general selling price for SOP, the QP selected $573/ton for SOP as the commodity price, with the commodity price for Salt at $62.41/ton and for magnesium chloride at


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$52.08/ton. The general selling price below which the SOP operation is unable to fund its fixed costs at current production is $452/ton for SOP, $16.84/ton for salt and $9.53/ton for magnesium chloride.

For conversion of mineral resources to mineral reserves, the QP developed a depletion model for mass load (and resulting north arm brine concentrations) for potassium. This model takes the current resource estimate (effective 09/30/2021) and on an annual basis, removes mass load of potassium to account for annual production from the Operation. While US Magnesium and Morton Salt consume GSL brine, and in doing so extract potassium from the south arm lake brine, potassium salts are not sold at either operation. As US Magnesium concentrates for magnesium chloride brine, potassium salts deposit in the evaporation ponds, and the Morton Salt process deposits the target salt deposit prior to deposition of potassium. In the case of US Magnesium, potassium would eventually return back to the GSL either through pond management method to reclaim free-board airspace in evaporation ponds, or naturally through dissolution of deposited salts via direct precipitation and infiltration back to the GSL either through porous dikes and/or infiltration to groundwater. Thus, in US Magnesium’s case, potassium salts remain in in US Magnesium’s ponds that are located on the GSL lakebed and are eventually returned to the GSL, and are therefore not accounted as net depletions. While Morton Salt’s pond process allows for the return of potassium enriched brine to the GSL before potassium deposits, Morton Salt’s ponds are located outside the bed of the GSL and are therefore considered to be a depletion from the GSL potassium (and SOP) resource notwithstanding the fact that potassium bearing brine is likely returned to the lake.

While the model does not include a factor for replenishment of ions through inflow of fresh surface water and groundwater, Wally Gwynn, formerly the Utah State Geologist for UGS, calculated approximately 27,000 tons of potassium inflows the GSL annually (Gwynn Mining vs Inflow of salts to the GSL email, 2005). As shown in the figures in 11-3 and 11-4, there has been a net depletion trend in the measured mass load for the entire lake system for potassium.

To estimate this net depletion, the QP utilized the resource model to estimate the mass load in 2006 and 2015 and then divided the total depletion over that time by 10 (i.e., the number of years) to get an annual depletion estimate. No samples were collected for over two years from 2015 through 2017 because the north arm was inaccessible due to the temporary closure of the Union Pacific Causeway openings.

Since 2017, the elevation of GSL has declined considerably, breaking the record low elevation for the GSL in August 2021. Because of these conditions, the QP believes, based on salt crust sampling campaigns conducted in the late 1960s and 1970 that documented the presence of sylvite (KCl) when the lake was in a similar elevational regime as current, that sylvite precipitation is likely to be occurring in the time since 2017 as well. Potassium falling out of solution and precipitating onto the lake bed as a salt crust would act to reduce the salt load mass in the north arm pool and transitions the salt mass to a solid, temporarily until precipitation washes and dissolves this sylvite back into solution or when the lake level rises. This temporal condition would act to reduce the calculated salt load, although a depletion from the GSL system has not occurred. Applying data collected in 1970 to current conditions, approximately 3 million tons of potassium could precipitate onto the lakebed floor. Thus, the period between 2006 and 2015 provides a better indication of depletion of potassium from the north arm potassium mass load as precipitation of potassium would not have likely been occurring based on GSL elevations. Based on this methodology, the QP estimates of the annual depletion of potassium, excluding what may fall out of solution temporarily during low lake stages, is 200,000 tons of potassium per annum.

Based on the same holistic depletion factors described above for potassium, the QP estimated 239,732 tons of magnesium are depleted per annum for magnesium, and 771,586 tons of sodium are depleted per annum for sodium.


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11.4			Resource Classification

Mineral resource classification is typically a subjective concept, and industry best practices suggest that resource classification should consider the confidence in the geological continuity of the modelled mineralization, the quality and quantity of exploration data supporting the estimates, and the geostatistical confidence in the estimates. Appropriate classification criteria should aim at integrating these concepts to delineate regular areas at a similar resource classification.

The QP is satisfied that the hydrological/chemical model for the Great Salt Lake honors the current hydrological and chemical information and knowledge. The mineral resource model is informed from brine sampling data spanning approximately 25 years and recent bathymetry data. Continuity of the resource is not a concern as the lake is a visible, continuous body.

The primary criteria considered for classification consists of confidence in chemical results, accuracy of bathymetric data and representativeness of a small number of spot samples for the entire lake volume. The QP considers that the confidence in continuity and volume of the lake is very good based on the visible nature and relative ease of measuring volumes. However, the QP believes that three sample locations in the south arm and two sample locations in the north arm are a relatively small number of data points, even with largely consistent chemical concentrations in the north and south arm from mixing (UGS 2016). As can be seen in the volatility of the data and the discrepancy between the concentration in FB2 versus AS2 and AC3 in the south arm of the lake, while the results are typically similar at any point in time, it is clear that the lake arms are not completely homogenous. Therefore, the entire resource has been classified as indicated.


11.5			Uncertainty of Estimates

Volumes, grade and tonnages estimated for the Ogden facility were classified in conformity with generally accepted industry practice and experience and in alignment with established guidelines. While mineral resources are not mineral reserves and have not demonstrated economic viability, the estimates made here do represent the mineral potential of the property to the extent of the best available data and knowledge. The longevity, history and established nature of the Great Salt Lake resource and Compass Minerals’ experience interrogating the resource under high and low lake elevations and potassium mass loads available in solution at pump intake lends confidence to the estimates presented herein. Notwithstanding, as discussed in Section 11.4, the resource estimate is based on a relatively small number of samples, and the timing of the collection of samples (wet season versus evaporation season) can lend to some uncertainty in the estimate leading the QP to classify the resource as indicated as the conditions characterized by each sampling event is a snapshot of a dynamic system. However, the body of potassium and other ion data spanning decades to the late 1960’s locations, in concert with the ability to measure volume of the water body at the time of data collection provides the ability to normalize for seasonal differences in measured mass load over the period and determine with reasonable certainty the potassium mass load in the ambient brine of the GSL.

Extensive use of analytical methods to establish estimates of confidence limits for the resource such as geostatistics or numerical methods are not supported by operational experience, existing variance in the nature of the resource, return on economics nor supported by established industry practice for the recovery of the potassium.


11.6			Multiple Commodity Grade Disclosure

The Ogden facility also produces rock salt, primarily for highway use, salt for commercial and industrial (C&I) use, and magnesium chloride for road management and enhanced deicing markets. These are co-


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products, and financial metrics were evaluated in the economic and financial analyses presented in Sections 18 and 19 of this TRS.


11.7			Relevant Technical and Economic Factors

The QP believes that there is a robust and long-term resource base to support the Great Salt Lake operation. There is room for further improvement in the resource model from increasing the areal extent of samples on the Great Salt Lake to further improving the resolution of bathymetric data and accurately measuring the mass of precipitated halite on the lake bed.

While improvement in this data is likely to further refine the estimated resource base for the Ogden Plant, the level of impact to the operation and its strategic planning purposes is limited. Therefore, the QP recommends continuing to update the resource model as new brine concentration and lake level data becomes available, but otherwise, it believes the model is a reliable basis for reserve estimation.


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12			Mineral Reserve Estimates


12.1			Introduction

This section describes the reserve estimation methodology and summarizes the key assumptions and controlling parameters utilized by the QP in developing the mineral reserve estimates for potassium and SOP for the Ogden facility.

Resources are converted to reserves based on the following parameters:

•Measured or indicated resource only. Inferred resources are not eligible for conversion to reserves;

•While the all resources estimated in Section 11 were determined to be indicated, the controlling factor is the throughput through Compass Minerals’ existing facility. Key aspects controlling throughput include:

•Water right volume

•Potassium concentration in GSL brine

•Current pond acreage

•Processing Plant capacity

The current available throughput potential of the facility’s pond evaporation and plant process is 325,000 tons. The current extent of evaporation ponds and plant throughput have achieved production of 325,000 tons of SOP, which relates to a depletion of 148,533 tons of potassium from the GSL resource annually. Increase in production of SOP would require additional evaporation pond footprint. Increases in potassium concentration in GSL brine during low lake level stages have no bearing on ultimate throughput as the pond process design is a limiting factor, and enhanced concentration only accelerates the evaporative process, but does not expand it.

The QP applied the same depletion principles and included 10% process losses for production of magnesium and sodium based products to determine a mineral reserve. At the end of the life of mine for potash operations, which is concurrent with end of life of mine for magnesium chloride and sodium chloride production, 33,562,542 tons of magnesium and 108,022,053 tons of sodium will have been extracted from the GSL, of which 24,373,669 tons of magnesium and 63,305,412 tons of sodium will have been extracted from the GSL by Compass Minerals. The Mineral Reserve figure for the Ogden facility is therefore 24,373,669 tons of magnesium and 63,305,412 tons of sodium.


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12.2			Mineral Reserve Statement


	As of September 30, 2021				As of December 31, 2020
Reserve Area	Average Grade (mg/L)(7)	Potassium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Reserve (tons)(1)(2)(3)(4)(5)	Average Grade (mg/L)(7)	Potassium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	SOP Reserve (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Resources	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592
Great Salt Lake South Arm	—	—	—	—	—	—	—	—
Total Probable Reserves	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592
Total Reserves
Great Salt Lake North Arm	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592
Great Salt Lake South Arm	—	—	—	—	—	—	—	—
Total Reserves	7,320	20,562,500	4,000	45,768,145	7,320	20,671,875	4,000	46,011,592

Table 12-1: Ogden Facility -- Summary of Potassium and SOP Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(1) Mineral reserves are as recovered, saleable product.

(2) Production rates for SOP are 325,000 tons per year. This relates to a depletion of 145,833 tons of potassium per year. Based on the QP’s reserve model, the life of mine is estimated to be 139 years.

(3) Conversion of potassium to SOP uses a factor of 2.2258 tons of SOP per ton of potassium.

(4) Included process recovery is approximately 7.8% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for SOP of $573 per ton. Gross sales prices are projected to increase to approximately $8,529 per ton for SOP through year 2161 (the current expected end of mine life).

(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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	As of September 30, 2021				As of December 31, 2020
Reserve Area	Average Grade (mg/L)(7)	Magnesium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Reserve (tons)(1)(2)(3)(4)(5)	Average Grade (mg/L)(7)	Magnesium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	MgCl Reserve (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Resources	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	11,120	24,373,669	8,638	95,480,000	11,120	24,536,500	8,638	96,118,000
Great Salt Lake South Arm	4,785	—	3,039	—	4,785	—	3,039	—
Total Probable Reserves		20,562,500		95,480,000		24,536,500		96,118,000
Total Reserves
Great Salt Lake North Arm	11,120	24,373,669	8,638	95,480,000	11,120	24,536,500	8,638	96,118,000
Great Salt Lake South Arm	4,785	—	3,039	—	4,785	—	3,039	—
Total Reserves		20,562,500		95,480,000		24,536,500		96,118,000

Table 12-2: Ogden Facility -- Summary of Magnesium and MgCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(1) Mineral reserves are as recovered, saleable product.

(3) Conversion of potassium to SOP uses a factor of 3.91 tons of MgCl per ton of magnesium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for MgCl of $52.08 per ton. Gross sales prices are projected to increase to approximately $816.73 per ton for MgCl through year 2161 (the current expected end of mine life).

(6) Based on the economic analysis described in Section 19 of this TRS, the QP estimated a cut-off grade of approximately 8,638 milligrams of magnesium per liter of brine extracted from the north arm of Great Salt Lake, and a cut-off grade of 3,039 milligrams of magnesium per liter of brine in the south arm of the Great Salt Lake which ultimately flows into the north arm of the Great Salt Lake. The QP assumes that when the north arm of the Great Salt Lake (where the Ogden facility sources its brine) reaches this concentration level, the Ogden facility will halt production of magnesium and MgCl.

(7) Reported potassium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


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	As of September 30, 2021				As of December 31, 2020
Reserve Area	Average Grade (mg/L)(7)	Sodium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Reserve (tons)(1)(2)(3)(4)(5)	Average Grade (mg/L)(7)	Sodium Reserve (tons)(1)(2)(4)(5)	Cut-Off Grade (mg/L)(6)	NaCl Reserve (tons)(1)(2)(3)(4)(5)
Proven Reserves
Total Proven Resources	—	—	—	—	—	—	—	—
Probable Reserves
Great Salt Lake North Arm	97,530	63,305,000	75,757	160,930,000	97,530	63,716,000	75,757	161,975,000
Great Salt Lake South Arm	46,298	—	40,365	—	46,298	—	40,365	—
Total Probable Reserves		63,305,000		160,930,000		63,716,000		161,975,000
Total Reserves
Great Salt Lake North Arm	97,530	63,305,000	75,757	160,930,000	97,530	63,716,000	75,757	161,975,000
Great Salt Lake South Arm	46,298	—	40,365	—	46,298	—	40,365	—
Total Reserves		63,305,000		160,930,000		63,716,000		161,975,000

Table 12-3: Ogden Facility -- Summary of Sodium and NaCl Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.

(1) Mineral reserves are as recovered, saleable product.

(3) Conversion of potassium to SOP uses a factor of 2.542 tons of NaCl per ton of sodium.

(4) Included process recovery is approximately 10.0% based on historical production results. Mining or metallurgical recovery is not applicable for this operation.

(5) Based on pricing data described in Section 18.1 of this TRS. The pricing data is based on a five-year average of historical gross sales data for NaCl of $62.41 per ton. Gross sales prices are projected to increase to approximately $215.66 per ton for NaCl through year 2161 (the current expected end of mine life).

(7) Reported sodiium concentration for the Great Salt Lake assumes an indicative lake level of 4,194.4 feet in the south arm and 4,193.5 feet in the north arm.


12.3			Estimates of Cutoff Grades

Please see the discussion in Section 11.3 of this TRS.


12.4			Reserve Classification

Reserve classification was made based upon the assumptions outlined in the introduction. The following definitions were considered and informed -

Probable Mineral Reserve - The economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.


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Proven Mineral Reserve - The economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

Estimation of mineral reserves is highly sensitive to assumptions around the net depletion rate for potassium from the Great Salt Lake system. However, the QP is comfortable that the reserve estimate is reflective of the actual trends that have been demonstrated over the history of the Operation and that the reserve estimate is reliable, based on current lake levels and brine usage.

Nonetheless, there is still uncertainty around factors that the Ogden Plant cannot reasonably control the usage of brine from the Great Salt Lake. Fluctuation in lake level (either increasing or decreasing) can have a materially negative impact on the Operation. Lake levels are driven by climatic factors as well as alternative usage of fresh water flows that currently drain into the lake. Although Compass Minerals cannot operationally control lake levels, it can prepare the Operation for either higher or lower lake levels which it has executed over its 50 year life and should do so into the future based on the long reserve life of the operation. The QP is satisfied that the hydrological/chemical model for the Great Salt Lake reflects the current hydrological and chemical information and knowledge. The mineral resource model is informed by brine sampling data spanning approximately 55 years and recent bathymetry data. Continuity of the resource is not a concern, as the lake is a visible, continuous body. The Company’s experience in extracting potassium and other salts from the Great Salt Lake for over 50 years under dynamic conditions, such as changing lake elevations and ion concentrations, lends confidence regarding the ability to operate under varying conditions, utilizing ion concentrations as a tool to monitor reserve estimates and make operational decisions.

Management is aware of risks associated with potential gaps in assessing the completeness of mineral extraction licenses, entitlements or rights, or changes in laws or regulations that could directly impact the ability to assess mineral resources and reserves or impact production levels. Because of the nature of this dynamic resource described above and herein, remaining reserves have been attributed to the probable classification. This is heavily based upon the use of historical mining experience, and ongoing mass load measurements.


12.5			Risk Factors

The mineral reserve estimate could be affected by a number of factors that are both in control of Compass Minerals and some outside of Compass Minerals’ control. Throughput of brine and its ultimate conversion to saleable SOP could be degraded over time if investment in maintenance of key processing plant facilities or evaporation ponds is not made. External factors such as flooding and the possibility of the State of Utah implementing flood control by pumping flooding brine to the Bonneville desert as it did in the 1980s could have a material effect on the mineral reserve estimate as well if lake levels were to rise above those experienced in the 1980s.


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13			Mining Methods

The Ogden Site has been operating for over 50 years in a similar context as it is today. When the Ogden Site was commissioned, the high concentration of potassium and other minerals relative to the potential to extract potassium and other minerals using solar evaporation made possible by the site’s location in a high desert with high summer season evaporation made the prospect of solar evaporation to concentrate brines attractive and appropriate. Further, the shallow bathymetry around the perimeter of the GSL renders the construction and operation of solar evaporation ponds feasible.


13.1			Current Pond Processes

Compass Minerals has approximately 361,000 acre-ft of brine rights that it can extract from the north arm of the Great Salt Lake on an annual basis. Based on recent operational data, the Operation has typically extracted, on average, around 125,000 acre-ft of brine per year. Most of this brine is pumped into the West Ponds with the remainder going into the East Ponds. The process utilizes the concentrated brine pumped from the north arm of the Great Salt Lake, concentrates the compounds through a series of solar evaporation ponds over a three-year timespan. The evaporation season is roughly May to September when the sunlight is more intense and day light hours are longer.


13.1.1			West Ponds

The process starts in the west ponds where brine is pumped from the north arm of the GSL through an intake canal that extends approximately six miles in to the lake. The intake canal is approximately 30 feet wide, and 10 feet deep, incised into the GSL lakebed. Pump station 114 contains 11 Caterpillar 3360 vertical pumps rated at 300 horsepower that can pump at 20,000 gallon per minute from March through September annually. Brine is pumped into three evaporation ponds (Ponds 113, 114, and 115) spanning 30,000 acres where solar evaporation initially occurs over a one year residence to concentrate the brine (Figure 13-1). Concentrated brine can either be pumped via three 20,000 gpm pumps at PS-112 into Behrens Trench, or via gravity flow over a weir from Pond 115 to Behrens Trench. Brine transfer to Behrens Trench occurs from mid-June through September annually. The Behrens Trench is a 21 mile underwater canal located on the bed of the north arm of the Great Salt Lake. The concentrated brine pumped from the west ponds has a significantly higher density and due to natural physical properties will flow below the much lower density of the north arm lake brine. The transfer of brine into the Behrens trench begins as soon as the brine saturation in the west ponds reaches the desired level. The duration of flow is approximately seven days for brine to flow from west to east in the Behrens trench. Due to the higher density of the concentrated West Pond outflow, this dense brine stays at the bottom of the trench and limits the mixing with the lake brine (Compass Minerals reports approximately 30% dilution).


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Source: Compass Minerals

Figure 13-1: West Ponds

East Ponds

East Pond feed brine is predominantly from the Behrens Trench, which is partially diluted west pond concentrated brine (Figure 13-2). Pump Station 1 is positioned at the east end of Behrens Trench on Promontory Point. Pump Station 1 consists of three, 20,000 gpm pumps that pump concentrated brine out of the trench, and into piping that connects into an overland canal that wraps around Promontory Point. Brine is pumped into the canal where it flows into the east pond complex (Figure 13-2). Pump Station 1 operates from March through September. PS-1 will draw ambient north arm brine from March through June, and then pump concentrated brine from June through October from the west ponds.


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Figure 13-2: PS-1/ Promontory Point / East Ponds

The residence time of brine entering the nearly 25,000 acre east-pond system is approximately two years. The chemistry of the brine transferred sequentially into each pond is continuously monitored and brine solutions are moved through the ponds accordingly. Salt and the complex potassium minerals naturally crystallize on pond floors leaving a final brine high in magnesium chloride. Figure 13-3 presents an illustration of east pond utilization.

In the east pond complex, sodium chloride salt crystallizes in the pre-concentration sequence, and harvested. The brine is then moved to the next series of ponds to collect potassium based complex minerals. The residual bittern brine, primarily magnesium chloride is transferred to the deep storage ponds. Brine is transferred between ponds via portable electric pumps and gravity flow. Residual concentrated brines are stored in deep ponds after the harvest in order to retain the level of concentration and reduce dilution from the winter rain and snow.


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Source: Compass Minerals

Figure 13-3: East Ponds


13.1.2			SOP, Salt and MgCl Harvest

The complex potassium minerals are harvested from the ponds at the end of the evaporation season and stockpiled to be processed over the next twelve months before the next harvest.

Potassium sulfate does not precipitate from the waters of the Great Salt Lake by simple solar evaporation. As the lake water is evaporated, first common salt, NaCI, is precipitated/crystallized in a pure form. By the time evaporative concentration has proceeded to the point that saturation in another salt is encountered, most of the NaCI has precipitated. It does, however, continue to precipitate and becomes the major contaminant to the potassium-bearing minerals as they are precipitated/crystallized. The primary minerals precipitated that contain atoms of both potassium and magnesium in the same molecule are kainite, a double salt of sulfate and chloride (KCl*MgSO4*3H2O); schoenite, a double salt of sulfate (K2SO4 *MgSO4*6H2O); and carnallite, a double salt of chloride (KCl*MgCl2*6H2O). Purification also involves removal of the considerable quantities of sodium chloride that are precipitated simultaneously after which the salts must be converted via phase chemistry and temperature into potassium sulfate. A harvest yield of 3.5 million tons of potassium-bearing salts will yield approximately 325,000 tons of SOP production a year.

The target potassium-bearing harvest composition is provided below:

•Potassium – 9.51%

•Sodium – 6.16%


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•Magnesium – 7.69%

•Chloride – 22.1%

•SO4 – 25.03%

•H2O – 29.51%

SOP harvest is conducted from September through March annually. Harvest is conducted using mining equipment summarized in Table 13-1. Compass Minerals owns eight, 37 cubic yard pan scrapers that scrape and stockpile target potash harvest. The stockpiled materials on the pond floor are then excavated and loaded onto a fleet of 11 Caterpillar 745 haul trucks by a fleet of six Caterpillar 980 front-end loaders. Materials are then hauled to a surge pile adjacent to the SOP plant facility where they are subjected to plant processing described in Section 14.

Salt harvest is conducted in two seasons: September through November, and March through May. Harvest is conducted by windrowing salt using two CAT 16M graders followed by loading the windrowed salt into a fleet of 5 CAT 745 haul trucks using a CAT 980 loader. The salt is hauled and dumped into a tipple where it is then either processed in a wash unit or treated and sent to a stockpile.

Bitterns brine is pumped from the ponds through pump station #13. This station consists of five pumps, each with a capacity of 350 gal/min. There are two runs of 8” HDPE piping that take brine from pump station #13 to the Mag Plant reservoir #205. This reservoir has a capacity of 2,000 tons of brine.


13.2			Geotechnical and Hydrological Models

In 2017, the Great Salt Lake Advisory Council (GSLAC) commissioned the creation and construction of the Great Salt Lake Integrated Model (GSLIM), to integrate the hydrologic models developed and modified since the 1960s for the Great Salt Lake with hydrologic models associated with the upland water sheds that drain into the GSL. The GSLIM was also updated to include new growth and climate projections and improve the model’s capability to forecast future changes in GSL’s watershed. This model incorporated a range of plausible future conditions for GSL’s watershed, integrated these scenarios into the GSLIM, and developed relative comparisons of how future growth, climate, and water management alternatives might affect GSL.

The GSLIM was completed in August 2017 and in version 1.13. GSLIM integrated several upgrades including improving the model’s capability to simulate climate variability, water conservation in the Municipal and Industrial (M&I) and Agriculture sectors as well as cloud seeding programs.

GSLIM was developed as a series of integrated modules including the Bear, Weber, and Jordan River basins. The Lake module represents the lake itself and characterizes each of the four main bays: Gilbert (south arm), Farmington, Bear River, and Gunnison (north arm) bays. Dividing the model into these modules facilitated integrating existing data and models, as well as completing future updates and use by stakeholders within each river basin.

The GSLIM model is available to the general public upon coordination with the Utah DNR Department of Water Resources for use. Compass Minerals has access to the model as needed.

Compass Minerals ‘in-house’ deterministic model is specific to the GSL, and does not integrate inflows the GSL. Notwithstanding, the excel-based model is sufficient to support operational and strategic planning. The model is based on historic and actively updated ion sampling data collected by the UGS on a semi-annual basis, lake elevations, bathymetry and mass loads so as to provide a predictive estimate of mass load in the raw-feed brine extracted from the north arm annually.


13.3			Production Details


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For potassium, the QP’s production schedule for the operation is controlled by pumping rates and lake brine concentrations. The QP’s reserve model is calibrated to average pumping rates over the past five years, combined with average lake levels over the 10-year period between 2006 and 2015. Near-term production levels for potassium modeled by the QP are in line with forecast production levels from the operation. Long-term concentration of potassium in north arm pool will decline with anthropogenic depletion of potassium by Compass Minerals and Morton Salt. The operation will deplete 145,833 tons of potassium per annum from the GSL to support the production of 325,000 tons of SOP per annum. Therefore, salt load will decrease over time as potassium ion is selectively extracted. The rate of decline of the salt load was applied to north arm concentration as well over time. When the concentration of potassium declines to 0.4% in 140 years, the grade is believed to be insufficient for economic extraction. The remaining potassium load in the GSL at the time potassium concentration in the north arm of the GSL reaches 0.4% is 33,800,000 tons. The corresponding grade for the south arm, which supplies the north arm with all the brine contained therein, is 0.1660%. Thus, potassium will not completely extracted from the system. A production profile for potassium is presented in Figure 13-4. The QP estimates the life of the Ogden Plant to be 140 years based on the reserve model. Magnesium chloride and salt are co-products that will continue to be produced, so long as potash is economically viable.

Figure 13-4: Production Schedule


13.4			Requirements for Stripping, Underground Development and Backfilling

The Ogden facility is a solar evaporation complex with solar evaporation ponds and a manufacturing plant. There are no requirements for stripping underground development or backfilling.


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13.4.1			Backfilling

Waste salt that is produced during the mining process and resulting from the controlled precipitation of excess sodium chloride is either purposely seasonally removed by a process called ‘mineral return’ where Compass Minerals pumps seasonal flows of fresh water from the Bear River by water right over unharvested ponds containing deposited sodium chloride, and dissolves the salt and pumps that eluate back into the GSL under permit with Utah DEQ.


13.5			Mining Equipment, Fleet and Personnel

Currently, Ogden SOP facility operates with an approximate staffing target of 374 individuals; 118 salaried staff and 191 and hourly employees assigned in crews to the various unit operations and scheduled shifts. That number is expected to remain relatively constant.

An additional 55 employees work in Salt operations, and 10 employees in magnesium chloride operations.

Table 13-1 provides a general overview of the equipment fleet and machinery utilized in the unit operations of the mining process. The asset list at Ogden comprises over 200 lines of specific items include administrative items, land and building assets as well as parts inventories, etc. that are not part of the mining process and are not considered.


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DESCRIPTION	Number	DESCRIPTON	Number
Large Trucks		CAT 745 HARVEST HAUL TRUCK	11
2020 AUTOCAR ACTT42 YARD SPOTTER	1	Ardco
FREIGHTLINER 2013 WATER TRUCK	1	ROLLIGON	1
MOBILE FUEL SERVICE TRUCK 1995	1	Harvester
2005 FORD F 750 SERVICE TRUCK	1	WAGNER SL8	1
2005 MOBILE SERVICE TRUCK W / CRANE	1	POTASH HARVESTER	1
1995 MACK TRUCK TRANSPORT	1	37 CYD K-TEC SCRAPER HARVEST	8
2005 FREIGHTLINER HC 80 SWEEPE	1	Backhoe
4000 GALLON WATER TRUCK	1	CAT 430-F BACK HOE	2
4000 GAL WATER TRK W CANNON	1	CAT 336 EXCAVATOR	4
INTERNATION BUCKET TRUCK 2004	1	Portable Pumps
Loaders		JOHN DEERE DIESEL POWER UNIT	9
226B CAT SKID STEER LOADER	1	JOHNSON PORTABLE PUMP	2
BOBCAT T190 TRACK DRIVE SKID STEER	1	JOHN DEERE DIESEL POWER UNIT	5
249 D CAT COMPACT TRACK LOADER	1	JOHNSON PORTABLE PUMP	2
SNOW TRACTOR KOBOTA	1	WEST DESERT EQUIPMENT
CAT 980K FRONT END LOADER	3	VERTICLE PUMP ENGINES
KOMATSU WA-500-8 FRONT END LOADER	4	CAT 3306 ENGINE 300HP	10
CAT 980 FRONT END LOADER	6	CAT C-9 ENGINE 300HP	1
CAT 972 FRONT LOADER LSJ02852	1	GENERATORS
Bulldozers		CAT 3412 NAT GAS ENGINE 600HP	2
CAT D6T DOZER USED 4K HR	1	CAT 3306 NAT GAS 300 HP	2
CAT D6 XE	5	GENERAC SG-025	1
CAT D7 DOZER	1	WISPER WATT ISUZU 25KW PORTABLE	1
CAT D9T DOZER	5	MQ ISUZU 4B61 70KW DCA-70SSIU4F	2
Patrols		CAT GENERATOR 600HP	3
CAT 16M PATROL	4	125KW PORTABLE GENERATOR DOVE	1

Table 13-1: Table of Equipment Utilized in the Mining Method


13.6			Final Mine

A final mine map is provided as Figure 13-5. Compass Minerals will breach dikes as part of final reclamation requirements, and salt contained within the ponds will be allowed to dissolve from direct precipitation and pumping of fresh water into the ponds from Bear River. The Company will also create islands on the outside of existing dikes by clustering rip-rap currently armoring the dikes (Figure 13-6).


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Figure 13-5: Final Mine Map

Figure 13-6: Rip-Rap Cluster Islands at Mine Closure


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14			Processing and Recovery Methods


14.1			Process Description

The deposited minerals in the evaporation ponds include a wide variety of compounds that contain potassium (K), magnesium (Mg), sodium (Na), chloride (Cl), sulfate (SO4), and water (H2O). These elements are found in the solids in various combinations:

•Arcanite – K2 SO4, also known as our product SOP.

•Schoenite – K2 SO∙MgSO4∙6H2O

•Kainite – KCl∙MgSO4∙4H2O

•Carnallite – KCl∙MgCl∙6H2O

•Epsomite – MgSO∙7H2O

•Halite – NaCl

The residual brine discharging from the potassium sequence (pond bitterns) is a highly concentrated magnesium chloride brine with residuals of all of the mineral ions included in the original source of the north arm of the lake. The various minerals produced in the pond sequence require additional refinement before they become saleable products; they must be harvested, stockpiled, and subjected to in-plant processing to remove contaminants and finally achieve the production of salt, high purity SOP, and magnesium products. These products are then distributed to market. The products currently produced at the Operation include:

•Common salt (sodium chloride, NaCl) is used as an industrial chemical, for highway de-icing, for water softening, as an animal food supplement, and in the processing of foods.

•SOP, which is used as a specialty fertilizer source of potassium.

•Magnesium chloride brine, a highly concentrated solution of magnesium chloride (MgCl2), is now primarily being used for highway deicing and for road dust control.

•Magnesium chloride flake, a crystallized form of MgCl2 is packaged and used primarily for consumer deicing.

Figure 14-1 provides an overview of the production process flows for salt, SOP and magnesium chloride.


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Source: Compass Minerals

Figure 14-1: Mineral Production Processes at the Ogden Plant


14.2			SOP Plant Process Flow

The following sections provide a detailed summary of the SOP plant production process to sequence from raw feed to desired customer specifications by six main processing units, including feed crushing, wet process, crystallization, flotation, compaction and loadout. An overview of the SOP plant production process flow is provided in Figure 14-2.

Figure 14-2: SOP Production Flow Chart - Overview

Source: Compass Minerals


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14.2.1			Feed Crushing

After three years of evaporation, precipitated salts are harvested by a front end loader and loaded onto truck. Harvest is then deposited onto stock piles and fed into the Harvest pit hoppers. There are two feed trains, Train #1 and Train #2. In the Harvest pit, Hoppers are fed from loaders or trucks, feed Apron feeders. The Apron feeders discharge to primary crushers which crush the larger lumps. The Crushers then discharge to cross-over drag conveyors which then discharge to belt conveyors and then dump into slurry boxes. These tanks are then pumped to the Cooling Reactor which is the start of the Wet Process Area. The larger product the does not pass through the DSM screens drops down into the screw distributer and is sent to either to Ball Mill Sump or back through the Hammer Mill Crushers.


14.2.2			Wet Process

Wet Process involves the removal of sodium chlorides, and other unwanted salts through a series of cold and hot washes. Hydrocyclones and thickeners are used in this process to ultimately generate a slurry becomes the Schoenite stream which is moved forward for further processing (crystallization and drying) into SOP.


14.2.3			Crystallizer Circuit I

Feed from the wet process then enters into two crystallizer circuits where schoenite is pumped and magnesium is separated. SOP crystallizes in this step ad slurry is re-circulated back in to the thickener process. Crystallized SOP is then sent into dryers.


14.2.4			Flotation

When there is an excess amount of sodium in the potash/brine solution, further wet processing is required. This is accomplished in the Flotation area. Flotation separates minerals from the slurry in tanks (called “Cells”), where potassium particles rise to the surface and are skimmed off while the sodium particles flow through the cells and discharge out as Final Tails. The solution is treated with a reagent in the conditioners to assist in separation of Schoenite from the undesirable materials. The recovered schoenite is returned to the Wet Processing Area via the Final Con Sump.


14.2.5			Crystallizer I

Dryer area is where the magnesium is further reduced and fine-tuned and the final product is dried before going into the silos for storage or feed for the Compaction Plant. This tertiary crystallization circuit is illustrated on Figure 14-8.


14.2.6			Crystallizer II

Dryer area is where the magnesium is further reduced and fine-tuned and the final product is dried before going into the silos for storage or feed for the Compaction Plant.


14.2.7			Compaction Plant

The compaction plant process involves compacting, drying, crushing, and screening. The plant has two identical lines that have the same equipment to allow for maintenance of one line while the other line is


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running. Both new lines each have a Pug Mill, Compactor, Curing, Crushing, and Screening equipment. Both new Lines use the same Fresh Feed and Recycle/Fines Bins and the same Binder dryer.


14.2.8			Loadout Area

The SOP Loadout is where final product ships. When full, the silos provide storage for over 50,000 tons of potash product.


14.3			Salt Process

As the waters of the Great Salt Lake evaporate, they soon become saturated with salt, and pure salt begins to precipitate. Further evaporation continues to produce pure salt until the concentrated brine becomes saturated with more complex chemical salts. Under normal summer conditions, nearly 90% of the contained salt can be precipitated from the lake water before contaminating materials begin to precipitate. However, the pure solid sodium chloride, which now forms the floor of the solar evaporating ponds, contains contaminants such as entrained brine. This brine is partly removed by draining away from salt windrows which are set up as a step on the harvest operation, by draining away from the stockpile; and more is removed by stockpile weathering. Approximately 40% of salt harvested is crushed screened and loaded out via truck and rail for highway deicing markets. The balance of the salt is dried for further in-plant treatment is required to remove the vestiges of contaminants by washing the product. Processed salt is sold into water treatment, consumer deicing, and agricultural (salt blocks for livestock) markets. Processed salt is moved to a distribution facility, from which it leaves the plant site in bags or in bulk, by truck or train. Figure 14-3 shows a schematic of the salt production process.

Figure 14-3: Salt Production Flow Chart - Overview

Source: Compass Minerals


14.4			Magnesium Chloride Processing

Magnesium chloride is the residual aqueous bittern left after potassium precipitates in the pond process. As described in Section 13, the magnesium chloride solution is pumped from bitterns ponds into storage ponds adjacent to the magnesium chloride production facility. Greater than 60% of the aqueous solution is shipped to market without further processing for use in dust control markets. Approximately 30% of the solution is desulfated for use in advanced deicing market applications, and less than 10% of the solution is fed to the magnesium flake plant to produce a solid magnesium chloride product used in deicing at cold temperatures. This in-plant process is simply one of controlled vacuum evaporation to crystallize first magnesium sulfate, which is rejected, then pure MgCl2*6H2O, which is


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centrifuged, dried and marketed. Figure 14-4 illustrates shows a schematic of the magnesium chloride process.

Figure 14-4: Salt Production Flow Chart - Overview

Source: Compass Minerals


14.5			Waste Handling

The Ogden Plant generates very limited waste (e.g. no waste rock or tailings). Most of the waste is precipitated halite that cannot be sold due to market demand. This excess halite is flushed out of the East Ponds with Bear River water, which effectively is returning salt to the Great Salt Lake. Precipitated halite is a more significant problem in the West Ponds as currently, there is not the same type of access to fresh water in the West Ponds that can dissolve and flush away this halite. The Operation is currently evaluating alternatives for removing this halite as it reduces storage capacity in the West Ponds. Although the method of removal has not yet been finalized, the intent is to return the halite to the lake system, similar to current practice in the East Ponds.

No other material waste streams are generated by the Operation.


14.6			Current Requirements for Energy, Water, Materials and People


14.6.1			Energy Requirements

The Ogden Site acquires its electricity from Rocky Mountain Power. Table 14-1 provides a summary of electrical usage and distribution at the Ogden SOP operation over the past five years.


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(in ‘000s)	2017	2018	2019	2020	2021 FY
Area
Potash Plant	38.00	40.00	40.44	42.49	45.32
Mineral Return	2.00	3.28	3.17	1.59	4.71
East Ponds	7.00	8.32	7.31	10.68	11.25
Flotation	11.00	11.22	12.78	14.04	15.00
SOP Compaction	6.00	5.93	7.01	8.98	8.33
Salt Plant	9	9	9	9	9
All other	14	15	12	12	10
Total MWH	87	93	91	99	103
Cost/MWH	$58.33	$56.55	$57.10	$56.47	$58.24
Total Power cost	$5,075	$5,243	$5,209	$5,577	$5,997
SOP MWH/ton	$0.14	$0.11	$0.13	$0.14	$0.16
Salt MWH/ton	$0.013	$0.014	$0.013	$0.013	$0.013

Table 14-1: Summary of Electrical Usage: Ogden Site SOP Operations

The Ogden Site obtains natural gas service from Dominion Natural Gas Company. Table 14-2 provides a summary of natural gas consumption over the past five years.


(in ‘000s)	2017	2018	2019	2020 FY	2021 FY
SOP (Includes steam production)	1,494	1,511	1,562	1,504	1,658
Magnesium Plant	1	1.0	1.2	1.5	1.6
Salt Plant	190	196	209	199	215
Natural Gas $/Dth	$ 3.397	$ 3.452	$ 2.696	$ 2.797	$ 3.041
Natural Gas Cost	$5,722	$5,906	$5,959	$4,766	$5,099

Table 14-2: Summary of Natural Gas Usage: Ogden Site Operations


14.6.2			Water Requirements

A summary of water consumption for the year 2020 is provided as Table 14-3.


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Use Profile	Location	Volume (AFY)
Non-Consumptive Water for Pump Flushing	Finger Point Well	31.3
	Well at PS-112	0.7
	Well at PS-113	21.2
	Well at PS-26	35.1
	Pond Control Well	59.0
	Lakeside Well	0.5
Non-Consumptive Water for Pond Flushing	Pump Station 23	20,550
	PS-2 / PS-22	26,454
Rawfeed Brine	Pump Station 1	35,031
	Pump Station 113 /114	69,834
Plant Potable Water	Weber Basin - Potable	848
Plant Process Water	Weber Basin - Untreated Process Water	7,100

AFY = acre feet / year (one acre foot is 325,851 gallons)

Table 14-3: Summary of Water Usage: 2020


14.6.3			Personnel

The Ogden Site employed 374 full time salaried and hourly employees with 50 seasonal temporary workers in 2021. A summary of headcount is provided below from 2016 through 2021.


Salaried	2017	2018	2019	2020	2021 FY
	87	84	99	119	118
Operations
Ponds/Harvest	48	49	47	48	48
Haul	-	-	-	8	8
Potash	37	33	32	28	28
Logistics	23	22	24	25	24
Boiler\Lab\Eng	13	11	13	10	9
Total SOP Operations	121	115	117	119	117
Salt Operations	48	49	54	57	55
Magnesium Plant Operations	7	8	8	10	10
Maintenance	77	74	73	77	74
Total Salaried & Hourly	340	330	351	382	374
Temps/ Seasonal (FTE)	28	41	29	38	50

Table 14-4: Summary of Personnel Employed


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15			Infrastructure

Critical infrastructure at Ogden facility includes electric service, natural gas service, rail, road and water. Figure 15-1 provides a facility-scale illustration of key infrastructure, while Figure 15-2 and 15-3 provide illustrations of key infrastructure in the eastern sector of the facility and the west sector, respectively.

Figure 15-1: Key Infrastructure: Ogden Site

Figure 15-2: Key Infrastructure: SOP Plant Area and East Ponds


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Figure 15-3: Key Infrastructure: West Ponds

Roads

The Ogden Site is 13 miles west of Interstate Highway I-15. State maintained highway 39, or 12th Street provides egress and ingress to the highway. Both I-15 and 12th Street are illustrated on Figures 15-1 and 15-2.

Compass Minerals has access to the UPRR causeway which is constructed of aggregate and maintained by the UPRR. The causeway includes a railbed to support transcontinental rail traffic in addition to a single lane dirt road. Compass Minerals maintains and agreement with UPRR to use the roadway for light truck traffic to move personnel from the mine, plant and administrative offices on the eastern pond and plant complex to the west ponds.

Dikes

The Ogden Site operates and maintains solar evaporation pond and pond dikes. The eastern pond complex is comprised of 115 miles of dikes, with 26.4 miles of acting as the outer perimeter dike. The aggregate for the dikes is mined from an onsite borrow pit, Little Mountain Borrow Pit that is owned and operated by Compass Minerals.

The upper surface of the dikes are maintained by Compass Minerals and are used for road ways to support light truck travel, with main inner roads used to transport heavy equipment moving excavated pond harvest from evaporation pond floor to the SOP processing plant.

The west ponds are contained within 46.1 miles of dikes, with an 8 mile, lake-facing outer dike. The aggregate for the west ponds is yielded from the Strong’s Knob quarry that is leased by Compass Minerals from Utah SITLA.


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Electricity

Rocky Mountain Power supplies electricity to the site. There is a single feed, 138 kV feed to the plant’s main sub-station, with above-ground 12.47 kV distribution. From there the feed separates out through the site to feed the various areas. Feeds are single lined and not double ended.

There are Emergency (diesel) generators located in various plants for critical machinery (process water pumps, IT room, thickeners, battery charger room, promontory site, AT&T site, and for the expansion at SOP). Generators are run weekly for 15 minutes. There are 13 total natural gas or diesel generators ranging from 20 kW to 450 kW.

Public Power is not provided at the West Ponds which are powered by natural-gas generators. There are two Caterpillar 602 horsepower units, one Generac 86.5 horsepower units and one 36 HP unit at the flushing station. These generators provide power for all pumping operations at the West Ponds.

Natural Gas

The natural gas supplier is Dominion Energy. The gas main enters the east pant facility site near the Magnesium Chloride plant and is distributed to various plants at 60 psi with regulators at the various point-of-use equipment. All gas-fired equipment contains adequate safety trains, combustion burner safety controls, and flexible connections.

Steam

There are two natural gas fired boilers each 90,000 lb./hr. Both were installed in 2013 and located in the boilers house. Steam is primarily for the SOP plant with some for mag chloride process and other ancillary uses. The plant is currently running at 70% of steam capacity. Reverse osmosis water treatment is provided.

Water

Treated culinary water and plant process water is supplied by Weber Basin Water Conservancy District via Willard Bay Reservoir under contract (Figure 15-1 and Figure 15-2). Untreated process water is pumped from the reservoir to a canal that connects the reservoir to an onsite storage reservoir. The plant purchases 800 acre feet of treated culinary per year for potable uses, and 8,000 acre feet per year of untreated water from Willard Bay reservoir for plant process water.

Canals and Pipelines

Process and culinary water are pumped to the Ogden Site via canal and water-line respectively along the same corridor (Figure 15-1 and 15-2). Compass Minerals also maintains the Behrens Trench across the north arm of the GSL. The Behrens Trench was constructed in the early 1990s and is used to convey one-year concentrated brine from the west ponds to the east ponds. The 21-mile long 30 to 80-foot wide underwater canal leverages density differences between concentrated brine from the west ponds to flow on the canal floor beneath the less-dense ambient north arm brine. The transit time is roughly 7 days over the 21-mile canal (Figure 15-1 and 15-3). Compass Minerals also maintains an indenture with UPRR to maintain an overland canal along the UPRR mainline on Promontory Point that connects the terminus of Behrens Trench at Pump Station1 with the Ponds 1 and 1A in the east-pond complex. The canal parallels the UPRR rail as illustrated on Figure 13-2.

Rail

The east plant facility is served by Union Pacific Railroad. The site has eight sidetracks off the spur from the main transcontinental east west line. The sidetracks are used for indexing and storage of rail cars awaiting loading or shipping. The Ogden Site operates AutoCar Railyard vehicle to move and index railcars to and from loadout.


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Figure 15-4: Key Infrastructure: Rail Facilities


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16			Market Studies

The USGS indicates that potash denotes a variety of mined and manufactured salts that contain the element potassium in water-soluble form. In agriculture, the term potash refers to potassic fertilizers, which are potassium chloride (KCl), potassium sulfate or sulfate of potash (SOP), and potassium magnesium sulfate (SOPM) or langbeinite. Muriate of potash (MOP) is an agriculturally acceptable mix of KCl (95% pure or greater) and sodium chloride for fertilizer use. The fertilizer industry used about 85% of U.S. potash sales, and the remainder was used for chemical and industrial applications. About 65% of the potash produced was SOPM and SOP, which are required to fertilize certain chloride-sensitive crops. The remaining 35% of production was MOP and was used for agricultural and chemical applications.


16.1			General Marketing Information - SOP

Compass Minerals is the largest producer of sulfate of potash (SOP) in the Western Hemisphere. This essential mineral product provides nutrients for specialty crops such as fruits, vegetables and tree nuts. As stated in its 2021 Annual Report, Compass Minerals Plant Nutrition North America segment includes sales of SOP and specialty plant nutrients. There are two major forms of potassium-based fertilizer, SOP, a specialty form of potassium which also provides plant-ready sulfur, and muriate of potash (“MOP” or “KCl”).

Compass Minerals believes that the average annual worldwide consumption of all potash fertilizers is approximately 88 million tons, with MOP accounting for over 85% of all potash used in fertilizer production. SOP represents approximately 8% of all potash production. The remainder of potash is supplied in forms containing varying concentrations of potassium (expressed as potassium oxide) along with different combinations of co-nutrients. SOP, which contains the equivalent of approximately 50% potassium oxide, maintains a price premium over MOP due to the fact that it contains the secondary nutrient, sulfur, does not contain chlorides and is more expensive to produce than MOP. Additionally, many high-value or chloride-sensitive crops experience improved yields and quality when SOP is applied instead of MOP. SOP is also a more cost-effective alternative to other forms of specialty potash.

Compass Minerals North American SOP sales are concentrated in the Western and Southeastern U.S. where the crops and soil conditions favor the use of low-chloride potassium nutrients. Figure 16-1 provides an illustration of these markets. Consequently, weather patterns and field conditions in these locations can impact Plant Nutrition North America sales volumes. While long-term global consumption of potash has increased in response to growing populations and the need for additional food supplies, the market for commodity potash has been challenged over the last few years due to a downturn in the broader crop market which has pressured grower incomes. However, recently improved economics for row crops has led to an improved commodity potash market. Compass Minerals expects the long-term demand for all potassium nutrients to continue to grow as arable land per capita decreases, thereby encouraging improved crop yields. Additionally demand for SOP products has been resilient despite the challenges facing the global potash market.

Approximately 91% of Compass Minerals’ Plant Nutrition North America sales in the fiscal year that began on January 1, 2021 and ended September 30, 2021 were made to U.S. customers, who include retail fertilizer dealers and distributors of agricultural products as well as professional turf care customers. In some cases, these dealers and distributors combine or blend SOP with other fertilizers and minerals to produce fertilizer blends tailored to individual requirements.


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From Compass Minerals

Figure 16-1: Domestic SOP Market


16.1.1			Current Potash Market

According to Bloomberg GreenMarkets assessment of the Potash Market in July 2021, Global potash prices have diverged, with demand rising in the west and slowing in the east.

North and South American consumption is driving a demand-fueled potash price rally, which Bloomberg sees extending through the end of 2021 based on higher crop prices. Potash demand is usually highest in 3Q, driven primarily by Brazil. This year, Brazilian demand is again expected to reach a record, with imports up 13% vs. last year. Product availability in Brazil is extremely supply-constrained, and port bottlenecks are limiting movement to end users. Green Markets forecasts global potash consumption growth will slow to 1% in 2022 but reach a record 74 million tons as freight disruptions ease, crop prices fall and higher fertilizer-to-crop price ratios destroy demand around the edges.


16.1.2			Long-Term Price Forecast

GreenMarkets also publishes its forecast for potash pricing, including SOP annually. Table 16-1 provides its forecast for SOP pricing through 2031. The QP utilized ‘SOP Pacific NW’ projected Selling Price from 2022 through 2031 in the life of mine cash flow analysis described in Section 19. Because most row crops, orchards and nut trees require the application of potassium to maximize productivity and to maintain the health of supporting soils such that they are not ‘mined’ of potassium over time, the application of supplemental potassium is necessary and foreseeable well into the future. For fruit and nut crops, there is no substitute for SOP because root systems for these crops are sensitive to chlorides, yet still require potassium. Therefore, it is reasonable to assume that pricing will sustain and appreciate after the GreenMarkets forecasted pricing for 2028, and appreciate at 2% per annum thereafter for the life of mine.


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Table 16-1: Forecast Nominal Potash Pricing through 2031


16.2			General Marketing Information - Salt

According to Roskill’s Salt Outlook to 2028, global demand for salt is forecast to rise from 352Mt in 2018 to 424Mt in 2028 at an average of around 1.9%py. Regional growth will continue to be led by Asia, especially China and India. Asian demand is projected to rise by 2.8%py from 173Mt to 228Mt. By 2028, Asia is forecast to account for nearly 54% of world demand compared to 49% in 2018. Europe is expected to overtake NAFTA by growing at around 1%py, reflecting low growth in regional chloralkali and synthetic soda ash markets. Demand in North America is projected to grow at 0.4%py, mostly following a rise in chloralkali production. The North American region is the one most strongly influenced by changes in the de-icing market so actual demand by 2028 may diverge from the forecast.


End-use	Asia	North America	Europe	Latin America	Africa	Oceania	Total
Chloralkali	113.8	29.3	23.1	3.9	1.5	0.4	172
Synthetic soda ash	62.1	1.2	20	0.3	-	-	83.6
Road de-icing	4	30	15	-	-	-	49
Food	20.9	1.2	2.6	6.1	6.1	0.2	33.6
Other	27.5	20	25	1	1	2	85.5
Total	228.3	81.7	85.7	16.8	8.6	2.6	423.7

Source: Roskill estimates

Published in: Salt: Outlook to 2028

Table 16-2: World Forecast Demand for salt by region


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North American Consumption

In the United States, much of the variation in output and imports is related to that of rock salt which is dependent on the severity of winters. Most imports are from overseas subsidiaries of major US salt producers. Exports are small compared to imports but still average well over 500ktpy and mostly sent to Canada. In 2015, apparent consumption was a record 67.5Mt following a severe winter in 2014/15 and imports of over 21Mt. Mild winters in over the next two years saw this drop to under 55Mt. The return of a more severe winter in 2017/18 saw apparent consumption grow by 7Mt. According to USGS Mineral Commodity Summaries 2021, imports are mostly from Chile (33%), Canada (24%), Mexico (13%), and Egypt (9%) (USGS, 2021).

Like the United States, Canadian consumption of salt can vary widely between years as the de-icing market forms a considerable part of overall use. In years with mild winters, apparent consumption can fall below 8Mt but in those with severe winters it can exceed 11Mt. There is a considerable export trade, nearly all of rock salt, across the border with the USA, which again is closely connected to winter conditions in both countries.

Table 16-3: USA and Canada: Production, trade and apparent consumption of salt, 2010-2019

Table 16-3 presents a summary of the average value of price, average value of bulk, pellets and packaged salt, f.o.b. mine and plant annually as summarized by the USGS (USGS, 2021).

Source: USGS

Table 16-4: USGS Summary of US Salt Pricing

A breakdown of market segments served between 2018 and 2021 by Cote Blanche Mine Production is provided in Table 16-4. A summary of demand and production (imported and exported) is provided in Table 16-2. Salt produced by the Ogden Facility is sold to local bulk deicing markets, and regionally for consumer and industrial markets.


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	2018	2019	2020	2021
Consumer and Industrial
Deicing	4,000	5,000	5,000	5,000
Non-Deicing	660,000	690,000	660,000	663,000
Total C&I	664,000	695,000	665,000	668,000
Bulk Highway
Chemical Salt	34,000	30,000	29,000	33,000
Highway	364,000	342,000	262,000	372,000
Total Bulk Highway	398,000	372,000	291,000	405,000
Total Production	1,062,000	1,062,000	951,000	1,067,000
Magnesium Chloride
Solid Flake	30,100	34,900	37,200	31,600
Solution - Deicing	178,000	198,000	170,000	170,000
Solution - DustGard	434,000	435,000	438,000	467,000
Total MgCl	612,000	632,000	609,000	638,000

Table 16-5: Summary of Ogden Salt And Magnesium Chloride Production and Sales by Segment


16.3			General Marketing Information - Magnesium Chloride

In 2020, primary magnesium was produced by one company, US Magnesium, also located on the Great Salt Lake. US Magnesium uses an electrolytic process plant that recovered magnesium from brines from the Great Salt Lake. Secondary magnesium was recovered from scrap at plants that produced magnesium ingot and castings and from aluminum alloy scrap at secondary aluminum smelters. Primary magnesium production in 2020 was estimated to have decreased from that of 2019. Information regarding U.S. primary magnesium production was withheld to avoid disclosing company proprietary data. The leading use for primary magnesium metal, which accounted for 47% of reported consumption, was in castings, principally used for the automotive industry. Aluminum-base alloys that were used for packaging, transportation, and other applications accounted for 33% of primary magnesium metal consumption; desulfurization of iron and steel, 16%; and all other uses, 4%. Magnesium chloride accounts for approximately 33% of the magnesium market, with Israel producing 63%; the Netherlands, 24%; China, 5%; India, 3%; and other, 5%.

A summary of magnesium chloride sales from the Ogden facility is provided on Table 16-5. Most magnesium chloride is sold as a solution, that is sold regionally as DustGard for road maintenance markets (de-dusting), with a smaller volume being sold as a solution used in enhanced deicing applications. Magnesium is also processed in to a solid form, magnesium flake, and sold as an additive to commercial deicing products that require lower freeze-point products to effectively melt ice.


16.4			Material Contracts Required for Production

There are no material contracts required for production.


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17			Environmental, Social, and Permitting


17.1			Results of Environmental Studies and Baselines

Mine construction commenced in 1968 with production beginning in 1968, prior to the promulgation of the National Environmental Policy Act and Clean Water Act. Operation of the mine has been consistent and ongoing since commencement of production. Therefore, no baseline or environmental studies have been required, nor conducted.

Various pond expansions, notably in the early 1990s and the expansion of Pond 1B in 2006 required application under Clean Water Act 401 and 404 permitting programs as the construction of these facilities resulted in the discharge of fill in into jurisdictional, navigable waters of the United States. Both projects required mitigation to compensate for environmental impacts to the lakebed. Additionally, 401 and 404 permits have been required to support construction of intake canals to the west ponds, construct and maintain the Behrens Trench, and pump station 23 intake canal. Mitigation was required for these projects as well. Where mitigation was required, the Ogden facility purchased mitigation credits at the Machine Lake Mitigation facility in Box Elder County, which is recognized and certificated by the U.S. Army Corps of Engineers.


17.2			Waste, Tailings, and Water Plans - Monitoring and Management

Compass Minerals pumps brine from the GSL, and by the process of evaporation, concentrates and removes salt, potash, and magnesium chloride. During this process, more sodium chloride is produced than any other product, but the potash and magnesium chloride are many times more valuable per ton than sodium chloride. In fact, the Company has large amounts of sodium chloride left in the ponds after harvesting, which must, by contract with the State of Utah, be returned to the GSL under the site wide UPDES effluent discharge permit UT0000647 (described in Section 17.4.1). The salt is returned to the lake by the facility pumping water from the Bear River Bay of the GSL, dissolving the remaining salt found in the evaporation ponds and returning them to Bear River Bay.

The solar evaporation mineral mining operation has been operating on the shores of the Great Salt Lake west of Ogden, Utah since approximately 1968 and has been owned and operated by Compass Minerals since 1993. The facility extracts minerals from the GSL by pumping lake water through a series of solar evaporation ponds where salts are precipitated, harvested, and processed to produce three saleable products. The primary product is potassium sulfate (K2SO4) or sulfate of potash (SOP), a primary ingredient in many fertilizers. Potassium is a plant macronutrient, while sulfur is a plant micronutrient, and both are needed to support agricultural operations throughout the world. The two other final products are sodium chloride (NaCl) and magnesium chloride (MgCl2). Sodium chloride salt is commonly used for water softening, table salt, deicing, and as a chemical process ingredient among other uses. Magnesium chloride is primarily used for deicing in winter and as a dust palliative in summer. The processing of the lake water into final product takes an average of three years. The production process is described in chronological order below.

1) Lake water is pumped from Gunnison Bay of the GSL into the West Desert solar ponds on the west side of the GSL. Here, the salt water concentrates to a higher density than the raw lake water.

2) Once the concentrated brine is to a sufficient density, it is discharged through Outfall 009 (Behrens Trench) under the site wide UPDES effluent discharge permit UT0000647 (described in Section 17.4.1) where the dense concentrated brine flows through the trench below the lake surface to a pump station at Promontory Point.


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3) From Promontory Point, the brine is pumped into a series of solar evaporation ponds where the primary precipitate is NaCl and the liquid brine becomes saturated with potassium and magnesium salts.

4) Once saturation of potassium salts is achieved, the brines are transferred to a series of potash ponds where the potassium salts precipitate. The remaining brine contains high concentrations of MgCl2.

5) At the culmination of the three-year solar evaporation process, select ponds are drained in the fall and the sodium and potassium salts are harvested with scrapers, loaders, and haul trucks and transported to the Salt Plant or SOP Plant. The MgCl2 brine is conveyed to the Magnesium Plant. Each processing facility is described in more detail below.

6) After processing, the products are shipped offsite via truck and rail.

7) Periodically, minerals are returned to the GSL by filling select ponds with fresh water from the Bear River to dissolve salt deposits and are then drained to the GSL.

Magnesium Chloride Processing

The residual brine drained from the east solar evaporation ponds contains approximately 30 percent magnesium chloride. This brine is either sold directly to end users for deicing and dust control on roads or further processed into a number of liquid and solid products. The brine directed to the Magnesium Chloride Plant contains trace amounts of sulfate, which is considered an impurity for the purposes of the manufacturing process. This impurity is removed from the brine in a chemical de-sulfating process. The de-sulfated brine, with or without additional additives to improve the performance of the product, may be marketed as a liquid deicing or dust suppression product, or may be processed further into a solid hexahydrate flake. During the flaking process, sodium hypochlorite may be added to the de-sulfated brine solution to improve the color of the final product and is heated using evaporators to create a magnesium solution that can be cooled into a solid hexahydrate flake on a water-cooled belt.

Much of the effluent generated by the Magnesium Chloride Plant is pumped to a nearby pond where discharges to groundwater are covered by the Ground Water Permit-By-Rule under UAC R317-6-6. However, a number of flows, including discharges from air pollution control equipment, intermittent wash-down of production equipment, and cooling tower blowdown, are discharged to the Great Salt Lake through Outfall 001 under the site wide UPDES effluent discharge permit UT0000647 (described in Section 17.4.1).

Salt (NaCl) Plant

Harvested NaCl is transferred to the salt plant via haul roads where it is washed to remove organic material and other impurities. After washing, the wet salt is either sold as a highway de-icing product or is, dried, and further processed into saleable products. The majority of these products are unaltered, though a portion may be treated with certain additives to improve the quality of the final product. Final products from the Salt Plant include bulk road salt used throughout the intermountain region, bulk chemical salt for the chloro-alkali industry, and various consumer grade products in unit quantities such as water softening salt.

Effluent generated by the Salt Plant, including salt wash water, discharges from air pollution control equipment, intermittent wash-down of production equipment, rail and truck rinse water and dissolution of off-specification salt treated with citric acid, are discharged to the Great Salt Lake through Outfall 001 under the site wide UPDES effluent discharge permit UT0000647 (described in Section 17.4.1).

Sulfate of Potash (SOP) Plant

Harvested potassium salts are transported to the SOP plant and converted to schoenite (K2SO4-MgSO4-6H2O) in a chemical process. Once at the desired concentration, the slurry is heated to approximately 120˚F, which converts the schoenite into SOP. Once dried, a portion of the SOP material is conveyed to the silos as finished standard SOP product. The remaining SOP is sent through the


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compaction process, where a number of formed products are produced with the addition of a binding agent. Finished SOP products are conveyed from the silos to the SOP loadout facility where the majority is treated with a dust suppressant prior to loading into railcar or trucks for transport offsite.

Effluent generated by the remainder of the SOP Plant, including wash-down of production equipment, cooling tower blowdown and rail and truck rinse water, are discharged to the Great Salt Lake through Outfall 001. The SOP Plant utilizes natural gas fired boilers for process heating, and boiler blowdown is discharged through Outfall 001-B and enters the GSL through Outfall 001. Additionally, the boiler feed water is treated via carbon filtration, water softening, and reverse osmosis. Reject water from this system is also discharged through Outfall 001.

Processing Plant Effluent Reuse

Flows generated from the schoenite conversion circuit contain recoverable levels of potassium salts. These flows as well as well as excess MgCl2 brine are “back mixed” with salt brine prior to reaching saturation with potassium salts. This back mixing causes the brine to become supersaturated with NaCl, while remaining below saturation for potassium salts. The excess NaCl precipitates in the final series of salt ponds (West Buffers) before being transferred to the potash recovery ponds.

Miscellaneous Process Flows

The Outfall 001, regulated under the site wide UPDES effluent discharge permit UT0000647 (described in Section 17.4.1), discharges specifically include: effluent from the rinsing of truck and railcars that were previously used to ship product; effluent from the use of steam to clean railcar and truck loading chutes; effluent from the washout of buildings, production equipment and general housekeeping; compressor blowdown treated to remove oil prior to discharge; and effluent from the washing of mobile equipment and vehicles where degreasers or chemicals may be used so long as these chemicals are approved for direct release under the EPA’s Safer Choice program.

Mineral Return

Because NaCl precipitates earlier in the evaporation process and precipitated volumes far exceed market demand, large amounts of sodium chloride remain in various ponds after evaporation. In accordance with a royalty agreement with the Utah Division of Natural Resources, this excess NaCl must be returned to the GSL. Fresh water is pumped from the Bear River into the salt ponds to dissolve the accumulated minerals. The water is then discharged through Outfalls 002 – 008 under the site wide UPDES effluent discharge permit UT0000647 (described in Section 17.4.1), as operations dictate, into the GSL and Bear River Bay. Ponds and Outfalls used for mineral return rotate on an annual basis with Outfall 006 being the primary Outfall used in the previous permit term. Mineral return operations typically occur in the non-solar season and are limited by fresh water flows from the Bear River. In high water years, it is feasible to conduct mineral return activities year-round. However, in most years, mineral return ceases in late March as upstream water users increase agricultural diversions and flow at the pump station will not sustain operations.


17.3			Project Permitting Requirements

The Ogden Plant’s license to operate is primarily regulated by its water rights (i.e., its right to extract brine from the lake) and its surface leases for its evaporation ponds. These leases and water rights are discussed in more detail in Section 2.3.

Brine and ultimate mineral extraction from brines extracted from the GSL is enabled by a Large Mine Operation mineral extraction permit (GSL Mine M/057/0002) (“Mine Permit”) through the Utah Department of Natural Resources (“DNR”), Division of Oil, Gas and Mining (“DOGM”). The mineral extraction permit enables all lake extraction, pond operations, and plant / processing operations conducted by Compass Minerals. The Mine Permit is supported by a reclamation plan that documents all aspects of current operations and mandates certain closure and reclamation requirements in


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accordance with Utah Rule R647-4-104. Financial assurance for the ultimate reclamation of facilities is documented in the reclamation plan, and security for costs that will be incurred to execute site closure is provided by a third party insurer to the State of Utah in the form of a surety bond. Any greenfield expansion of ponds or appurtenances beyond the existing facility footprint would require a permit modification regardless of the mineral(s) being developed.


17.4			Air Permit

The site operates under a Title V air permit # 5700001003, which is administered by the Utah Department of Environmental Quality. The permit covers emissions from the pond and plant operations. The permit expires in December 2026.


17.4.1			Surface Water Effluent Discharge Permit

Surface water discharges from the site are regulated under Utah Pollutant Discharge Elimination System (LPDES) permit UT0000647. The permit requires discharge monitoring for effluent flows from the nine outfalls that discharge into the saline waters of Great Salt Lake and regulates inputs in pond and plant processes that may be discharged in project effluent.


17.5			Plans Negotiations or Agreements (Environmental)

There are no plans or agreements relative to environmental matters with any external parties.


17.6			Mine Closure Plans

The mine closure plan is described in detail in Sections 3.5 and 17.3 as it serves as a condition to the operating license generally. The mine closure plan requires provision of financial security for the execution of reclamation held by a third party agency. The amount of the current financial security is $4.6 million.


17.7			Adequacy Assessment of Plans

Relative to other types of mining, the Ogden facility is low risk from an environmental standpoint. It does not require significant disturbance of the landscape and no surface waste (toxic or otherwise) is generated in the process. Going forward, environmental risk to the reserve is viewed as low.


17.8			Local Hiring Commitments

The workforce at the Ogden facility is not unionized. There are no commitments with outside entities or governments relating to the local labor force.


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18			Capital and Operating Costs

Capital and operating costs discussed in this section were developed on a unit cost and quantity basis utilizing the QP’s estimates that are based on owner’s costs from the past five years, current and historic cost data from continuous and ongoing operation of the facility, first principles, and 51 years of operational experience operating the facility at projected production capacity. Operating costs presented herein are the QP’s estimates based on actual owner’s costs incurred at the operation since 2017, while capital costs projected through 2026 are owners cost estimates developed based on unit cost and quantity basis utilizing historic cost data, first principles, vendor/contractor quotations, and similar operation comparisons.


18.1.1			Operating Cost

Actual fixed and variable operating costs incurred by the Owner at the GSL facility from 2016 through 2021 are provided in Table 18-1. Summarized variable costs include production materials, mobile equipment, rentals, contract hauling, and temporary labor. Summarized fixed costs include labor, maintenance materials, maintenance services, electricity, natural gas steam, local taxes and insurance and allocations.

Specific operating costs associated with magnesium chloride and salt operations are presented on Table 18-2.

Since 2017, total operating costs per ton have ranged from $242 per ton in 2019 to $325 per ton in 2017. Headcount has remained fairly stable overt the period with 340 total salaried and hourly employees in 2017 to 374 employees in 2021.


18.1.2			Capital Costs

The average annual capital expenditure since 2017 at the GSL Facility is $17,125,000, with a high of $30,053,000 in 2017 and a low of $11,255,000 in nine-month fiscal 2021 (Table 18-1). The higher than average capital spend in 2017 was associated with SOP Plant improvements undertaken as maintenance of business. The average annual capital expenditure excluding the SOP Plant improvements is $15,041,000, which is more indicative of a typical annual capital expenditure. All actual capital costs incurred since 2017 were provided by the owner.

A summary of capital costs associated with magnesium chloride and salt operations are presented on Table 18-2.

The GSL Facility, as well as all Compass Minerals facilities, maintains a five-year capital forecast for all planned capital expenditures to support current production. A summary of foreseen capital expenditures for SOP operations through 2026 is provided on Table 18-3. As shown on Table 18-3, total estimated capital expenditure through 2026 is $186,066,000, and is comprised of MOB capital and capital spend for major foreseen capital projects through 2026 including:

•Raising dikes, intake canal maintenance and pump station re-builds $58,041,000.

•Maintenance, replacement and rebuilds of key SOP plant facilities $110,589,000.


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including escalating costs of raw materials and energy, equipment availability and timing due to either production delays or supply chain gaps.



$in thousands	2017	2018	2019	2020	2021

Capital Spend	(30,053)	(18,953)	(14,096)	(11,269)	(11,255)
Development CAPEX	(10,215)	(204)	0	0	0
MOB CAPEX	(19,838)	(18,749)	(14,096)	(11,269)	(11,255)

Production / Sales
SOP Harvest	3,354	3,710	3,694	4,145	4,035
SOP Production Tons (000's)	257	298	313	305	279
Sales Tons (000's)	293	314	277	340	225
Selling Price per Ton	567.48	575.32	577.24	554.26	588.17
Total Sales	166,273	180,650	159,896	188,448	132,338

Operating Costs (Variable / Fixed)
Production Materials	3,257	4,738	3,246	3,025	3,157
Mobile Equipment	6,943	7,450	6,325	6,754	7,898
Equipment Rental	362	739	288	870	3,933
Contract hauling	4,134	4,649	3,900	3,695	0
Logistics	22,158	22,285	23,448	28,187	17,655
Royalties (4.8%)	4,134	4,649	3,900	3,695	3,695
Temporary Labor	610	1,242	816	1,672	2,818
Subtotal - Variable	(41,598)	(45,753)	(41,923)	(47,899)	(39,156)

Labor / Benefits	10,984	10,925	11,236	11,278	12,770
Maintenance Materials	4,949	7,263	6,723	6,305	5,964
Maintenance Services	3,171	5,955	4,637	5,081	3,361
Power	3,352	3,487	3,488	3,794	4,344
Natural Gas	1,164	1,261	1,167	1,223	1,227
Steam	4,448	4,390	4,390	3,883	4,444
Taxes & Insurance	5,506	4,503	4,876	5,140	6,121
Other Fixed Costs	1,738	1,697	1,247	2,167	3,107
Common Cost Allocation	11,208	13,094	13,593	15,823	15,850
Change In Inventory	(427)	(342)	2,205	1,027	83
Subtotal - Fixed	(46,093)	(39,481)	(37,764)	(38,872)	(41,337)

Operating Cost	(83,557)	(80,584)	(75,787)	(83,075)	(76,798)

Cost / ton (produced)	325	271	242	273	275

Table 18-1: Summary of SOP Capital and Operating Costs: 2017-2021


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$in thousands	2017	2018	2019	2020	2021

Capital Spend (C&I Salt)	(669)	(1,794)	(1,602)	(2,878)	(1,813)
Development CAPEX	(32)	0	0	(204)	(1)
MOB CAPEX	(637)	(1,794)	(1,602)	(2,674)	(1,812)

Capital Spend (Highway Salt & Mag)	(184)	(180)	(1,163)	(522)	(165)
Development CAPEX	0	0	0	0	0
MOB CAPEX	(184)	(180)	(1,163)	(522)	(165)
Capital Spend C&I Mag)	(150)	(109)	(358)	(94)	(749)
Development CAPEX	0	0	0	0	0
MOB CAPEX	(150)	(109)	(358)	(94)	(749)
Production / Sales
Salt Production (tons)	1,083,000	1,061,000	1,061,000	950,000	1,067,000
Salt Sales (tons)	1,002,400	893,150	1,010,040	919,980	899,890
Average Sales Price (All Salt)	$59.90	$60.84	$60.24	$64.25	$66.80
Magnesium Production (tons)	597,766	612,000	632,300	608,831	637,874
Magnesium Sales (tons)	547,542	591,548	633,711	548,058	574,437
Average Sales Price (Magnesium)	$50.50	$50.42	$54.78	$52.23	$52.46
Total Sales (Salt and Magnesium)	$87,696,918	$84,163,617	$95,556,197	$89,611,514	$90,248,559

Operating Costs (Salt)
Variable Costs
Salt and Ingredients	5,344	4,994	5,826	5,676	5,444
Packaging	4,934	4,518	4,696	4,433	4,241
Shipping Material	4,114	4,080	4,621	4,523	4,675
Variances and adjustments	(312)	1,081	(1,278)	(805)	609
Dunnage	251	313	271	126	324
Total Variable Costs	14,330	14,985	14,136	13,953	15,292
Fixed Costs
Labor	5,719	5,516	6,617	7,244	7,056
Maintenance Materials/Services	1,753	1,931	2,876	2,614	2,172
Utilities	1,324	1,354	1,390	1,190	1,186
Mobile Equipment/Rail Switch/Rental	1,413	1,717	1,923	1,537	1,330
Common Cost Allocations	3,180	2,340	2,287	2,425	2,513
All Other	1,014	924	1,281	1,491	1,349
Total Fixed Costs	14,403	13,783	16,374	16,500	15,605
Total Cash Cost	28,733	28,768	30,510	30,453	30,897
Depreciation	2,489	2,181	2,343	2,302	2,154
Total Cost	31,222	30,949	32,853	32,755	33,051
Cost per Ton (Salt)	$46.05	$46.57	$47.62	$49.66	$49.88


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Operating Costs (Magnesium)
Variable Costs
Calcium Chloride	1,239	1,881	2,247	2,792	2,206
Rust Inhibitor	1,956	2,646	1,655	1,545	1,156
Packaging/Shipping Materials	628	690	790	809	730
Raw Brine/Other Ingredients	1,405	1,288	1,445	1,494	1,316
Rail Switching	636	593	760	722	701
Variances	78	252	13	(396)	(46)
Total Variable Costs	5,943	7,351	6,910	6,966	6,062
Fixed Costs
Labor and Benefits	1,719	1,607	1,839	2,025	1,905
Maintenance Materials/Services	1,030	686	1,223	1,113	1,002
Utilities	745	870	1,076	1,068	1,058
Mobile Equipment/Rental	32	58	173	136	141
Common Cost Allocations	1,427	1,200	1,004	1,017	1,055
All Other	44	110	155	174	317
Total Fixed Costs	4,997	4,532	5,470	5,532	5,477
Total Cash Costs	10,940	11,883	12,381	12,498	11,539
Depreciation	1,435	1,290	1,188	1,079	1,002
Total Plant Costs	12,375	13,173	13,569	13,577	12,541

Table 18-2: Summary of Magnesium Chloride and Salt Capital and Operating Costs: 2017-2021


18.1.3			Assumptions

The capital projects are assumed to be constructed in a conventional EPCM format. Compass Minerals routinely retains qualified contractor to design projects and act as its agent to bid and procure materials and equipment, bid and award construction contracts, and manage the construction of the facilities.


18.1.4			Accuracy

The accuracy of this estimate for those items identified in the scope-of work is estimated to be within the range of plus 15% to minus 15%; i.e., the cost could be 15% higher than the estimate or it could be 15% lower. Accuracy is an issue separate from contingency, the latter accounts for undeveloped scope and insufficient data (e.g., geotechnical data).


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Table 18-3: Summary of Capital Expenses: 2022-2026


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Table 18-3: Summary of Capital Expenses: 2022-2026 (continued)


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19			Economic Analysis


19.1.1			Operating Costs

An economic model was created for the GSL Facility to provide validation of the economic viability of the estimated reserve for the Life of Mine until 2161. Following are the key assumptions:

•Mine run rate at 325,000 tons

•Assumed annual sales at 100% of tons produced

•The five year average sales price for SOP is $573/ton. This price was the beginning price used in the life of mine cash flow analysis.

•Annual average sales price increase of 2% year over year

•A finance rate (cost of capital) of 10%

•A tax rate of 26.00%

•Inflation rate of 2%

•Inflation rate of 2% applied to operating costs

•Sales price increase by 2% annually

•An additional 10% contingency on projected fixed and variable costs

•Estimated capital expenses were inflated by 15%

The QP used partial year 2021 budgeted 2022 costs as the benchmark for which to model operating costs through life of mine, applying a 2% annual increase in operating cost annually.

The QP based selling price for 2022 on the average selling price from 2017 through 2021, and then the forecasted price from Bloomberg’s GreenMarkets forecast pricing for SOP Pacific NW for 2023 through 2031 on Bloomberg’s GreenMarkets forecast pricing for SOP Pacific NW. The QP then applied a 2% per annum increase from the Bloomberg GreenMarket’s 2031 selling price forecast through life of mine.

The QP also included both salt and magnesium chloride sales, using the average volumes from the trailing five year period as future expected sales volumes, as well taking the trailing five-year average sales price as the Year 1 sales price, and increasing thereafter by 2% inflation through life of mine. The QP also determined the five year average for operating costs for the trailing five years, and increased by 2% for inflation annually through life of mine.


19.1.2			Capital Costs

As an ongoing project that is in production and profitable, the QP established a going forward MOB capital based on the average MOB capital profile at the mine since 2016. The QP assessed projected MOB capital spend through 2026, which was collaboratively established with the GSL Facility’s financial, engineering, operational and maintenance leadership, and validated by the QP.

Beyond 2026, the QP determined the expected replacement and re-build schedule for the pond complex and SOP plant attain the run of mine rate of 325,000 million tons, and applied projected capital costs on to the life of mine cash flow analysis through the end of life of mine. The QP also calculated the average MOB capital spend from 2016 through present, applied a 2% inflation factor on the average MOB through 2026, and applied of a 15% contingency factor on the projected 2026 MOB capital amount of $19,265,000, arriving at a projected 2027 MOB capital spend at $24,081,000. A 2% annual inflation factor as applied to MOB CAPEX thereafter, through end of life of mine.


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The QP reviewed the Company’s expected capital expenses for salt and magnesium chloride operations through 2026 plus 15% contingency, and applied these costs to expected CAPEX, then calculated the trailing five-year average capital spend for 2027 plus 15% contingency, and increased by inflation through life of mine as well.


19.3			Economic Analysis

Review of the model indicates that the Mine is immediately cash-flow positive in 2022, and remains so through end of the life of mine. As modelled, the project has an IRR of 19.0%, and an NPV of $346.4 million. The cumulative cash flow of the project is $44.6 billion.


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19.1.4			Sensitivity Analysis

The QP assessed sensitivity of key variables, including reduction in expected selling price, increased capital expenses and associated depreciation, and operating costs. To assess these variables, the QP modeled a conducted where the following variables were subjected to increases and decreases of 10% and 20%:

•Average Selling Price

•Operating Costs

•Capital Costs (depreciation)

The NPV of the project is null when selling price of SOP is reduced to $471.74 / ton, keeping salt and magnesium chloride stable. The null NPV is reached when adjusting price for all three products evenly when SOP is reduced to $483.76/ton, salt at $52.73/ton and magnesium chloride to $52.08/ton.


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Table 19-1: Life of Mine Cash Flow Analysis


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Cost Sensitivities		After Tax IRR	After Tax NPV ('000s)

Expected Case		19.0%	$346,374
Capital Expenditures	20% Increase	16.7%	$300,179
	10% Increase	17.8%	$323,276
	10% Decrease	20.4%	$369,471
	20% Decrease	22.1%	$392,568
Mining Cost	20% Increase	11.6%	$63,116
	10% Increase	15.3%	$204,745
	10% Decrease	22.7%	$488,002
	20% Decrease	26.5%	$629,631

Table 19-2: Sensitivity Analysis: Cost Factors


Price Sensitivity		After Tax IRR	After Tax NPV ('000s)

Expected Case		19.0%	$346,374
Expected Average Selling Price	20% Increase	29.6%	$815,632
	10% Increase	24.3%	$577,249
	10% Decrease	13.5%	$122,458
	20% Decrease	0%	$(94,992)

Table 19-3: Sensitivity Analysis: Price


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20			Adjacent Properties

The evaporation ponds associated with the property are within the mineralized deposit of the GSL, and draw upon the ambient mineralized brine in the GSL. The operation has significant additional lease area outside its current developed footprint that could be developed. However, limitations on any pond expansion include regulatory decision risk associated with permitting, the possibility of environmental and ecological impacts associated with expansion, and bathymetry of the lakebed; generally, development of evaporation ponds below 4,195’ amsl is infeasible due to the mass of diking material required to protect against future elevated lake elevations that have been as high as 4,213’ amsl.

Also, the GSL Comprehensive Management Plan (Utah DNR, 2011) established leasable area on the bed of the GSL. As shown in Figure 20-1, the western side of the GSL is leasable for salt development. However, considering areas either under existing lease, bathymetric limitations and the restrictive classifications of the lakebed including presence of wildlife resource areas which would limit development Figure 20-2, the developable portions of the GSL lakebed are generally under existing lease.


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Figure 20-1: Leasable Areas of the GSL


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Figure 20-2: Sovereign Land Classifications


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21			Other Relevant Data and Information

All data relevant to the estimated mineral reserves and mineral resources have been included in the sections of this Technical Report Summary.


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22			Interpretation and Conclusions


22.1			Mineral Resource

The QP is satisfied that the hydrological/chemical model for the Great Salt Lake reflects the current hydrological and chemical information and knowledge.


22.2			Mineral Reserves

The mineral resource model is informed by brine sampling data spanning approximately 55 years and recent bathymetry data. Continuity of the resource is not a concern, as the lake is a visible, continuous body. The Company’s experience in extracting potassium and other salts from the Great Salt Lake for over 50 years under dynamic conditions, such as changing lake elevations and ion concentrations, lends confidence regarding the ability to operate under varying conditions, utilizing ion concentrations as a tool to monitor reserve estimates and make operational decisions.

Continued sampling for potassium and other key ions at UGS sample locations will assist in calibrating lake conditions with ion concentration and mass load.


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22.3			Financials

Sensitivity analysis indicates that this is a robust project that can withstand 20% increases in the key cash flow components.

•If mining operating costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•If capital construction costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•The facility can also withstand a decrease in average selling price of SOP, Magnesium chloride and Salt of 10% from those currently estimated according to the sensitivities shown in Table 19-2, but is negative with a 20% reduction in price per Table 19-2.


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23			Recommendations

The QP recommends continuing to collect potassium, magnesium, sodium, boron, and lithium concentration data from the Great Salt Lake to further expand on the current time series of data for the GSL.


23.1			Recommended Work Programs

The following activities are proposed to further inform the potassium concentration data for the GSL, with the objective of continuing the existing time series of data.

•Continue to collect sample data from UGS sample locations in the Great Salt Lake:

•LVG-4

•RD-2

•FB-2

•Continue to follow the UGS methodology for sample collection with the addition of blanks and sample duplicates for QA/QC purposes.

•These samples should be collected at minimum on a quarterly period, as is currently the practice for the UGS when sampling for other ions in the GSL.

•Collection and analysis of samples from the Pond 114 intake should continue to for verification purposes as comparison to the data at LVG4 and RD2 sites.


23.2			Recommended Work Program Costs

Based upon the recommendations presented in Section 23.1, the following cost estimate has been completed to summarize costs for recommended work programs (Table 23-1).


Activity			Cost (US$)
Quarterly GSL Brine Sampling, (12) Quarters			$60,000
Laboratory Costs for Brine Analysis			$10,000
Full Analysis of GSL, Brine Chemistry Data			$60,000
Total Estimated Cost			$130,000

Table 23-1: Summary of Costs for Recommended Work

Source: Compass Minerals

*The cost of a demonstration scale plant will be estimated once a technology and targeted production rate are defined.


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24			References

Bloomberg GreenMarkets. (2021) Global Potash Quarterly. Supply and Demand Production Costs. July 2021.

Goodwin (1973). Composition and Lithology of the Salt Crust, North Arm, Great Salt Lake, American Association of Petroleum Geologists Bulletin, v57

Loving BL, Miller CW, Waddell KM (2000) Water and salt balance of Great Salt Lake, Utah, and simulation of water and salt movement through the causeway, 1987-98. Water Resources Investigations Report 00-4221. U.S. Department of the Interior & U.S. Geological Survey.

Roskill. (2020). Salt Outlook to 2028. 18th Edition.

SRK, (2017). Resource and reserve audit report, Great Salt Lake, Ogden, Utah. Report prepared for Compass Minerals, February 16, 2017. SRK Consulting (U.S.) Inc. 51p.

Sturm, P.A., 1986, Utah Geological and Mineral Survey’s Great Salt Lake brine sampling program—1966 to 1985—history, database, and averaged data: Utah Geological and Mineralogical Survey Open-File Report 87, variously paginated

UGS (1999) The Extraction of Mineral Resources from Great Salt Lake, Utah: History, Developmental Milestones, and Factors Influencing Salt Extraction.

UGS (1980) Great Salt Lake a Scientific, Historical and Economic Overview, The Great Salt Lake Brine System, p 147, edited by Gwynn, J.W.

UGS (1968) Dissolved Mineral Inflow to Great Salt Lake and Chemical Characteristics of the Salt Lake

Brine, Summary for Water Years 1960, 1961, 1964, Water Resource Bulletin 10, 1968.

UGS (2016) Rupke, A., et al, Great Salt Lakes North Arm Salt Crust, Report of Investigation 276, 2016 UGS (2016 Recent Sampling Data) Great Salt Lake Brine Chemistry Database, Revision November 30, 2016

USGS (1992) Waddel, K.M., et al, Salt Budget for West Pond, Utah, April 1987 to April 1988.

USGS, (1967). Specific yield – compilation of specific yields for various materials. United States Geological Survey, Water Supply Paper 1662-D. 80p.

USGS, (2006). Calculation of area and volume for the north part of Great Salt Lake, Utah. United States Geological Survey Open-File Report 2006-1359.

UGS, (1980). Great Salt Lake, a scientific, historical and economic overview, The Great Salt Lake Brine System, edited by J.W. Gwynn, Utah Geological Survey. 147p.

UGS, (2016). Great Salt Lakes North Arm salt crust. Utah Geological Survey, Report of Investigation 276.

UGS, (2020). Great Salt Lake brine chemistry database, Revision June 26, 2019. http://geology.utah.gov/popular/general-geology/great-salt-lake/#tab-id-5.

Utah Geological and Mineral Survey, Bulletin 116, (1980) Great Salt Lake Industrial Processing of Great Salt Lake Brines by Great Salt Lake Minerals & Chemicals Corporation.


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25			Reliance on Information Provided by Registrant

The QP has relied upon Compass Minerals’ information and data in completing this TRS, in addition to written reports and statements of other individuals and companies with whom it does business. Materials provided by Compass Minerals include permits, licenses, historic exploration data, pumping data, production records, equipment lists, geologic and ore body resource and reserve information, mine modeling data, financial data and summaries, plant equipment specifications and summaries, and plant process information. It is believed that the basic assumptions are factual and accurate, and that the interpretations are reasonable. This data has been relied upon in the mine capital and cost planning, and audited and there is no reason to believe that any material facts have been withheld or misstated. The QP has taken all appropriate steps, in its professional judgment, to ensure that the work, information, or advice from outside governmental agencies and historic engineering and design studies and evaluations are sound and the QP does not disclaim any responsibility for this Technical Report Summary.


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26			Date and Signature Page

Signed on December 14, 2022

Prepared by a Qualified Person


/s/ Joseph Havasi

Joseph Havasi, CPG-12040

Exhibit 96.3

TECHNICAL REPORT SUMMARY

SALT MINERAL RESERVE STATEMENT

COMPASS MINERALS INTERNATIONAL, INC.

COTE BLANCHE MINE

LOUISIANA, USA

Effective Date: September 30, 2021

Initial Report Date: November 29, 2021

Amended Report Date: December 14, 2022


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Table of Contents
List of Abbreviations		viii
1.0	Executive Summary	1
2.0	Introduction	8
2.1	Registrant	8
2.2	Terms of reference and purpose	8
2.3	Sources of information	8
2.4	Details of inspection	8
2.5	Report version	9
3.0	Property description	10
3.1	Property location	10
3.2	Property area	12
3.3	Mineral titles	12
3.3.1	History of titles	13
3.3.2	Amended lease	13
3.4	Mineral rights	14
3.5	Encumbrances	14
3.6	Other Significant Factor and Risks	15
3.7	Royalties Held	16
4.0	Accessibility, Climate, Local Resources, Infrastructure, & Physiography	17
4.1	Topography, elevation, and vegetation	17
4.2	Means of access	18
4.3	Climate and operating season	19
4.4	Infrastructure availability and sources	20
5.0	History	21
6.0	Geological Setting, Mineralization, and Deposit	21
6.1	Geologic description	21
6.2	Mineral Deposit Type	23
6.3	Stratigraphic Section	24
7.0	Exploration	26
7.1	Procedures – Exploration Other than Drilling	26
7.2	Exploration Drilling	29
7.3	Procedures - Drilling Exploration	30
7.4	Characterization of Hydrology	31
7.5	Exploration – geotechnical data	32
7.6	Exploration plan map	33
7.7	Description of relevant exploration data	33
8.0	Sample Preparation, Analysis, and Security	35
8.1	Sample preparation and quality control	35
8.2	Sample analyses	35


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8.3	Sample quality control and assurance	35
8.4	Adequacy of Sample Preparation	35
8.5	Analytical Procedures	36
9.0	Data verification	37
9.1	Data Verification Procedures	37
9.2	Conducting verifications	37
9.3	Opinion of Adequacy	38
10.0	Mineral Processing and Metallurgical Testing	39
10.1	Nature and extent	39
10.2	Degree of Representation	39
10.3	Analytical and Testing Laboratories	39
10.4	Recovery Assumptions	39
10.5	Adequacy of Data	40
11.0	Mineral Resource Estimates	41
11.1	Introduction	41
11.1.1	Key Assumptions and Parameters	43
11.1.2	Methodology	43
11.2	Mineral Resource Statement	44
11.3	Estimates of Cut-off Grades	45
11.4	Resource Classification	46
11.5	Uncertainty of Estimates	47
11.6	Multiple Commodity Grade Disclosure	47
11.7	Relevant Technical and Economic Factors	47
12.0	Mineral Reserve Estimates	49
12.1	Introduction	49
12.2	Mineral Reserve Statement	50
12.3	Estimates of Cut-off Grades	51
12.4	Reserve Classification	51
12.5	Multiple Commodity Grade Disclosure	51
12.6	Risk of Modifying Factors	52
13.0	Mining Methods	53
13.1	Geotechnical and Hydrological Models	56
13.2	Production Details	57
13.3	Requirements for Stripping, Underground Development and Backfilling	62
13.3.1	Stripping	62
13.3.2	Underground Development	63
13.3.3	Backfilling	64
13.4	Mining Equipment, Fleet and Personnel	64
13.5	Map of Overall Salt Mining within Cote Blanche Salt Dome	66
14.0	Processing and Recovery Methods	67
14.1	Process Description	67


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14.2	Plant Throughput and Design	69
14.3	Transfer to Surface	70
14.4	Surface Transport	70
14.5	Waste Handling	70
14.6	Power Consumption	71
14.7	Personnel	71
15.0	Infrastructure	72
16.0	Market Studies	75
16.1	General marketing information	75
16.2	Material contracts required for production	77
17.0	Environmental, social, and Permitting	79
17.1	Results of environmental studies and baselines	79
17.2	Waste, tailings, and water plans – monitoring and management	79
17.3	Project permitting requirements	79
17.3.1	Air Permit	79
17.3.2	Surface Water Effluent Discharge Permit	79
17.4	Plans negotiations or agreements (environmental)	80
17.5	Mine Closure Plans	80
17.6	Adequacy assessment of plans	80
17.7	Local Hiring Commitments	80
18.0	Capital and Operating Costs	81
18.1.1	Capital Costs	81
18.1.2	Operating Cost	82
18.1.3	Assumptions	82
18.1.4	Accuracy	83
19.0	Economic Analysis	87
19.1.1	Operating Costs	87
19.1.2	Capital Costs	87
19.1.3	Economic analysis	88
19.1.4	Sensitivity Analysis	89
20.0	Adjacent Properties	100
21.0	Other Relevant Data and Information	101
22.0	Interpretation and Conclusions	102
22.1	Mineral resource	102
22.2	Mineral reserves	103
22.3	Financials	103
23.0	Recommendations	104
23.1	Geology and In-Seam Seismic	104
24.0	References	105


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25.0	Reliance on information provided by registrant	106
26.0	Date and signature page	107


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List of Tables
Table 1-1: Cote Blanche Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						4
Table 1-2: Cote Blanche Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						5
Table 2-1: Site Visits						9
Table 7-1: Summary of Salt Intersects from Mud-Rotary Drilling Campaigns						31
Table 7-2: Values and factors used in modelling rock mechanics						33
Table 10-1: Chemical and Physical Characteristics of Cote Blanche deicing salt						40
Table 11-1: Cote Blanche Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						44
Table 12-1: Cote Blanche Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						50
Table 13-1: Summary of key assumptions in the definition of the Cote Blanche Reserves						62
Table 13-2: Table of Equipment Utilized in the Mining Method						65
Table 14-1: Mill Plant Categories						69
Table 14-2: Summary of Electrical Usage						71
Table 14-3: Summary of Personnel Employed						71
Table 16-1: World Forecast Demand for salt by region						75
Table 16-2: USA and Canada: Production, trade and apparent consumption of salt, 2010-2019						76
Table 16-3: USGS Summary of US Salt Pricing						76
Table 16-4: Summary of Cote Blanche Mine Production and Sales by Segment						77
Table 18-1: Summary of Capital and Operating Costs: 2017 - 2021						84
Table 18-2: Summary of Capital Expenses through 2026						85
Table 19-1:Life of Mine Cash Flow Analysis						90
Table 19-2:Sensitivity Analysis: Cost Factors						99
Table 19-3: Sensitivity Analysis: Price						99
Table 23-1: Summary of Annual Costs for Recommended Work						104


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List of Figures
Figure 3-1: Five Salt Domes in Louisiana						10
Figure 3-2: Cote Blanche Mine Property Location Map						11
Figure 3-3: Aerial View of Cote Blanche Island						12
Figure 4-1: USGS 7.5 minute Topographic Quadrangle Map: Cote Blanche Island						17
Figure 4-2: Ferry Landing and Barge Canal Rights of Way						19
Figure 6-1: Stratigraphic Section						24
Figure 6-2: Geologic Cross Section of Cote Blanche Island						25
Figure 7-1: Summary of Raw (top) and Interpreted (bottom) results from 2016 Seismic survey on level 1500						28
Figure 7-2: Summary of Raw (top) and Interpreted (bottom) results from 2016 Seismic survey on level 1500						28
Figure 7-3: Exploration Intersects with Top of Salt Diapir						30
Figure 7-4: Top of Salt Diapir Validation Drill Hole Locations						33
Figure 10-1: Finished product passing #30-Mesh Screen						40
Figure 11-1: Contours of the Cote Blanche Salt Dome						42
Figure 13-1: The Room and Pillar Mining Method at Cote Blanche						54
Figure 13-2: Typical Modelling of the Room and Pillar Layout: 1500-Foot Level Example						56
Figure 13-3: 1300-foot Level Mine Plan Map						58
Figure 13-4: 1500-foot Level Mine Plan Map						59
Figure 13-5: 1700-foot Level Mine Plan Map						61
Figure 13-6: Underground Infrastructure – Screen Plant						63
Figure 13-7: Possible Final Mine Outline						66
Figure 14-1: Flow Sheet of Cote Blanche Handling and Processing						68
Figure 14-2: Plan Layout of Processing - Underground						68
Figure 14-3: Mill Plant Flow Sheet						69
Figure 14-4: Cote Blanche Mining Flowchart						70
Figure 15-1: Cote Blanche Island Infrastructure						73
Figure 15-2: Cote Blanche Barge Canal and Loadout Areas						74
Figure 16-1: Roskill Real and Nominal Price Forecast for Deicing Salt through 2028						77


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List of Abbreviations
Abbreviation						Unit or Term
%						percent
~						approximately
°						degree
AuEq						gold equivalent
C$						Canadian dollar(s)
EA						Environmental Assessment
EIS						environmental impact statement or environmental impact study
ft						foot or feet
g						Gram
G&A						general and administrative
g/t						grams per ton
gpm						gallons per minute
GSL						Great Salt Lake
h or hr						hour(s)
koz						thousand ounces
kt						thousand tons
L/s						liters per second
lb						pound or pounds
Mg/L						Milligrams per liter
min						minute
Mt						million tons
sec						second
SMU						selective mining unit
SRM						standard reference material
STM						short term modeling
t						ton(s) (2,000 lb)
t/d						tons per day
t/h						tons per hour
t/y						tons per year
TSF						tailings storage facility
US$						United States Dollar
y or yr						Year


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1			Executive Summary

The lease has an effective end date of June 30, 2060, unless earlier terminated. In the event that no actual mining is being completed during any five consecutive years, the lessor has the option to cancel the lease. As lessee, the Company may exercise two options to extend the term of the lease, each for a 25-year period upon the same terms and conditions contained in the lease. The Company is required to hoist a minimum of 1,500,000 tons of salt annually in order to keep the lease in full force and effect. Under the terms of the lease, the royalty for each calendar year is equal to the Net F.O.B. Mine Sales Revenue Per Ton (as defined below), multiplied by the Applicable Royalty Rate (as defined below), multiplied by the number of tons of salt hoisted from the Cote Blanche mine in that calendar year. The “Net F.O.B. Mine Sales Revenue Per Ton” for each calendar year is the quotient of the total bulk sales revenue (excluding any taxes) of the Company and its affiliates for salt sold from the Cote Blanche mine in bulk (in units of 1 short ton or more) (“Total Bulk Sales Revenue”) reduced for all freight in, freight out, fuel surcharge, additives, depot/warehouse storage, handling and operating costs, promotions/discounts and other costs as are properly deducted under generally accepted accounting principles in that calendar year, divided by the total number of tons sold. The number of tons of salt sold is the same number of tons used to generate the Total Bulk Sales Revenue. The “Applicable Royalty Rate” for 2014 and each succeeding calendar year is as follows: 2014, 4.7%; 2015, 4.9%; 2016, 5.1%’ 2017, 5.3%; and 2018 and thereafter, 5.5%.

The lease further provides that if, on or before January 1 of 2034, 2059 or 2084 (each, a “Review Year”), the lessor or the Company determines that, in operation, the royalty provisions of the


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lease result in the lessor receiving more or less than 5.5% of the fair value of salt at the minehead free of all costs at that point (the “Royalty Standard”).

There has been extensive historical oil and gas exploration on and adjacent to Cote Blanche Island, but the Company only has access to mapping and reports that are publically available from external subsurface exploration. While the historical data provide a strong depiction of the salt ore body, the Company has undertaken in-seam seismic and mud-rotary drilling to verify and validate salt diapir position, morphology and margin at the Cote Blanche mine. The nature of salt diapirs lends itself to a strong understanding of the homogeneity of the morphology and mineralogy of the ore body. Thus, the primary concerns within the salt diapir are understanding the margin of the diapir to support the mine plan by ensuring geotechnical stability, and mapping the localized presence of sandstone partings and seams that are encountered from time to time as well as sheer planes along margins of salt stock formations. The combination of historic data collected through externally funded and directed seismic and drilling programs for oil and gas exploration in strata surrounding the diapir, combined with Compass Minerals’ salt diapir morphology validation drilling has created a reasonably strong characterization of the definition of the salt diapir.

As the mining continues and progresses to the next deeper mining level at 1,700 feet and eventually to the 1,900-foot level, definition of the upper surface of the salt diapir is no longer necessary as mining will be below the current mining level. Therefore, mud-rotary drilling to validate the salt dome surface will no longer be necessary and instead the mining operation will continue its in-seam seismic data collection to assess the potential for potential anomalies, and as mining progresses to the outer margins of the mine plan, and verify that the lateral margins of the diapir are not within the Company’s self-determined, 400-foot setback of mineral extraction.

The Cote Blanche mine utilizes the room and pillar method of extraction. In this method, excavations (rooms) are recovered by mining and are alternated with areas of undisturbed salt


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(pillars) that form the necessary support for maintaining stability of the mine roof. The layout of the rooms and pillars and their respective sizes are optimized to maximize the ratio of salt extracted, relative to in situ salt, while still meeting safety and surface subsidence requirements. All levels in the current mine plan, 1,300-foot through the 1,900-foot levels, are currently mining or are planned to be operated in the same manner, with the same mining parameters and with the same set of unit operations, altered only by the footprint of the mining of the room and pillar method as modified to reflect the constraints of the planned level and the lateral constraints of the salt dome contours of each level.


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require an operating permit for the Cote Blanche mine. Air and NPDES permits are maintained by the site. The site is located in a Coastal Protection Zone and therefore any new site disturbance requires permitting by the U.S. Army Corps of Engineers and the Louisiana Office of Coastal Management. Initial operations at the site predate the Coastal Resources rules so no formal reporting is required under this process.

Summaries of the Cote Blanche mine’s salt mineral resources and mineral reserves as of September 30, 2021 and December 30, 2020 are shown in Tables 1-1 and 1-2, respectively. Joseph Havasi, who is employed full-time as the Director, Natural Resources of the Company, served as the QP and prepared the estimates of salt mineral resources and mineral reserves at the Cote Blanche mine.

Table 1-1. Cote Blanche Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Resource (tons)(1)(3)(4)(5)(6)(7)
Resource Area(2)(8)	As of September 30, 2021	As of December 31, 2020
Measured Resources
1,300-Foot Level	25,491,881	25,491,881
1,500-Foot Level	16,448,712	20,494,440
Total Measured Resources	41,940,593	45,986,321
Indicated Resources
1,300-Foot Level	12,373,509	12,373,509
1,500-Foot Level	9,028,840	9,028,840
1,700-Foot Level(9)	361,584,762	361,584,762
1,900-Foot Level(9)	246,045,618	246,045,618
Total Indicated Resources	629,032,729	629,032,729
Measured + Indicated Resources
1,300-Foot Level	37,865,390	37,865,390
1,500-Foot Level	25,477,552	29,523,280
1,700-Foot Level(9)	361,584,762	361,584,762
1,900-Foot Level(9)	246,045,618	246,045,618
Total Measured + Indicated Resources	670,973,322	675,019,049
Inferred Resources
1,700-Foot Level(9)	32,915,833	32,915,833
1,900-Foot Level(9)	130,851,531	130,851,531
Total Inferred Resources	163,767,364	163,767,364

(1) Mineral resources are not mineral reserves and have not demonstrated economic viability.

(2) Underground mineral resources are reported based on assumed 75-foot mining horizons, discounted for areas not accessible due to proximity to oil wells.


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(3) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(4) Included process recovery is 94% based on production experience. Included mining recovery is approximately 56% based on the room and pillar layout.

(5) Although the actual sodium chloride grade is less than 100%, it is not considered in the reserve, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(6) A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(7) There are multiple salable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data described in Section 16 of the Cote Blanche TRS. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $61.41 per ton. Gross sales prices are projected to increase to approximately $706.49 per ton for rock salt for road deicing through year 2138 (the current expected end of mine life).

(8) Based on approximate areas of: 5,399,000 square feet (“ft2”) for the 1,300-foot level; 2,991,000 ft2 for the 1,500-foot level; 45,721,000 ft2 for the 1,700-foot level; 50,293,000 ft2 for the 1,900-foot level; and 104,404,000 ft2 in the aggregate.

(9) The 1,700-foot and 1,900-foot levels have been approximated using the 1,300-foot and 1,500-foot level contours, respectively, in alignment to the 400-foot contact distance restriction and site and safety constraints.

Table 1-2. Cote Blanche Mine – Summary of Salt Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Reserve (tons)(1)(3)(4)(5)(6)(7)
Reserve Area(2)(8)	As of September 30, 2021	As of December 31, 2020
Proven Reserves
1,300-Foot Level	13,316,339	13,316,339
1,500-Foot Level	8,136,420	10,422,256
Total Proven Reserves	21,452,759	23,738,595
Probable Reserves
1,700-Foot Level(9)	113,853,955	113,853,955
1,900-Foot Level(9)	122,693,422	122,693,422
Total Probable Reserves	236,547,378	236,547,378
Total Reserves
1,300-Foot Level	13,316,339	13,316,339
1,500-Foot Level	8,136,420	10,422,256
1,700-Foot Level(9)	113,853,955	113,853,955
1,900-Foot Level(9)	122,693,422	122,693,422
Total Reserves	258,000,137	260,285,972

(1) Ore reserves are as recovered, saleable product.

(2) Underground mineral reserves are reported based on assumed 75-foot mining horizons, discounted for areas not accessible due to proximity to oil wells.

(3) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(4) Included process recovery is 94% based on production experience. Included mining recovery is approximately 56% based on the room and pillar layout.

(6) A cut-off grade was not utilized for the calculation as the recovered in situ product quality is constant and saleable after processing.


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Cote Blanche TRS. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $61.41 per ton. Gross sales prices are projected to increase to approximately $706.49 per ton for rock salt for road deicing through year 2138 (the current expected end of mine life).

(8) Based on approximate areas of: 5,399,000 ft2 for the 1,300-foot level; 2,991,000 ft2 for the 1,500-foot level; 45,721,000 ft2 for the 1,700-foot level; 50,293,000 ft2 for the 1,900-foot level; and 104,404,000 ft2 in the aggregate.

(9) The 1,700-foot and 1,900-foot levels have been approximated using the 1,300-foot and 1,500-foot level contours, respectively, in alignment to the 400-foot contact distance restriction and site and safety constraints.

The Company’s salt-producing locations do not utilize exploration in the development of their assumptions around mineral resources or reserves. The mineral deposits are restricted in access by bodies of water, and industry techniques used for geological exploration for other types of mineral deposits, specifically collection of rock core from drilling, can be degradational to the salt ore being assessed. Given the nature of the salt mineral and each site’s proximity to water bodies, this limitation impedes the validation of mineral resources and reserves using exploration drilling techniques. Accordingly, geophysical techniques are utilized at Cote Blanche to assist in mine planning, and to verify that there are no obstructions ahead of advancement of the mine in the form of geological anomalies or structural features, such as faults that could affect future mining. In conducting these geophysical campaigns, including in-seam seismic and ground penetrating radar technologies, the Company is able to identify the continuity of ore-body ahead of mining. Unlike Goderich, in-seam directional drilling is not conducted at Cote Blanche because of the finite lateral extent of the diapir, and risks associated with intersecting the margin of the diapir.

Geological modeling and mine planning efforts serve as a base assumption for resource estimates at each significant salt-producing location. These outputs have been prepared by both Company personnel and third-party consultants, and the methodology is compared to industry best practices. Mine planning decisions, such as mining height, execution of mining and ground control, are determined and agreed upon by Company management. Management adjusts forward-looking models by reference to historic mining results, including by reviewing performance versus predicted levels of production from the mineral deposit, and if necessary, re-evaluating mining methodologies if production outcomes were not realized as predicted. Ongoing mining and interrogation of the mineral deposit, coupled with product quality validation pursuant to industry best practices and customer expectations, provides further empirical evidence as to the homogeneity, continuity and characteristics of the mineral resource. Ongoing quality validation of production also provides a means to monitor for any potential changes in ore-body quality. Also, ongoing monitoring of ground conditions within the mine, surveying for evidence of subsidence and other visible signs of deterioration that may


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signal the need to re-evaluate rock mechanics and structure of the mine ultimately inform extraction ratios and mine design, which underpin mineral reserve estimates.

The Cote Blanche Mine deposit supports continued successful exploitation, given the size, grade, metallurgical characteristics, developed infrastructure, and the knowledge and experience of the individuals engaged in the project. The uncertainty and risk associated with the historic exploration data is mitigated where possible, through continued knowledge gained in the extraction and interrogation of the salt deposit, annual in-seam seismic campaigns and mud-rotary diapir surface validation drilling.

When determining the differences between resources and reserves, management developed specific criteria, each of which must be met to qualify as a resource or reserve, respectively. These criteria, such as demonstration of safety, operational sustainability, integrity of the mine workings, economic viability, points of reference, and grade that are specific and attainable. The QP believes the criteria for the purposes of estimating resources and reserves are reasonable. Calculations using these criteria are reviewed and validated by the QP. Estimations and assumptions were developed independently for Cote Blanche.

Sensitivity analysis indicates the following conclusions from the life of mine cash-flow analysis.

•If mining operating costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•If capital construction costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•The facility can also withstand a decrease in average selling price of 16.5% from those currently estimated, which equates to $51.89/ton, according to the sensitivities shown in Table 19-1. As the modelled, the NPV of the project would be negative at 20% reduction in average selling price.


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2			Introduction


2.1			Registrant

This Technical Report Summary (this “TRS”) was prepared in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K (Title 17, Part 229, Items 601(b)(96) and 1300 through 1305 of the Code of Federal Regulations) promulgated by the Securities and Exchange Commission (“SEC”) for Compass Minerals International, Inc. (“Compass Minerals” or the “Company”) with respect to estimation of salt mineral reserves for Compass Minerals’ existing operation producing salt in Cote Blanche, Louisiana, USA (referred to as the “Cote Blanche Mine”, “Cote Blanche mine” or the “Mine”).


2.2			Terms of Reference and Purpose

Unless stated otherwise, all volumes and grades are in U.S. customary units and currencies are expressed in constant third quarter 2021 U.S. dollars. Distances are expressed in U.S. customary units.

The purpose of this TRS is to fulfill the requirements of a Mineral Reserve Assessment for the Cote Blanche Mine.

The effective date of this Technical Report Summary is September 30, 2021.


2.3			Sources of Information

This TRS is based upon technical information and engineering data developed and maintained by local personnel at the Cote Blanche Mine site, Compass Minerals’ corporate supporting resources and from work undertaken by third-party contractors and consultants on behalf of the Mine. In addition, public data sourced from the United States Geological Survey (“USGS”), internal Compass Minerals technical reports, previous technical studies, maps, Compass Minerals letters and memoranda, and public information as cited throughout this TRS and listed in Section 24 “References.

This report was prepared by Joseph R. Havasi, MBA, CPG-12040, a qualified person.


2.4			Details of Inspection

The following table summarizes the details of the personal inspections on the property by the qualified person.


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QP	Date(s) of Visit	Details of Inspection
Joe Havasi	August 2010 – February 2018	Mr. Havasi visited the site in support of miscellaneous projects and met with Site, Engineering, and Financial Management over a period of eight years ahead of exploration activities.
Joe Havasi	February 2018 – April 2018	Installation of exploratory drill holes DH-1 through DH-2
Joe Havasi	February 2018 – April 2018	Installation of exploratory drill hole DH-3
Joe Havasi	February 2019 – April 2020	Installation of exploratory drill holes DH-3 through DH-5
Joe Havasi	February 2020 – March 2020	Installation of exploratory drill holes DH-6 through DH-9
Joe Havasi	April 2021	Mr. Havasi visited the site in support of miscellaneous projects and met with Site, Engineering, and Financial Management.
Joe Havasi	September 2021	Mr. Havasi visited the site in support of miscellaneous projects and met with Site, Engineering, and Financial Management.

Source: Compass Minerals

Table 2-1: Site Visits


2.5			Report Version

This TRS is an update of the TRS with respect to sodium and Salt resource and reserve estimates at the Cote Blanche Mine, dated November 29, 2021, with an Effective Date of September 30, 2021, prepared by Joseph Havasi as the qualified person, which was previously filed as Exhibit 96.2 to Compass Minerals’ Transition Report on Form 10-KT for the transition period from January 1, 2021 to September 30, 2021, filed November 30, 2021.


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3			Property Description

There are over 500 salt domes in the onshore and near offshore part of the northern Gulf Coast Region, and others occur in Mexico, Central America, Cuba, and under the Gulf of Mexico (Halbouty, 1979). However, only six domes in Louisiana contain conventional underground salt mines (the Five Islands in the coastal basin) (Figure 3-1). The Cote Blanche Mine began producing salt in 1965.

Figure 3-1: Five Salt Domes in Louisiana

Source: Halbouty, 1979


3.1			Property Location

The Cote Blanche Mine is located in south-central Louisiana in the Parish of St. Mary (T15S, R7E), at the northern edge of Cote Blanche Hummoch, commonly called Cote Blanche Island. The Mine is situated approximately 26 miles south of the town of New Iberia, Louisiana, south of Highway 83 along the coast at the end of Cote Blanche Road. The approximate GPS coordinates of the site facilities are latitude 29.751219°, longitude -91.723312° (Figure 3-2).


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Figure 3-2: Cote Blanche Mine Property Location Map

Cote Blanche Island is situated between the Intra-Coastal Waterway and Cote Blanche Bay on the Gulf of Mexico. The island is accessible by boat or vehicle via a cable ferry. The Mine is approximately 2 hours west of New Orleans, Louisiana and approximately 26 miles southeast of New Iberia, Louisiana on the Gulf Coast. Figure 3-3 provides an overview of the mine.


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Figure 3-3: Aerial View of Cote Blanche Island

Source: Google Earth


3.2			Property Area

Cote Blanche Island, where Compass Minerals’ Cote Blanche mining operations are located, is unique in that the island is a result of the uprising of the salt diapir, and the island perimeter generally mimics the areal extent of the salt diapir. As such, the diapir caused an upwelling of the ground surface, creating a uniquely elevated hummoch with a ground surface elevation ranging from zero ft. above mean sea level amsl to a maximum elevation of 97 ft. amsl, with an average diameter of about 1.68 miles (1.86 miles N-S, 1.51 E-W). The resulting elevated topography forms an island relative to the surrounding marshlands of approximately 1,635 acres. Compass Minerals leases the entirety of island from a private ownership group, excepting 115 acres of the southeastern sector of the island, for a total mineral lease of 1,520 acres. The legal boundary of the island is illustrated on Figure 3-3.


3.3			Mineral Titles


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3.3.1			History of Titles

The following provides a summary of the lease under which Compass Minerals conducts its mining operations, as stated in the 2003 Mineral Reserves Analysis completed by Maptec. A “Salt & Surface Lease”, dated as of June 12, 1961 (as amended and restated on January 1, 2004, the “Lease”), with the owners of the property (referred to herein, collectively, as the “Lessor”) provides the authority for Compass Minerals to mine the Cote Blanche Mine site.

The history of the operation is as follows:

•Domtar Industries, Inc. 1961 – 1990

•Compass Minerals Louisiana Inc. (formerly known as Carey Salt Company) 1990 - present


3.3.2			Amended Lease


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3.4			Mineral Rights

As mentioned in Section 3.3, the lease grants salt rights to Compass Minerals for all salt above 3,000 feet below ground surface, excepting salt located within the 115 Acre Tract.


3.5			Encumbrances

The Lease provides that the Lessor has full right to grant future oil, gas and other mineral leases, except salt, provided that each such future oil, gas and mineral lease shall expressly obligate the lessee to cooperate with Compass Minerals in the conduct of its operations in order that the purposes of both leases may be best effectuated. The Lease obligates Compass Minerals to cooperate with the oil, gas and mineral lessee so as to permit drilling of oil and/or gas wells.

The Lease expressly states that, unless written permission of the Lessor is first obtained, there is to be no digging for or mining of rock salt by Compass Minerals, or anyone claiming by or through Compass Minerals, in or from any formation, strata or horizon lying below a depth of 3,000 feet from the surface of the earth, provided this shall not restrict the right of Compass Minerals to drill brine wells and conduct brine operations at a greater depth.

The Lease also prohibits the Lessor from, directly or indirectly, storing or allowing or granting rights to any third party to store hydrocarbons (including liquefied natural gas) at pressures above atmospheric pressure on or under Cote Blanche Island (including the 115 Acre Tract) until June 30, 2039. The Lessor does have the right to pursue, initiate or permit the storage of


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hydrocarbons at atmospheric pressure below 3,000 feet or above 3,000 feet within the 115 Acre Tract.

The Mine is not subject to any known encumbrances in the form future permitting requirements, permit conditions, violations or fines.


3.6			Other Significant Factors and Risks

Cote Blanche Mine is located in a relatively remote location for delivery of goods and services and requires diligent planning and site management to ensure continuous and consistent operation. Also, due to its location in the coastal region of the Gulf of Mexico, the Mine and its facilities are subject to the regional storms and extreme weather patterns, such as hurricanes and tropical depressions, which can impact production and cause varying levels of damage requiring repairs, as reviewed in Section 4.3)..

According to the ESRI/ FEMA Map 220192 0200B dated October 18, 1983, the site is in flood Zone C. The surrounding areas are in Zone V17, with elevations between 16 and 17 feet amsl. The site sits atop a salt dome that is high ground in the area. The site elevation varies from the lowest point to the southwest at 12 feet to the highest in the north at 55 feet. The barge dock is at sea level. The lowest critical infrastructure (besides the dock) is the mine ventilation fan at 18ft.

The average recorded annual rainfall for this area is 50.27 inches.

There is a detailed written Hurricane Preparedness Plan in place with a six-phase approach and assigned duties. Current measures/controls that address the risk of flood are as follows:

•Fixed electrical installations are located away from water in elevated areas.

•Mine access road is crowned for drainage and ditched for the entire length.

•The lowest level at the mine is the fan at the 16-ft shaft which is 16 ft above sea level. A cover may be attached over this which elevates lowest level to 27 ft above sea level at the 16’ production shaft collar. Sand bags can also be placed around the shaft collar to further increase the level to 31 ft.

•To date the mine has experienced numerous hurricanes and severe weather events with no damage or equipment loss resulting from storm surge or flooding, such as.

•Hurricane Katrina (2005): A 500-year storm event occurred with minimal damage to facilities.

•During Hurricane Lily in 2001, the tidal surge was reportedly 10ft with nominal impact to the site.

•During Hurricane Andrew in 1992, in which the eye of that Category 3 hurricane passed directly over Cote Blanche Island, the storm/ tidal surge was nowhere


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near the mine entrances and damage to the mine was minimal (damage to surface buildings), with no flooding and no business disruption.


3.7			Royalties Held

Not Applicable.


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4			Accessibility, Climate, Local Resources, Infrastructure, & Physiography


4.1			Topography, Elevation and Vegetation

The salt intrusion has an overlying ground surface elevation ranging from zero ft. amsl to a maximum elevation of 97 ft. amsl (Figure 4-1). The resulting elevated topography forms an island of approximately 1,635 acres. The dome has an average diameter of about 1.68 miles (1.86 miles N-S, 1.51 E-W).

Figure 4-1: USGS 7.5 minute Topographic Quadrangle Map: Cote Blanche Island

Source: Compass Minerals


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Cote Blanche Island is located on the northern edge of the extensive Atchafalaya-Vermillion Bay estuarine complex. This complex consists of several bays: Atchafalaya Bay, East and West Cote Blanche Bays and Vermilion Bay. The bays are generally shallow and are rimmed by brackish intermediate, and fresh marshes on the north and by predominantly brackish marsh on the south.

The marsh in the immediate vicinity of Cote Blanche Island is classified as an intermediate marsh, while the marsh a short distance to the west is brackish. Cultivated crop land (sugar cane) is found a few miles north of the site.

The intermediate marsh surrounding the island is made up of such typical vegetation as wire grass, saw grass, wild millet, bullwhip and bull tongue. The intermediate marsh contains a greater diversity of plant life than the brackish marsh.

The island is heavily forested with upland hardwoods, which occur primarily on moist sites. The dominant trees are live oak, magnolia and hickory with a conspicuous understory of yaupon, French mulberry and immature trees. The oak hickory-magnolia association extends down to the surrounding marsh. Vines and understory plants are dense along the roadsides and transmission line corridors. Heavy accumulations of leaf litter do not occur on the island due to high temperatures and abundant rainfall aiding fast decomposition.


4.2			Means of Access

The Mine is located 26 miles south of New Iberia, Louisiana. The site is accessed by heading southeast on State Highway 90, then heading southeast on Louisiana State Highway 83 for 11 miles on paved road and then traveling south on gravel roads for 1.5 miles to the Cote Blanche Crossing (Figure 4-2). Compass Minerals accesses Cote Blanche Island via two rights-of-way (“ROWs”) with a separate private landowner group. The Ferry Landing and Barge Canal ROWs are illustrated in white in Figure 4-1.

New Iberia is served by a small regional airport and a transcontinental railroad.

To access to the island, employees, visitors, shipments and vendors cross the Gulf Intercostal Waterway by ferry boat that Compass Minerals operates and maintains (Figure 4-2). At the crossing, the ferry is boarded and the channel traversed to the 1.8 miles of road leading to the mine site.

Compass Minerals also maintains a right-of-way agreement with the same landowner group for the barge canal, which is utilized for barge access to the mine (Figure 4-2).


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Figure 4-2: Ferry Landing and Barge Canal Rights of Way

Source: Compass Minerals


4.3			Climate and Operating Season

The climate and seasons at Cote Blanche are typical of the southern coastal area of Louisiana. Operations at the mine are maintained year-round and are impacted by regional storm activity in the form of tropical storms, hurricanes and seal level condition. Cote Blanche Island averages approximately 60 inches of rainfall per annum referencing information for New Iberia (Weather averages New Iberia, Louisiana, English, US Climate Data). Cote Blanche Island is highly exposed to the weather patterns of the Gulf region and experiences impacts from tropic storms and hurricanes. These events have the potential to force delays in operations and result in storm damage at the mine which contributes to overall operational costs and a potential for additional infrastructure investment.


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4.4			Infrastructure Availability and Sources

The Mine has a barge loading dock, administrative offices and other services related structures. Power is supplied to the site by CLECO Power nearby power lines that are fed directly from the main power grid and there are telephone and cellular connections. Water is provided to the Mine by privately owned and operated wells that are on the Mine site. Additional infrastructure detail is provided in Section 15.

The Mine has been well established and in the community for over 50 years. The communities of New Iberia, Broussard and Lafayette, Louisiana have the required infrastructure (shopping, emergency services, schools, etc.) to support the workforce.


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5			History

Pre-Cote Blanche Mine Production

Historic reports indicate that exploration in the Cote Blanche dome dates to as early as 1919, when six holes were drilled. Early exploration work targeted oil, gas, and sulphur; drilling therefore was often stopped when holes intersected salt. Exploration specifically targeting salt was initiated by Carey Salt Co. in 1958. In 1959, Carey Salt Co. retained Longyear to drill three exploration holes and submit a report containing a proposed mining plan and recommendations for future geologic work.

The holes were completed, but exploration costs are reported to have exceeded budgeted costs. Hole 6, a test hole designed to test a possible shaft location, encountered serious difficulties when it encountered a gas pocket at 715 feet. In 1960, Pennsylvania Drilling Co. drilled three additional holes; no records are available from this period.

In 1961, Grafton Drilling Co. drilled two additional holes, one of which was designed to test ground for a possible shaft location; the existing 8 ft and 14 ft shaft are located near this historic hole. Historic reports note that drilling invariably showed high grade rock salt, but that due to the steep dip of the salt strata vertical diamond drill holes do not obtain representative samples.

Mine Construction and Ownership

Mine construction was initiated in 1961 by Domtar Industries, Inc. Domtar constructed the 8-foot and 14-foot shafts and the barge loadout facility over the next four years, and salt production commenced in 1966. Operations transferred by sale from Domtar Industries to Carey Salt Company (now known as Compass Minerals Louisiana Inc.) in 1990 upon the DG Harris Company purchasing North American Salt Company in 1990, including the Cote Blanche Mine in 1990. The Mine operated as Carey Salt thereafter. The salt assets of DG Harris Company were sold to IMC Global (“IMC”) in 1997. IMC sold a majority of its salt operations, including the Cote Blanche mine, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.


6			Geological Setting, Mineralization, and Deposit


6.1			Geologic Description

Approximately 170 million years ago, shallow seas began to infiltrate Louisiana and the Gulf Coast. These shallow seas had restricted circulation from other larger bodies of water. This caused large amounts of salt and other evaporates to deposit, creating large salt deposits named the Louann Formation. After this cycle of evaporitic deposition, the Gulf of Mexico was flooded by a much larger open sea. Due to the relative buoyancy of the Louann salt, the salt


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pushed upward, through the overlying strata. The upwelling of the salt created the diapirs, or salt domes throughout the Gulf Coast region.

The Cote Blanche salt dome is one the five ‘island salt domes’ in the Gulf Coast region. The five island domes form a northwest-southeast trend approximately 60 miles long, and each dome consists of one or more salt diapirs which have risen upward relative to 3 to 20 km of overlying sediment from their original horizontal position in the Permian-Jurassic Louann Formation.

According to the Southeastern Geological Survey Guidebook, thicknesses of the Louann Salt range from 1000 meters in the East Texas and Northern Louisiana salt basins, 1200 to 1500 meters for the Mississippi salt basin and coastal belt from southeast Texas to southern Louisiana (including the Cote Blanche area), and up to 3000-4000 meters in the Texas-Louisiana continental slope area. Up to 2000 meters of rock salt may be in the southern area in the Gulf of Campeche. The stratigraphic position of the “mother salt” layer of the Louann is presently as much as 18 km deep (60,000 feet; 11.2 miles), although it is assumed that no salt is left at that level (having long since been mobilized and evacuated in concert with sedimentation), and no salt was actually that deep (the original position having subsided with sediment loading) (Kupfer et al. 1995).

The Louann Salt is composed primarily of medium- to coarsely-crystalline, translucent light-medium gray, to opaque white, halite (up to ~98%), with lesser anhydrite (up to 10%;), and minor sylvite. The darker gray bands of halite are generally richer in anhydrite (Kupfer et al., 1995). Pyrite, quartz, and dolomite occur in trace amounts. Carnalite (KMgCl3 . 6H2O) and various Borate Group minerals have also been reported to form the Louann (Gann et al., 1987; Dockery and Thompson, 2016). On average, halite crystals are between 5-15 mm (generally 0.5 to 1cm) in length, but some are larger (“pegmatitic salt”). Halite crystals are usually interlocked, equigranular, and slightly elongated. Recrystallization is common. Larger crystals are usually associated with moisture, bubble-like inclusions of methane gas, or clastic sediment. A common rock salt texture at Cote Blanche (but rare in the other Five Island Domes) is poikiloblastic salt (a descriptor normally used in metamorphic rocks), in which small salt crystals are embedded in larger crystals (metacrysts). The anhydrite (CaSO4) occurs as small, disseminated, euhedral crystals. Sylvite (KCl/“potash”) is typically red or pink color. Some salt contains interstitial brines (connate water, trapped in the salt during its formation) which evaporate upon exposure, leaving residual iron oxide stains (limonite), coloring the salt yellow or red (and not to be confused with the pink-red color of sylvite). Halite stalactites may form in areas where the brines drip (Kupfer et al., 1995).

The Cote Blanche salt dome consists primarily of translucent to white salt interbedded with discontinuous bands of dark grey salt varying in thickness from several centimeters to over a meter. Banding at Cote Blanche, as in most other salt domes in the region, is primarily vertical to


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near vertical at a mine scale. Bands are interpreted to represent original bedding in evaporitic horizons, which have subsequently been deformed from horizontal into their current sub vertical orientations. At the scale of individual pillars, contorted banding shows that locally the salt has been tightly and complexly folded.

The Cote Blanche dome is somewhat unusual in that it does not have a cap rock (likely a function of local hydrogeologic conditions). In addition to the dark bands described in the previous section, the dome also contains thin beds of a reddish-brown Aeolian sandstone, as well as local zones of material known as ‘anomalous’ salt (i.e., material that is unusually coarse, discolored, friable, hard, or contains gas pockets). Salt mined from the dome is variable enough in terms of grain size, calcium (Ca) /magnesium (Mg) content, etc., that it is divided into three broad categories: chemical-grade salt, highway salt, and specialty (high-magnesium) salt.

In contrast to the other four major island salt domes in the USA, there is no underground evidence of an internal boundary zone at the Cote Blanche Mine that would indicate the convergence of two or more salt plumes.

As in all of the other Louisiana five island salt domes, the internal structure is nearly vertical, although locally salt beds have been observed to roll over to nearly 45⁰ from horizontal. Mapping shows internal structure to be extremely complex. The alternating bands of light and dark salt are considered to be original bedding from the evaporate sequence. Sediment inclusions occur mainly in the form of an interbedded sand, as opposed to the massive incorporation of elastic and organic debris in anomalous zones.

These sandy beds are considered original bedding for several reasons. First, they follow closely the trend of salt layering in occurrences throughout the mine; second, they maintain a fairly constant thickness (1 to 6 ft); third, the contact between the sand and the adjacent salt is very sharp; and fourth, the sand has a fairly consistent mineralogic composition. This sand unit is one of the few marker beds in the complexly folded salt strata. Another marker bed is a black, carbonaceous silt clay member.

The sandstone areas described above can form areas of disturbance or low salt quality, which can prove problematic during mining and therefore Compass completed a seismic survey during 2016 to improve the confidence in the modelling of such units on the 1500-foot level. Initial results have been received but the current investigation is on-going at the time of reporting. Based on these marker beds and structural mapping, it appears that although local folding is complex, the axis of a large fold runs from the northwest to the center of the mine.


6.2			Mineral Deposit Type

The salt at Cote Blanche is a sedimentary deposit. The deposit only extends to inside the boundary of the salt dome, as described in Section 6.1 Geologic Description.


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6.3			Stratigraphic Section

*Generalize stratigraphic section from Louisiana State University

Figure 6-1: Stratigraphic Section


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Figure 6-2: Geologic Cross Section of Cote Blanche Island


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7			Exploration

Exploration at the Cote Blanche Mine has been undertaken in a variety of forms since the early 1900s. The objective of exploration activities relative to the Cote Blanche salt diapir has been targeted towards assessing the presence of oil and gas in adjacent strata and traps outside of the diapir and through this data collection, a passive, but thorough characterization of the margin of the salt diapir was created. Generally, the characterization of the nature and extent of the salt diapir that uplifted Cote Blanche Island has benefited from oil and gas exploration in the form of drilling and seismic surveys conducted along the Louisiana Gulf Coast. Relative to the salt ore body that forms the diapir, the approaches used to explore and define the mineralogic properties of salt of the diapir have been unconventional relative to other non-salt ore bodies because of the soluble nature of salt when exposed to water.

While there has been extensive exploration on and adjacent to Cote Blanche Island, Compass Minerals only has access to mapping and reports that are publicly available from external subsurface exploration. While the data provide a strong depiction of the salt ore body, Compass Minerals has undertaken in-seam seismic and mud-rotary drilling to verify and validate the salt dome morphology to ensure that it maintains its self-determined setback from salt diapir margin of 400 feet. To that end, Compass Minerals’ sole objective in implementing its in-seam seismic and mud-rotary drilling campaigns is confirming salt diapir position, morphology and margin, and not for the purposes of the characterizing the ore body from a quality standpoint. The nature of salt diapirs lends itself to a strong understanding of the homogeneity of the morphology and mineralogy of the ore body. Thus, the primary concerns within the salt diapir are understanding the margin of the diapir to support the mine plan by ensuring geotechnical stability, and mapping the localized presence of sandstone partings and seams that are encountered from time to time as well as sheer planes along margins of salt stock formations. The Cote Blanche Mine has been in production since 1966, and this presence and experience has provided decades worth of data as to the nature of salt mineralogy and the products that can be produced through its extraction and production. The nature of the salt diapir’s mineralogic homogeneity provide reasonable confidence in the integrity and consistency of the Cote Blanche salt ore body, and risks inherent in drilling deeper or laterally to confirm mineralogy within the diapir are not worth the benefit of confirming what is reasonably known.


7.1			Procedures - Exploration Other than Drilling

In-seam Seismic Survey

As mining approaches the margins of the salt diapir, Compass Minerals’ operations implement in-seam seismic studies to evaluate whether operations are approaching the 400-foot setback from margin of the diapir. This work has been focused exclusively on the 1,500-foot level, and has been conducted in different campaigns annually since 2010. In November 2013, Tesla completed an underground seismic program at the 1,500 ft level of the Mine consisting of two


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seismic lines. The purpose of this program was to determine the depth from the roof of the salt diapir to the roof of the 1,500 ft workings and to image any undetected geological features which may influence future mining. Data collected from the program showed a short reflector near the interpreted roof of the diapir, which Tesla considered to be the result of two possible scenarios: 1) vertical abutment fracturing which inhibited the efficiency of the seismic source impacts in that location, and 2) a sudden change in the gradient of the roof, perhaps caused by previously unsuspected faulting.

In October 2016, the seismic study was expanded and completed by DMT. The seismic instrument used “Summit-ex” is normally used in German coal mines. Data quality was checked by DMT and calibrated inside the mine. The 2016 DMT survey results highlight key geological reflections on the 1,500 level based on the initial results. The results have been subdivided into potential reflects from the edge of the dome, top of dome or a disturbance zone (likely sandstone horizons), and are shown in Figure 7-2. These have been used to review the contours on the 1500 level and to assess the risk in the current mine plan.

A typical seismic line is comprised of 35, two-component geophone locations distributed around the target areas of the mine, which is the current active production zone. Adjacent to each geophone location in the surveys, two separate seismic impulses are generated by means of a sledgehammer blow to the mine rib and a nailgun impact. Seismic data resulting from each source impulse were recorded on each of the 70 active seismic channels. Frequencies in the range 200-500Hz are monitored, and the data stacked assuming a velocity of 7915ft/second. This velocity has been selected on the basis of a range of internal evidence from a baseline survey conducted in 2010.


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Source: DMT, 2016

Figures 7-1 and 7-2: Summary of Raw (top) and Interpreted (bottom) results from 2016 Seismic survey on level 1500


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7.2			Exploration Drilling

There have been three types of drilling data generated that have yielded information on the location and geometry of the salt dome, including: oil and gas exploration, limited salt dome drilling during early development of mine design in the 1960s, and more recent mud-rotary drilling designed to simply document the top of salt intersect to confirm historic data not generated by Compass Minerals.

Non-salt Exploration

Historic reports indicate that exploration in the Cote Blanche dome dates to as early as 1919, when six holes were drilled. Early exploration work targeted oil, gas, and sulphur; drilling therefore was often stopped when holes intersected salt. In 1960, Pennsylvania Drilling Co. drilled three additional holes; no records are available from this period. Locations of documented oil and gas exploration drill holes with salt intersects are shown on Figure 7-3. There is no known sampling or other testing documentation for these locations other than salt contacts.

Salt Exploration

Exploration specifically targeting salt was initiated by Carey Salt Co. in 1958. In 1959, Carey Salt Co. retained Longyear to drill three exploration holes and submit a report containing a proposed mining plan and recommendations for future geologic work. The holes were completed, but exploration costs are reported to have greatly exceeded budgeted costs. Drillhole 6, a test hole designed to test a possible shaft location, encountered difficulties when it encountered a gas pocket at 715 feet. In 1961, Grafton Drilling Co. drilled two additional holes, one of which was designed to test ground for a possible shaft location; the existing 8 ft and 14 ft shaft are located near this historic hole. Historic reports note that drilling invariably showed high grade rock salt, but that due to the steep dip of the salt strata vertical diamond drill holes could not obtain representative samples. A map illustrating the location of salt development drilling activities is shown in Figure 7-3.


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Figure 7-3: Exploration Intersects with Top of Salt Diapir

Source: Compass Minerals

Salt-Dome Definition Validation Drilling

Beginning in 2016, nine drill holes were advanced in the northern margins of the Cote Blanche Island to confirm the understood margins of the salt diapir to support mine planning and ensure mining would not occur within 400 feet of the salt dome margin. Procedures for installation for these salt intersect exploration holes is provided in Section 7.3, and a map of the drill holes is provided in Figure 7-4.


7.3			Procedures - Drilling Exploration


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Nine exploration holes, DH-1 through DH-9 (Figure 7-4), have been advanced since 2017 using mud-rotary drilling technology. At all holes, a surface casing was installed in the upper 300 feet of the unconsolidated sediments to protect surface aquifers containing fresh water.

Upon installation of the surface casing and after at least 24 hours to ensure casing grout had cured, drilling continued. Cuttings and drill return fluids were monitored every ten feet of drilling advancement for salinity, temperature, and specific conductance to monitor for penetration into deeper saline groundwater. The combination of salt saturated drill returns, foaming of return fluids and increases in drilling advancement confirmed the salt contact, or top of salt diapir. All drill holes were sealed using a grout mixture designed to cure in high salinity brines. All holes were surveyed and top of salt contact integrated in to the current mine plan and salt diapir model.

Intersects for drill holes installed using mud-rotary technology are summarized in Table 7-1.

Location

Date Installed

Upper Alluvium

Chert Present

Top of Salt

DH-1

March 2017

910'

910' - 1,200'

1200'

DH-2

April 2017

1065'

DH-3

March 2018

980'

980'- 1,110'

1110'

DH-4

February 2018

680'

680' - 1,268'

1,268'

DH-5

February 2019

680'

Not intersected

DH-6

March 2020

660'

660' - 1,200'

Not intersected

DH-7

April 2020

1,120'

1,120' - 1,160'

1,160'

DH-8

March 2020

640'

640' - 880'

880'

DH-9

April 2020

860'

860' - 880'

880'

Table 7-1: Summary of Salt Intersects from Mud-Rotary Drilling Campaigns

Source: Compass Minerals


7.4			Characterization of Hydrology

Cote Blanche is part of the coastal lowlands aquifer system. This system consists of alternating beds of sand, gravel, silt and clay. The deposition of the sediments occurred under fluvial, deltaic, and marine conditions.

The sediments of the coastal lowlands are heterogeneous with changes in the lithology occurring over short distances laterally and vertically. Gravel and sand beds are only continuous for a few miles. The total thickness of the coastal lowlands aquifer ranges from a thin lens towards the northern part of Louisiana to 16,000 ft. in southern Louisiana.


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Ground water flow in the coastal lowlands aquifer system is primarily in a southerly direction towards the coast. Some of the water is discharged locally in streams or canals. Water that is not discharged moves downward and merges with the regional ground water flow.

Saltwater occurs in the marine and deltaic parts of the aquifer system. The freshwater moves down dip from the recharge area and tends to flush the saltwater ahead of it until the pressures are in balance or pinching out of salt beds or a clay lens impedes groundwater movement.

According to a United States Geological Survey (“USGS”) hydrology study of the coastal lowlands aquifer system, hydraulic conductivity, the ease at which a fluid moves through pore spaces, range from 163 ft./day to 72 ft./day. Clay beds separating the discontinuous sand beds can disrupt the lateral flow within. Drill logs form exploratory drilling at the site show the sand content of the subsurface is above 70%. Because of this and the site’s location, the hydraulic conductivity at the site would be in the range of 163 ft. /day.

The USGS performed a study modeling recharge and discharge rates for the coastal aquifer system. The model indicated about 207 Mft3/day enters the aquifer system as recharge from the surface and 14.1 Mft3/day enters, laterally from other surrounding aquifers. Aquifer discharge occurs in in the coastal plain, marshes and bayous.

Most groundwater withdrawals occur around New Orleans, Baton Rouge and southwestern Louisiana. Groundwater withdraws are primarily for city or agricultural use. The site has several wells for use in manufacturing and potable water. The water level at the site has not declined and has remained steady since the Mine’s operation began.

Salt domes are known to be dense in composition with a porosity tending toward zero and impervious (White, 1983) due to the re-healing process of fissures and fractures. Like other salt resources, Cote Blanche Mine maintains a halo of brine surrounding the salt dome, thus preventing freshwater penetration. The 400-foot mining buffer maintained from the edges of the dome serves to further keep the dome hydrologically stable and prevent fresh water infiltration. Due to the hydrologic nature and relative impermeability of the deposit, Compass Minerals has not performed extensive hydrogeologic studies and relies on field interrogation and production observations to monitor conditions.


7.5			Exploration - Geotechnical Data

Results and data from exploration that was attempted in the 1950s are not available to the Company. The Company has not endeavored to test properties as the operation is and has been continuous and ongoing since 1966, and the mine, pillars and ore body is acting as expected within expected ranges based on the normal properties of salt. Table 7-2 provides the current applied factors when modelling rock mechanics and mine planning.


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Overburden Material	Depth to (ft)	Density (pcf)	Shear Modulus (ksi)	Bulk Modulus (ksi)	Cohesion (psi)	Friction (deg)
Unconsolidated	0-150	110	3.9	7.9	4	18
Consolidated	150-300	125	13.3	32.4	12	12
Competent	300-500	145	32.5	49.7	72	8
Shallow Country Rock	500-600	145	80	173	104	30
Medium Country Rock	600-1,800	165	320	695	1,510	35
Deep Country Rock	1,800-2,200	175	640	1,388	3,380	40
Dome salt	>600	135	722	1,653	868	41

Table 7-2: Values and factors used in modelling rock mechanics


7.6			Exploration Plan Map

Figure 7-4: Top of Salt Diapir Validation Drill Hole Locations


7.7			Description of Relevant Exploration Data


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The combination of historic data collected through externally funded and directed seismic and drilling programs for oil and gas exploration in strata surrounding the diapir, combined with Compass Minerals’ salt diapir morphology validation drilling has created a reasonably strong characterization of the definition of the salt diapir. Further, salt in diapir deposits are almost pure sodium chloride except for the caprock in which the insoluble minor constituents of the salt are thought to have been concentrated by solution of the salt. The presence of potash zones, especially carnallite, in salt diapirs is common, but is contained to small zones and has not been found to be in any appreciable or economic amount. Over 50 years of production and interrogation of salt from the Cote Blanche Mine within the salt ore body and a strong understanding of the homogeneity of salt diapirs generally with regard to mineralogy and the lack of stratification or segregation of minerals within a diapir provide reasonable certainty as to the chemical composition and quantity of salt contained within the Cote Blanche salt ore body.

As the mining continues and progresses to the next deeper mining level at 1,700 feet and eventually to the 1,900-foot level, definition of the upper surface of the salt diapir is no longer necessary as mining will be below the current mining level. Therefore, mud-rotary drilling to validate the salt dome surface will no longer be necessary and instead the mining operation will continue its in-seam seismic data collection to assess the potential for potential anomalies within 1,000 feet of the face, and as mining progresses to the outer margins of the mine plan, verification that the lateral margins of the diapir are not within the 400-foot setback of mineral extraction.


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8			Sample Preparation, Analysis, and Security

Due to the nature of the mineral extraction in salt and the fact that salt is soluble when exposed to unsaturated water or brine, drilling exploration has been very limited on Cote Blanche Island other than historic oil and gas drilling as well as more recent mud-rotary drilling to confirm the surface or the dome. To that end, very little drilling has been conducted to purposely penetrate the salt and potentially compromise the salt diapir with the introduction of fresh water. Due to this risk, no samples from recent have been collected. If samples were collected during the oil and gas exploration, results were not documented. Further, salt in diapir deposits are almost pure sodium chloride except for the caprock in which the insoluble minor constituents of the salt are thought to have been concentrated.


8.1			Sample Preparation and Quality Control

Documentation of sampling that may have occurred in the 1950’s is not in the Company’s possession and therefore not available for reporting. The combination of historic data from continuous and ongoing mining operations, its ongoing interrogation of the mineral deposit, and Compass Minerals’ salt diapir morphology validation drilling (as described in Section 9) has created a strong characterization of the definition of the salt mineralogy and chemistry.


8.2			Sample Analyses

Documentation of sampling that may have occurred in the 1950’s is not in the Company’s possession and therefore not available for reporting. The combination of historic data from continuous and ongoing mining operations, its ongoing interrogation of the mineral deposit, and Compass Minerals’ salt diapir morphology validation drilling has created a strong characterization of the definition of the salt mineralogy and chemistry.


8.3			Sample Quality Control and Assurance

Documentation of sampling that may have occurred in the 1950’s is not in the Company’s possession and therefore not available for reporting. The combination of historic data from continuous and ongoing mining operations, its ongoing interrogation of the mineral deposit, and Compass Minerals’ salt diapir morphology validation drilling has created a strong characterization of the definition of the salt mineralogy and chemistry.


8.4			Adequacy of Sample Preparation


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Compass Minerals’ salt diapir morphology validation drilling has created a strong characterization of the definition of the salt mineralogy and chemistry.


8.5			Analytical Procedures

Documentation of sampling that may have occurred in the 1950’s is not in the Company’s possession and therefore not available for reporting. The combination of historic data from continuous and ongoing mining operations, its ongoing interrogation of the mineral deposit, and Compass Minerals’ salt diapir morphology validation drilling has created a strong characterization of the definition of the salt mineralogy and chemistry.


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9			Data Verification


9.1			Data Verification Procedures

As discussed in Section 7, exploration of the salt ore body within the diapir forming Cote Blanche Island is a body of work, founded mainly on the work of externally funded and directed oil and gas exploration. Sufficient evidence of an economic salt deposit was available to Domtar Industries to support the development of the Mine, which was constructed in placed into production in 1966. Compass Minerals does not have access to engineering reports or data collected by Domtar Industries, but the data collected prior to development of the Mine would have been in shallower depths within the diapir than what are being mined currently, and therefore not pertinent to current and future operations.

Subsequent external and publically available information from oil and gas focused surface seismic and subsurface drilling and exploration campaigns has provided additional data relative to the margin and morphology of the dome as the extraction of oil and gas is dependent on defining the margin of diapir to locate petroleum traps.

As Compass Minerals was not involved with, included in or informed of data collection and exploration during these campaigns, it is not possible to verify procedures employed and data integrity in the creation of the Cote Blanche diapir morphology and surface. Notwithstanding, Compass Minerals has directly employed the following campaigns and ongoing procedures to validate the historic data set to ensure the integrity of the diapir is not geotechnically compromised:

•Installation of nine mud-rotary drillholes to validate salt contacts in the northern region of the dome to ensure mining does not proceed within 400 feet of the margin of the diapir.

•Annual in-seam seismic campaigns to verify that anomalies and possible edge of the diapir is not within with 1,000 feet of mining.


9.2			Conducting Verifications

The QP has been directly involved with and provided leadership in the development of design, data interpretation and logging both validation efforts. Data generated from these efforts, however, are not tangible, discrete data from sampling but rather an assessment of real-time monitoring data generated from salinity measurements and observation from drilling returns from mud-rotary drilling and in-seam seismic data. To that end, interpretation of real-time mining data cannot be completely precise, but the data returns combined with the body of knowledge relating to the surface and morphology of the diapir provide a reasonable validation of historic data that together enable Compass Minerals to understand the geometry of the dome in order to determine mineral resources.


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9.3			Opinion of Adequacy

The Company’s salt-producing locations do not utilize exploration in the development of their assumptions around mineral resources or reserves. The mineral deposits are restricted in access by bodies of water, and industry techniques used for geological exploration for other types of mineral deposits, specifically collection of rock core from drilling, can be degradational to the salt ore being assessed. Given the nature of the salt mineral and each site’s proximity to water bodies, this limitation impedes the validation of mineral resources and reserves using exploration drilling techniques. Accordingly, geophysical techniques are utilized at Cote Blanche to assist in mine planning, and to verify that there are no obstructions ahead of advancement of the mine in the form of geological anomalies or structural features, such as faults that could affect future mining. In conducting these geophysical campaigns, including in-seam seismic and ground penetrating radar technologies, the Company is able to identify the continuity of ore-body ahead of mining. In-seam directional drilling is also conducted at Cote Blanche as a means of extending the Company’s visibility into the ore body beyond the ranges that can be assessed by geophysical technologies.

In the opinion of the QP, the body of data known about the composition, mineralogy, morphology and geometry of the Cote Blanche diapir and the salt ore body therein, and ongoing interrogation of the salt through current production and sampling are sufficient to establish a resource estimation.

For the purposes of this technical report summary, the QP believes the current set of analytical procedures in place for production of resource and reserve estimations is considered reasonable for the geologic, mineralogic and environmental setting in which Cote Blanche diapir exists and are in alignment with conventional industry practice for the mining of salt on this production level.


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10			Mineral Processing and Metallurgical Testing


10.1			Nature and Extent

The Cote Blanche Mine utilizes a relatively simple process with a focus on particle size reduction of the salt product. Once the salt has been sized accordingly it is either stock piled or placed directly onto a barge for transport to market. The main stockpile area is broken into three distinct sections;: chemical, non-chemical, and ice control. The mill is broken into two distinct halves; the mine run circuit and the whole mill. Only chemical quality and non-chemical quality salt can be processed through the whole mill. Ice control quality salt is processed through the mine run circuit.


10.2			Degree of Representation

In seam sampling of the salt deposit at Cote Blanche Mine is a part of the production process and is considered representative of the surrounding orebody for a particular level of mining. The deposit at Cote Blanche exhibits strong structural and grade continuity typical of this type of industrial mineral deposit and so the inseam sampling provides a reliable characterization of the product being mined. Save for an occasional inclusion or rock into a level as described in the geology sections, the inseam sampling remains reliably descriptive of the salt resource.


10.3			Analytical and Testing Laboratories

Due to the consistent and uniform nature of the salt mineral being recovered, production samples are tested by Compass at the facilities owned and operated by the Mine. This laboratory is not certified. In the event that sampling programs or quality investigations are required outside of the typical mode of operations, Cote Blanche would utilize third-party certified laboratories and testing following industry standard practices for quality assurance and control.


10.4			Recovery Assumptions

The Cote Blanche Mine uses the following values provided in Table 10-1 in a product specification sheet provided to bulk deicing customers. Figure 10-2 illustrates quality performance for bulk deicing salt in 2021 relative to material passing a 30-mesh screen.


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Table 10-1: Chemical and Physical Characteristics of Cote Blanche deicing salt

Figure 10-1: Finished product passing #30-Mesh Screen


10.5			Adequacy of Data

Laboratory data collected at Cote Blanche is adequate for the continued production of salt and in alignment with typical conventional industry practice for the industry. The fines represent approximately 11% of the mined volume. This is based upon empirical experience. Notwithstanding, fines are integrated back into production to the extent possible, netting a loss of approximately 6%. Detailed recovery of data and analysis beyond the current practices would be considered uneconomic and unnecessary in the absence of a specific issue or conditions required such further analysis.


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11			Mineral Resource Estimates


11.1			Introduction

This section describes the resource estimation methodology and summarizes the key assumptions and controlling parameters utilized by Compass mine personnel in developing the mineral resource estimates for Cote Blanche.

The resource estimation reported herein is a reasonable representation of the salt resources available at the Cote Blanche property as understood by Compass at the time of this report. The salt resources at Cote Blanche have been estimated in conformity with Items 601(b)(96) and 1300 through 1305 of Regulation S-K promulgated by the SEC, generally accepted industry practice and experience and in alignment with Canadian Institute of Mining’s (CIM) “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines (2019) as well as the Guidelines for Industrial Mineral (2003) published by the CIM Estimation Best Practice Committee. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of a mineral resource will be converted into mineral reserves.

The resource estimates are compiled utilizing data and experience of the geological continuity of the salt deposit over the history of mining in the dome (Section 5). Geologic models of the salt dome were utilized to approximate the contours of the salt dome and estimate the resource. Compass develops and continuously updates its models of the salt deposit utilizing a combination of many advanced analytical tools including; Autodesk’s AutoCAD, Carlson Mining Software, Seequent’s Leapfrog Geo, Deswik’s Mining CAD and scheduling modules as well as Microsoft Excel and other tools. Additionally, results from various and proprietary reports of engineering and geologic investigations by third-party consultants conducted for Compass were incorporated in the evaluation of the resource.


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Figure 11-1: Contours of the Cote Blanche Salt Dome


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11.1.1			Key Assumptions and Parameters

The resulting models provide an estimate of the total resource available to Compass Minerals as defined. The resource estimate is based on the well understood stratigraphic rock sequence on a regional scale, in-seam drilling results, and more than half a century of mining the salt dome at Cote Blanche. In addition, it relies heavily upon geologic modeling and mine planning efforts by both mine personnel and third-party consultants to establish estimates consistent with industry practice. In compiling the resource estimate for the Cote Blanche salt dome, the key assumptions and parameters considered are:

•Mineral resources are not mineral reserves until converted and have not demonstrated economic viability,

•Underground mineral resources are reported based on the established mining practices, including the established 75-foot mining horizon (mining height),

•The 75-foot mining height is based upon locational experience, practical fit and the execution of historic and current mining practices as well as internal and external studies and recommendations regarding ground control and roof support,

•The specific points of reference for Cote Blanche mine are the elevations of the 75-foot mining horizons identified at the 1300-foot, 1500-foot, 1700-foot and 1900-foot levels, all as measured below mean sea level,

•The specific points of reference for the salt resource are also limited in horizontal plan extent by the modeled contours at each mining level as reduced for the prescribed 400-foot offset buffer (halo) from the modeled edge of the dome as defined by the geophysical exploration conducted regularly by the mine,

•Substantial reliance upon the modelled contours of the locations and elevations of the Cote Blanche salt dome deposit as developed by the mine engineering personnel and others in defining the limits of the salt dome and halo,

•All values have been rounded to reflect the relative accuracy of the estimates and

•Tonnage was calculated based on a tonnage factor of 0.0675 tons/ft3.

Estimated contours of the resource for the Cote Blanche salt dome are shown in Figure 11-1.


11.1.2			Methodology

The resource estimation methodology involved the following procedures:

•Review of available data, models and reports;

•Database compilation and verification;

•Definition of resource domains;

•Volumetric calculations based on salt bed assumptions;


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•Resource classification and validation;

•Assessment of “reasonable prospects for economic extraction”; and

•Preparation of the Mineral Resource Statement.


11.2			Mineral Resource Statement

The mineral resources may be affected by further exploration work such as seismic or drilling that may result in increases or decreases in subsequent mineral resource estimates. The mineral resources may also be affected by subsequent assessments of mining, environmental, processing, permitting, socio-economic, and other factors. The Mineral Resource Statement for the site is presented in Table 11-1. The effective date of the Mineral Resource Statement is September 30, 2021.

Table 11-1: Cote Blanche Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020


	Salt Resource (tons)(1)(3)(4)(5)(6)(7)
Resource Area(2)(8)	As of September 30, 2021	As of December 31, 2020
Measured Resources
1,300-Foot Level	25,491,881	25,491,881
1,500-Foot Level	16,448,712	20,494,440
Total Measured Resources	41,940,593	45,986,321
Indicated Resources
1,300-Foot Level	12,373,509	12,373,509
1,500-Foot Level	9,028,840	9,028,840
1,700-Foot Level(9)	361,584,762	361,584,762
1,900-Foot Level(9)	246,045,618	246,045,618
Total Indicated Resources	629,032,729	629,032,729
Measured + Indicated Resources
1,300-Foot Level	37,865,390	37,865,390
1,500-Foot Level	25,477,552	29,523,280
1,700-Foot Level(9)	361,584,762	361,584,762
1,900-Foot Level(9)	246,045,618	246,045,618
Total Measured + Indicated Resources	670,973,322	675,019,049
Inferred Resources
1,700-Foot Level(9)	32,915,833	32,915,833
1,900-Foot Level(9)	130,851,531	130,851,531
Total Inferred Resources	163,767,364	163,767,364

(1) Mineral resources are not mineral reserves and have not demonstrated economic viability.

(2) Underground mineral resources are reported based on assumed 75-foot mining horizons, discounted for areas not accessible due to proximity to oil wells.

(3) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(4) Included process recovery is 94% based on production experience. Included mining recovery is approximately 56% based on the room and pillar layout.

(5) Although the actual sodium chloride grade is less than 100%, it is not considered in the resource, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).


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(6) A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(7) There are multiple saleable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data described in Section 16 of this TRS. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $61.41 per ton. Gross sales prices are projected to increase to approximately $706.49 per ton for rock salt for road deicing through year 2138 (the current expected end of mine life).

(8) Based on approximate areas of: 5,399,000 square feet (“ft2”) for the 1,300-foot level; 2,991,000 ft2 for the 1,500-foot level; 45,721,000 ft2 for the 1,700-foot level; 50,293,000 ft2 for the 1,900-foot level; and 104,404,000 ft2 in the aggregate.

(9) The 1,700-foot and 1,900-foot levels have been approximated using the 1,300-foot and 1,500-foot level contours, respectively, in alignment to the 400-foot contact distance restriction and site and safety constraints.


11.3			Estimates of Cut-off Grades

Cote Blanche Mine produces rock salt, primarily for highway use. Mineral cut-off grades are not applicable to the recovery of rock salt and are not a primary driver for production. It is understood that, for all practical purposes, every ton recovered and hoisted to the surface at Cote Blanche is a viable sales ton. A cut-off grade is not impacted by commodity pricing, save for the event in which costs to produce and deliver rock salt to market exceed the established floor price of the commodity as discussed in the section on Economic Analysis. Production of salt is driven not by the availability of the resource or by the control of a cut-off grade in the foreseeable future, but by market demand. Salt production and correspondingly costs can be modulated in response that demand.

It is worth noting that while there is no cut-off grade, there are losses in the mining process. Mined salt that is recovered during mining operations and handling is either sales product for shipment or is lost as waste in the form of fines. Fines are defined as volumes of salt resulting the production process below saleable size consist. The waste volumes are disposed of underground in existing abandoned excavations mined previously and accounts for approximately 6% of the salt recovered. However, as noted elsewhere, for the purposes of defining the salt resource, all of the in-situ mineral within the contours of the salt dome is considered a resource within the constraints of mining practices and safety.

As stated, the controlling parameter for directing production is not a cut-off grade in terms of mineral composition but the physical characteristic in terms of product particle size. While the mine does monitor sodium chloride percent (NaCl%), magnesium content (Mg ppm), calcium content (Ca ppm) and calcium/magnesium ratio (Ca/Mg), these values are utilized primarily in the development of mine planning and scheduling to maintain a uniform product specification


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from the mine and do not contribute significantly to the differentiation of independent commodities with alternate prospects of economic extraction for the mineral resource. With few exceptions, the deposit at Cote Blanche exhibits strong structural and grade continuity typical of this type of industrial mineral deposit and does not incorporate any chemical cut-off grade in recovery of the orebody.


11.4			Resource Classification

Volumes, grade and tonnages estimated for the Cote Blanche Salt Mine were classified in alignment with Items 601(b)(96) and 1300 through 1305 of Regulation S-K and the CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines (2019) by Compass Minerals’ on-site engineering and corporate support.

Mineral resource classification is typically a subjective concept, and industry best practices suggest that resource classification should consider the confidence in the geological continuity of the modelled mineralization, the quality and quantity of exploration data supporting the estimates, and the geostatistical confidence in the tonnage and grade estimates. Appropriate classification criteria should aim at integrating these concepts to delineate regular areas at a similar resource classification.

The Cote Blanche resource models honor the current geological information and knowledge and are representative. The mineral resource model is informed from the seismic surveys and geological mapping where available. The geological information shows a high level of vertical continuity with local variations in salt quality and friability noted. Factors such as variations in quality typically results in reassignment of product types with some minimal wasting of product.

The following classification has been applied to the Cote Blanche Mine resource estimate:

Inferred Mineral Resources: Volumes for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Resources at Cote Blanche are defined as inferred mineral resources within the prescribed 400-foot offset buffer (halo) from the modeled edge of the dome (defined from seismic surveys). Inferred minerals resources have the lowest level of confidence.

Indicated Mineral Resources: Contiguous volumes of rock salt 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. These resources at Cote Blanche are the portions of the salt orebody lying between the current working faces and the halo at the proposed edge of the dome on each level.

Measured Mineral Resources: Contiguous volumes of rock salt mineralization informed from confirmation of geological continuity due to mapping, and sampling information to confirm salt quality and quantity with confidence sufficient to allow the application of modifying factors to


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support detailed mine planning and final evaluation of the economic viability of the deposit. Measured resources at Cote Blanche are those found on the 1300 and 1500-foot level associated with the existing, operating workings.


11.5			Uncertainty of Estimates

As stated, volumes, grade and tonnages estimated for the Cote Blanche Salt Mine were classified in conformity with generally accepted industry practice and experience and in alignment with established guidelines. While mineral resources are not mineral reserves and have not demonstrated economic viability, the estimates made here do represent the mineral potential of the property to the extent of the best available data and knowledge. The longevity, history and established nature of the salt dome and salt mining at Cote Blanche lends confidence to the estimates presented herein. Extensive use of analytical methods to establish estimates of confidence limits for the resource such as geostatistics or numerical methods are not supported by operational experience or need, existing variances in the nature of the resource, return on economics nor are such analytics supported by established industry practice for the recovery of the salt commodity.


11.6			Multiple Commodity Grade Disclosure

Cote Blanche Mine produces rock salt, primarily for highway use. A small portion of product, approximately 8%, is recovered for commercial and industrial (C&I) use and/or chemical grade sales. The differentiation in product is based upon quality (relative purity / lack of contaminants) and size consist. C&I and chemical products typically market at a higher price and margin than salt utilized for highway use, however, for purposes of resource evaluation, all estimated volumes have been conservatively represented as the lower valued commodity and do not impact resource and reserve estimations.


11.7			Relevant Technical and Economic Factors

While this estimation of the salt resource available at the Cote Blanche Mine is considered a reasonable representation, it is heavily reliant upon the continuity and homogeneity of the salt dome orebody, the historical experience gained in the mining of the dome over an extended period, and the to-date modelling of the salt dome orebody based upon limited exploration practices. Increasing confidence in the characterization of the salt dome, where practical and economical, is always advised. For example, interpretations of resource variations in salt quality and operational impacts such as occur in proximity to intrusive sandstone units encountered randomly within the dome could be enhanced and better managed through further geotechnical work. However, such work would need to be evaluated to provide the necessary cost-benefit results and are unlikely to be impacting.


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In terms of economic factors, the recovery of the resource is governed primarily by the floor price of the salt as discussed in Section 19, Economic Analysis, and not by any grade cut-off for salt quality as reviewed previously. In general, it is assumed that any ton of salt mined from Cote Blanche Mine is a saleable product and that economic impacts result from market influences and not resource constraints.


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12			Mineral Reserve Estimates


12.1			Introduction

Resources are converted to reserves for the following areas:

•Un-mineable resource, pillars, barriers and salt remaining in roof areas between levels are not considered for reserves,

•Measured or indicated resource only are considered for reserves. Any areas with inferred resources are not eligible for conversion to reserves,

•Compass has developed mine plans and polygons for each of the various levels utilizing the aforementioned model data and software packages and mapped into the contours of the various levels of the salt dome – these current plans define the mine,

•Mining blocks at depth below the planned levels or within proximity of the 400-foot buffer zone are excluded from the Reserve,

•Areas in proximity to oil wells have been excluded; and

•Additional areas surrounding shafts and underground infrastructure have been identified and removed for ground control purposes.

Resources that meet the above criteria were utilized for estimation of the reserve. Within the eligible areas, the developed long-term production layouts were applied utilizing planned mining dimensions and parameters. Areas for both planned development and benched rooms are calculated to estimate a total future mined area. With the total areas for development and rooms, the appropriate mined height is factored for thickness to generate a mined volume. Based on the mined volume and a salt density of 135 lb per ft3, the mined tonnage was then estimated. A process loss of 6% is applied to the mined tonnage, resulting in the final saleable tonnage and therefore reserve. Note that current mine plans developed by Compass for Cote Blanche focus on completion of the 1,500-foot level with future expansion to the 1,700-foot level and finally advancing to the lowest level (1,900-foot level). At this time, mining is not anticipated below the 1900-foot level.

It is noted that these plans have progressed from previous designs published and do not incorporate a 1600-foot level as was previously considered, as well as relocating the previous 1750 and 1950-foot levels (SRK, Resource and Reserve Audit Report, 2017). The election to forego the 1600-foot level and alter the lower level was founded in maintaining appropriate ground control and addressing geologic conditions. Appropriate long-term mine plans have since been developed for these future levels by the Cote Blanche Operations using the same room and pillar layout as the upper levels. It should be recognized that these mine plans may


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change in a similar, responsive manner as required given the extended life of expected mining in the dome. Resources that meet the above criteria were utilized for estimation of the reserve.

Finally, the definition of the reserve is also constrained by the license-to-mine being maintained by Compass. This includes such things as permits and leases that could impact and reduce mine life. A mineable resource without a license-to-mine is not a reserve.


12.2			Mineral Reserve Estimates

The reserve statement for the Cote Blanche Mine, current to September 30, 2021 is presented in Table 12-1.

Table 12-1: Cote Blanche Mine – Summary of Salt Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Reserve (tons)(1)(3)(4)(5)(6)(7)
Reserve Area(2)(8)	As of September 30, 2021	As of December 31, 2020
Proven Reserves
1,300-Foot Level	13,316,339	13,316,339
1,500-Foot Level	8,136,420	10,422,256
Total Proven Reserves	21,452,759	23,738,595
Probable Reserves
1,700-Foot Level(9)	113,853,955	113,853,955
1,900-Foot Level(9)	122,693,422	122,693,422
Total Probable Reserves	236,547,378	236,547,378
Total Reserves
1,300-Foot Level	13,316,339	13,316,339
1,500-Foot Level	8,136,420	10,422,256
1,700-Foot Level(9)	113,853,955	113,853,955
1,900-Foot Level(9)	122,693,422	122,693,422
Total Reserves	258,000,137	260,285,972

(1) Ore reserves are as recovered, saleable product.

(2) Underground mineral reserves are reported based on assumed 75-foot mining horizons, discounted for areas not accessible due to proximity to oil wells.

(3) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(4) Included process recovery is 94% based on production experience. Included mining recovery is approximately 56% based on the room and pillar layout.

(6) A cut-off grade was not utilized for the calculation as the recovered in situ product quality is constant and saleable after processing.

(7) There are multiple salable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt and are based on pricing data described in Section 16 of this TRS. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $61.41 per ton. Gross sales prices are projected to increase to approximately $706.49 per ton for rock salt for road deicing through year 2138 (the current expected end of mine life).

(8) Based on approximate areas of: 5,399,000 ft2 for the 1,300-foot level; 2,991,000 ft2 for the 1,500-foot level; 45,721,000 ft2 for the 1,700-foot level; 50,293,000 ft2 for the 1,900-foot level; and 104,404,000 ft2 in the aggregate.


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(9) The 1,700-foot and 1,900-foot levels have been approximated using the 1,300-foot and 1,500-foot level contours, respectively, in alignment to the 400-foot contact distance restriction and site and safety constraints.


12.3			Estimates of Cut-off Grades

As stated, Cote Blanche Mine produces rock salt, primarily for highway use. Mineral cut-off grades are not applicable to the recovery of rock salt and are not a driver for production. It is understood that, for all practical purposes that planned tons of production may be considered saleable irrespective of grade, save for those tons lost to processing waste. The QP has established the price for deicing salt at $61.41/ton, and a floor price at $51.89/ton.


12.4			Reserve Classification

Reserve classification are in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K was made based upon the assumptions outlined in the introduction. The following definitions were considered, and informed the classification:

Proven Mineral Reserve - The economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

Reserves clearly identified within the active mining areas, the 1300 and 1500-foot levels have been considered as proven based upon Compasses experience in the levels and the homogeneity of the salt and given the limited remaining life. Confidence in these reserves is high.

Because of the nature of the certainty surrounding the remaining deposit and its mineability with increasing depth, all other reserves for remaining levels have been attributed to the probable classification. This is heavily based upon the use of historical mining experience, in-situ production sampling and the overall uniformity of the salt dome as opposed to traditional methods applied in other mineral orebodies such as significant surface drilling exploration or extensive geotechnical investigation. The uniformity of the salt and the economics make it difficult to justify such efforts and result in a probable classification.


12.5			Multiple Commodity Grade Disclosure

Cote Blanche Mine produces rock salt, primarily for highway use. As reviewed, approximately 8% of the mined salt is recovered for commercial and industrial (C&I) use and chemical grade sales. The differentiation in product is based upon salty purity, typically 99% pure, and sizing of the final mined product. C&I and chemical products market at a higher price and margin than


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salt utilized for highway use, however, for purposes of resource evaluation, all estimated volumes have been conservatively represented as the lower valued commodity.


12.6			Risk of Modifying Factors

As with the resource definition, the estimation of the salt reserves available at the Cote Blanche Mine is considered a reasonable representation but remains heavily reliant upon the continuity/ homogeneity of the salt dome resource, historical experience and production “exploration.”

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. Modifying factors that would impact the reserve estimate for Cote Blanche would likely be outside of the mining operation’s influence and impact it economic ability to sell the mineral. These might include such things as –

•Availability of manpower,

•Availability of infrastructure such as utilities,

•Political disruption

All of this could impact the definition of the reserve, which relies upon the assumption that all tons mined are saleable. These modifying factors are reviewed in further detail in the later sections of the summary.


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13			Mining Methods

The original shaft sinking at the mine began around 1960 to 1961 and went to the 1,300 foot level. The following summary describes the general mine design which has remained consistent since that date.

Room and pillar mining method is employed at Cote Blanche. Utilizing this method, salt is recovered in a horizontal plane, creating horizontal network of rooms and pillars at multiple stacked levels, analogous to the bays in a parking garage. To do this, "rooms" of salt are extracted via the mining process while "pillars" of untouched material are left to support the overlying roof, also of salt. In salt recovery within the Cote Blanche dome, rooms are mined in multiple lifts or “benches” due to the extensive height of the room.

The room and pillar mining technique is typically utilized in relatively flat-lying, bedded deposits such as coal, however, the method is also best suited for the vertical dome nature of Cote Blanche salt deposit, similar to the floors of a multi-level sky scraper. Room and pillar mining is also applicable at Cote Blanche because it addresses the risk of convergence and subsidence of the salt between multiple levels of mining and, where applicable, the surrounding country rock. Room and pillar is one of the earliest and most well-established techniques, can be easily mechanized, and is among the simplest of approaches compared to some other underground mining methods. It does, however, provision that a portion of the resource mineral remain in the form of the supporting structures, impacting recovery ratio and economics. A general view of plan view of the room and pillar method applied at Cote Blanche is shown in Figure 13-1.


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Source: Compass Minerals (not to scale)

Figure 13-1: The Room and Pillar Mining Method at Cote Blanche

For Cote Blanche, room and pillar mining is selected as an industry standard and is considered a best practice compromise of cost and efficiency while maintaining the continued safe operation of the mine and maximizing the recovery of the natural resource.

Specific details of the layout of the mine recovering salt at the Cote Blanche dome are as follows:

•The underground is serviced by three shafts:

•16 ft diameter production No. 3 Shaft,

•14 ft diameter man and material No. 2 Shaft,

•Eight-foot diameter secondary egress No. 1 shaft.

•The current ventilation rate is 650,000 cubic feet per minute downcast in the 16 ft shaft.

•There is one downcast and two upcast shafts. The No. 3 shaft is the downcast shaft that also serves the production hoist.

•Three levels have been mined (nominal depth below ground):

•1,300-foot mined during 1965 to 1986,

•1,100-foot, mined during 1986 to 2002, and

•1,500-foot, mined during 1998 to present.

•Final elevation estimates of the 1,100 ft, 1,300 ft and 1,500 ft levels are as follows:


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•1,100-foot level: Back: ≈ -1075, Development: ≈ -1100, and Bench: ≈ -1150 (approximate sill thickness is 135 ft),

•1,300-foot level: Back: ≈ -1285, Development: ≈ -1310, and Bench: ≈ -1360 (approximate sill thickness is 160 ft), and

•1,500-foot level: Back: ≈ -1500, Development: ≈ -1530, and Bench: ≈ -1575.

Mining is currently occurring on the 1500-foot level as well as the development ramp to the extended 1300' level reserves. Mining on the 1300-foot level extension is projected to start in 2022. The 1500-foot level is projected to be mined through 2026. Active mining on both the 1300' level and the 1500' level is anticipated to take place from 2022-2026. These projections are based on an assumed production rate of 2.2 million tons per annum (Mt/y). Access to the old workings of the 1300-foot level and the 1,100-foot level are limited to emergency egress routes at present. The 1300-foot level extension will be accessible by development ramp from the 1500-foot working level.

As stated, mining utilizes the room and pillar method of extraction. In this method, excavations (rooms) recovered by mining and are alternated with areas of undisturbed salt (pillars) that form the necessary support for maintaining stability of the mine roof. The layout of the rooms and pillars and their respective sizes are optimized to maximize the ratio of salt extracted, relative to in situ salt, while still meeting safety and surface subsidence requirements.

The current room and pillar layout has an extraction ratio of approximately 56% within the mined room area, but the overall extraction ratio of the property, taking into account barrier pillars and unmined zones, interruptions from oil wells, etc. is about 51%. Rooms are mined in a progression of two phases creating a total room height of 75 ft when completed. The rooms are a nominal 50 feet wide and bounded by 100-foot square pillars as shown in Figure 13-1. Variations in room and pillar dimensions are observed due to production blasting and scaling, so values are approximate. To achieve 75 feet of height, rooms are initially developed using a 30 ft top-cut (horizontal drill and blast), which is then vertically drilled and blasted (benched) an additional 45 ft, with 5 feet of sub-drilling. Loading and hauling is completed with diesel powered loading equipment and haul trucks. Development mining typically leads ahead of benching, or room advance, by approximately one and a half years.

Ground conditions, in general, are very good due in part to the quality of the domal salt and the limited extraction ratio in the 56% range. In areas where it is considered necessary, the mine utilizes spot bolting to ensure safe working conditions. Only a few ribs in infrastructure areas have been bolted (as needed in shops, near conveyors, in mill area, etc.).

The above description details the standard mining design and practice in place and as applied at Cote Blanche Mine to the existing 1300 and 1500-foot levels. The description also represents the expected criteria for the development and extraction of the proposed future salt recovery in the 1700 and 1900-foot levels as well.


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Source: Compass Minerals (not to scale)

Figure 13-2: Typical Modelling of the Room and Pillar Layout: 1500-Foot Level Example


13.1			Geotechnical and Hydrological Models

Oil and gas wells are present within the current property and mining is not planned or permitted within close proximity to the identified areas.

One of the major risks for mining at the Cote Blanche Mine is the risk of flooding from overlying sedimentary sequences, of which some are water bearing. The top of the dome is known to be overlain by a relatively porous cap rock as discussed in the geological setting and mineralization deposit section, and therefore to reduce risk, the Mine uses a self-imposed 400 ft buffer from the interpreted edge of the dome.

Salt domes are known to be dense in composition with a porosity of tending toward zero and impervious (White, 1983) due to the rehealing process of fissures and fractures. Like other salt resources, Cote Blanche Mine maintains a halo of brine surrounding the salt dome thus preventing freshwater penetration. The 400-foot mining buffer maintained from the edges of the dome serves to further keep the dome hydrologically stable and prevent fresh water infiltration. Due to hydrologic nature and relative impermeability of the deposit, Compass Minerals has not performed extensive hydrogeologic studies and relies on field interrogation and production observations to monitor conditions.

In March of 2015, RESPEC performed 9 constant strain rate tests and 5 triaxial compression creep tests from block samples. The following salt properties were used for the numerical analysis based on the results of the RESPEC testing:


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• Density = 135 lb/ft3

• Uniaxial Compressive Strength (UCS) = 23 MPa (3,300 psi) from Pfiefle et al, 1995

• Young’s Modulus (E) = 27 GPa (4 million psi)

• Poisson’s Ratio = 0.23

Creep is described as a strain-rate to effective stress relationship of the form:

• ἐ = A * óN

• A = 3.2E-27 psf-3*sec-1

• N = 3

The above tests were used by Golder to analyze the 400 ft. buffer between mining limits on each level and the salt dome, and a 150 ft. offset buffer between the extents of development and bench operations on the outermost mining perimeter. Golder concluded that the 400 ft. buffer zone is a reasonable distance to be maintained between the extents of the salt dome and mining extents. However, Golder found that there were problematic Von Mises Stresses in the salt that extend approximately 200 feet beyond the limit of the workings and suggested that leaving the Bench salt in place in the perimeter roadway would reduce the stress concentrations.


13.2			Production Details

Cote Blanch Mine operates with a production schedule targeting approximately 2.2 million tons of salt per year. That target can vary significantly depending upon market demand for road salt as conditioned by annual weather conditions. Salt production is sourced and scheduled from the mine plan developed at Cote Blanche, laying out the rooms and pillars on each of the identified levels. Example maps of the level mine plans are provided herein with active mining rooms, exclusion areas and proposed extents for the 1300 through 1700-foot levels in Figure 13-1 through 13-3 (representative, not to scale). Detailed plans and extents of the proposed mining have not been developed for the 1900-foot level as of this report. Currently, proposed mining is expected to progress utilizing the established mine planning parameters and practices previously reviewed, i.e. room and pillar dimensions, etc.


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Source: Compass Minerals (not to scale)

Figure 13-3: 1300-foot Level Mine Plan Map


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Source: Compass Minerals (not to scale)

Figure 13-4: 1500-Foot Level Mine Plan Map


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Source: Compass Minerals (not to scale)

Figure 13-5: 1700-Foot Level Mine Plan Map


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Cote Blanche Mine is operated six days per week, two shifts per day for approximately 250 to 275 days per year, depending upon planned down time for maintenance and repairs, unplanned downtime and interruptions from seasonal weather impacts. The following is an overview of the mine’s typical production parameters.

Table 13-1: Summary of key assumptions in the definition of the Cote Blanche Reserves


Value	Units	Parameter
50	ft	Room Width
100	ft	Pillar Width (sq)
30	ft	Development Room Height
45	ft	Benching Room Height
55.56%		Local Extraction Ratio
94.00%		Mine Recovery
0.0675	st/ft3	Density
2.17	mt/m3	Density
2,900,000	st/y	Name Plate Capacity
2,200,000	st/y	Planned Production Capacity
265	days/yr	Planned Production
8,679	st/d	Production Rate
128,581	ft3/d	Production Rate
84	years	Expected Mine Life


13.3			Requirements for Stripping, Underground Development and Backfilling

Operations at the Cote Blanche Mine for the stripping, underground development and backfilling functions are discussed in this section. Note that all levels, 1300-foot through the 1900-foot levels, are currently mining and are planned to be operated in the same manner, with the same mining parameters listed and with the same set of unit operations, altered only by the footprint of the mining of the room and pillar method as modified to reflect the constraints of the planned level and the lateral constraints of the salt dome contours of each level.


13.3.1			Stripping

There is no underground stripping at the Cote Blanche Mine.


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13.3.2			Underground Development

As reviewed in the mine method section, Cote Blanche Mine progresses development of main entries in the upper 30-foot of mining height overlying and in advance of bench mining, maintaining the availability of locations for room production to the full 75 feet of salt mining. Development and bench mining progress at an approximate 45:55 ratio in terms of area of advance in the mine plan and are part of the production process.

In addition, as needed, underground rooms for facilities for support functions have been and will be developed in existing mined excavations and specific locations. This includes development of shaft areas on each level for hoist equipment, design, planning and development of ramp structures from one level to the subsequent, lower level as required, installation of underground work facilities such as maintenance shops and storage rooms.

As mining progresses, development also encompasses the design, placement, repair and maintenance of support infrastructure such as crushers, screens and other plant in support of mining. For example, and illustration of the screening plant and associated storage located near the hoist shafts is provided in Figure 13-6.

Source: Compass Minerals (not to scale)

Figure 13-6: Underground Infrastructure - Screen Plant


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13.3.3			Backfilling

Waste salt that is produced during the mining process and resulting from the transport of hoisted tons constitutes the extent of backfilling at Cote Blanche. Waste salt is estimated at approximate 6% of total recovered salt tons. Waste material is collected via loaders and other supporting underground equipment and taken from the face, load out points, conveyor and crusher locations and any other impacted areas of collection as part of housekeeping and maintenance and is disposed of in previously mined workings as identified by operations management and engineering.


13.4			Mining Equipment, Fleet and Personnel

Currently, Cote Blanche Mine operates with an approximate staffing target of 202 individuals; 69 salaried staff and 133 hourly employees assigned in crews to the various unit operations and scheduled shifts. That number is expected to remain relatively constant through the recovery of salt on the future 1700 and 1900-foot levels as well.

The following table provides a general overview of the equipment fleet and machinery utilized in the unit operations of the mining process. The asset list at Cote Blanche comprises over 800 lines of specific items include administrative items, land and building assets as well as parts inventories, etc. that are not part of the mining process and are not considered.


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Table 13-2: Table of Equipment Utilized in the Mining Method



						Number of Units
			Aerial Lifts
			Manlift Rigs			7
			Belt Magnets
			Belt Magnets			3
			Bench Production
			Drill			2
			Compressors
			Compressors			4
			Crushers
			Crushers			4
			Development Production
			Drill			3
			Kerf Cutter			5
			Explosives
			D&B			2
			Haulage			6
			Hoists
			Friction hoist			1
			Single drum			2
			Loader Scalers			4
			Mining Side Electrical Distribution Equipment
			Distribution Equip.			16
			Mucking Loaders
			CAT 900 Class Loader			2
			Permissible Carts
			Permissible Carts
			Personnel Transportation			44
			Roof Support
			Roof Bolter			1
			Support Equipment
			Support Equip.			24
			Surface Screen Plant
			Barge Dock			1
			Bins			2
			Feeder			2
			Screw Hopper Reclaim			1
			Surface Stacker Belt			1
			Track Scalers
			Scaler			4
			Underground Screen Plant
			Screens			12
			Ventilation
			Aux. Fans			8
			Main Fan			1
			Welders
			Welders			5
			Grand Total			167


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13.5			Map of Overall Salt Mining within Cote Blanche Salt Dome

While a final mine plan and completed mining profile has not yet been developed for the Cote Blanche Salt Dome by Compass, it can be reasonably expected that the impacted area will be similar to and represented by the anticipated mining as shown in the proposed plan of the 1700-foot level as displayed here in Figure 13-7.

Source: Compass Minerals (not to scale)

Figure 13-7: Possible Final Mine Outline


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14			Processing and Recovery Methods


14.1			Process Description

The Cote Blanche Mine utilizes a straight-forward process post-mining that focuses on particle size reduction of the raw salt resource to a final salt product size suitable for transport at the surface for shipping while striving to minimize the production of unsaleable fines (waste) from handling. Salt processing and handling at Cote Blanche is managed principally in the underground with only surge capacity on the surface. Salt product is delivered to the surface on demand as scheduled to a mine-owned facility, where barges are loaded for transport to the product’s final destination.

The processing begins underground. Once the salt has been mined and loaded into the diesel trucks at the face, it is transported to central points located in the mains and offloaded into one of typically two operating primary crushers maintained near active workings. These primary crushers, which move with production, reduce the mined salt from as-mined chunks of salt to an approximate 6- to 8-inch minus size. The estimated capacity of the primary crushing operation is approximately 1500 tons per hour (tph).

Once screened and crushed at the primary crusher, the mine utilizes a system of multiple 42-inch conveyors and structure to transport the salt to the underground screen plant sited at a central location near the shafts. The salt enters a secondary crusher, which reduces the size again to an approximate 2-inch minus size before transferring the mineral to either the underground stockpile area or feeding it directly into the mill or screen plant for further processing.

The mill plant, which is entirely underground as well, processes the salt into categorized product bins prior to hoisting to the surface for loading and sale. The estimated capacity of the secondary crusher is 1400 tph. Figure 14-1 provides the simplified flow sheet of the initial portion of the process while Figure 14-2 shows a typical plan view of the process at Cote Blanche underground. The number and designation of conveyors between the primary crushers and the main feed belt, C-1 will obviously vary with face position.


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Source: Compass Minerals (not to scale)

Figure 14-1: Flow Sheet of Cote Blanche Handling and Processing

Source: Compass Minerals (not to scale)

Figure 14-2: Plan Layout of Processing - Underground


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14.2			Plant Throughput and Design

Salt entering the mill plant is further processed and stored in bins or transported directly to the surface for sale. At the mill, the salt from the secondary crusher is further reduced. As needed, the main stockpile of salt receives final processing to finished product specifications through a tertiary crusher and three screen banks that sort it into four sizes: Mine Run (+ 1/2-inch), Coarse (1/2 to 1/4-inch), Medium (1/4 to 1/8-inch), Granular (1/8 to 3/64-inch). The finished grades are stockpiled or sent directly to the 16-ft shaft for transfer to the surface. The four size categories are again summarized as provided in Table 14-1 below. Figure 14-3 shows a detail process flow chart of the Mill Plant that produce the final products.

Table 14-1: Mill Plant Categories


Category	Min. Size (inches)	Max. Size (inches)	Estimated Rate (tph)
Mine Run		<1/2	70
Coarse	1/4<	<1/2	381
Medium	1/8<	<1/4	213
Feed	3/64<	<1/8	37

Source: Compass Minerals (not to scale)

Figure 14-3: Mill Plant Flow Sheet

Salt is processed and stockpiled in these categories and can be hoisted to the surface for sale as required.


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14.3			Transfer to Surface

Salt transported to the surface is moved in one of the two skips operating at the 16-foot shaft, adjacent to the screening plant. The skips are capable of approximately 17 tons per skip, operating at a maximum of 32 skips per hour, or 544 tph. With an availability of only 69% due to maintenance and safety, hoisting can be a limiting factor in processing.


14.4			Surface Transport

Upon arrival at the surface, the salt is either loaded into river barges (each barge holds about 1500-tons), transferred to a 50,000-ton open stockpile, or placed into two 300-ton stainless steel surge bins by way of a significant conveyor network. Loaded barges are towed along the Intra-Coastal Waterway to the Mississippi River and inland waterway system for distribution to depots or customers.

Source: Compass Minerals

Figure 14-4: Cote Blanche Mining Flowchart

This method of processing utilizing crushing and screening the mined material is in alignment with generally accepted salt industry practice and is selected by Compass Minerals as it offers the most cost efficient, maintainable approach to producing a final desired saleable product.


14.5			Waste Handling

All waste generated underground (except hazardous waste; e.g., used oil / grease) is disposed of in mined out areas of the mine. This includes old equipment and water collected by shaft sumps


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which is assumed to be dirty and adsorbed into waste salt. No other waste is generated by the operation other than typical trash, sewage and used oil / grease, etc. These small amounts of waste are disposed of off-site.


14.6			Power Consumption

A summary of total, fixed and variable electricity consumption and costs incurred by the owner are provided in Table 14-2.

Table 14-2: Summary of Electrical Usage


14.7			Personnel

A summary of required personnel is provided in Table 14-3.

Table 14-3: Summary of Personnel Employed


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15			Infrastructure

Critical infrastructure at Cote Blanche Island includes electric service, water service and egress and ingress to the island by visitors and shipments via ferry and product shipping via a barge loadout facility connected to the Intracoastal Waterway.

Electricity
Power is supplied to the site by a public utility, CLECO. Service to Cote Blanche Island is 34.5kV. Dual Feeds cross under the Intracoastal Waterway, and connect north of 8ft/14ft Hoist House and East side of Plant by 16 ft hoist house. Surface power by way of underground with some lesser voltage by overhead lines. Two feeds into the mine through 16ft and 14ft shaft that can be cross-connected. Backup power is provided by single 750 kVA diesel engine driven emergency generator that generates 480V that is stepped up to 4160V. The generator has the capacity to provide the required power to the 8ft Shaft hoist and some critical surface electrical equipment.

Water

The site operates a non-community public water system licensed by the State of Louisiana Department of Public Health to produce potable water for use on surface and in underground operations. The system removes minerals from ground water extracted from two wells operated on site.

The treatment process utilizes a series of filters with a backwash system. The potable water produced by the treatment plant is treated using a chlorination system to achieve chlorine levels necessary to meet federal and state drinking water quality requirements to protect against bacterial contamination. A licensed Public Water Treatment System operator conducts daily water checks and maintains the chlorination units. The State of Louisiana Department of Public Health provides continuous oversight of the quality of water produced by this plant and conducts periodic onsite inspections and to collect both well and plant water samples.

Ferry Landing

Access to Cote Blanche Island for employees, vendors, shipments and others is exclusively by ferry. Compass Minerals operates the ferry 7 days a week, year round. The ferry boat is a connected to a cable that lays on the bottom of the Intracoastal Waterway (Figure 15-2). Land to the north and south of the Intracoastal Waterway that connects to the cable is accessed by Compass Minerals via right of way with a private landownership group.

The ferry is capable of transporting approximately 15 light vehicles per trip, or one to two semi-trucks and trailers.

Barge Canal and Loadout

The barge canal and loadout area are submerged areas on the property and are connected to the Intracoastal Canal and ultimately Cote Blanche Bay (Figure 15-1 and 15-2). The Cote Blanche


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Mine ships all of its production to market via conveyor to a barge loadout facility where barges capable of containing approximately 1,500 tons of salt each are indexed to the loadout by contract tug boat services. Both empty barges awaiting filling or full barges are stored in the barge canal and managed by the aforementioned tug-boat service. The draft of the barge canal is managed by periodic dredging to maintain a minimum of 10-feet of draft that is capable of supporting fully loaded barges. The loadout are of the submerged canal is included within the surface lease from the private Cote Blanche Island ownership group, while Compass Minerals has rights to the north-south trending canal by right of way with a different land ownership consortium.

Figure 15-1: Cote Blanche Island Infrastructure


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Figure 15-2: Cote Blanche Barge Canal and Loadout Areas


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16			Market Studies


16.1			General Marketing Information


End-use	Asia	North America	Europe	Latin America	Africa	Oceania	Total
Chloralkali	113.8	29.3	23.1	3.9	1.5	0.4	172
Synthetic soda ash	62.1	1.2	20	0.3	-	-	83.6
Road de-icing	4	30	15	-	-	-	49
Food	20.9	1.2	2.6	6.1	6.1	0.2	33.6
Other	27.5	20	25	1	1	2	85.5
Total	228.3	81.7	85.7	16.8	8.6	2.6	423.7

Source: Roskill estimates

Published in: Salt: Outlook to 2028

Table 16-1: World Forecast Demand for salt by region

North American Consumption


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Table 16-2: USA and Canada: Production, trade and apparent consumption of salt, 2010-2019 (kt)

Table 16-3 presents a summary of the average value of price, average value of bulk, pellets and packaged salt, f.o.b. mine and plant annually as summarized by the USGS (USGS, 2021).

Source: USGS

Table 16-3: USGS Summary of US Salt Pricing

Greater than 90% of the salt produced from the Cote Blanche Mine is sold as bulk for deicing markets. A breakdown of market segments served between 2018 and 2021 by Cote Blanche Mine Production is provided in Table 16-4. A summary of demand and production (imported and exported) is provided in Table 16-2. Salt produced by the Cote Blanche Mine is US markets; mainly states along the Ohio and Mississippi River basins as salt is transported to markets via barge along the river networks.


	2018	2019	2020	2021
Consumer and Industrial
Deicing	44,720	74,443	26,454	41,267
Non-Deicing	105,082	109,477	139,628	94,337
Total C&I	149,801	183,919	166,082	135,604
Bulk Highway
Chemical Salt	735,552	551,470	661,384	374,858
Highway	1,426,369	1,645,362	1,052,866	1,213,075
Total Bulk Highway	2,161,921	2,196,832	1,714,251	1,587,933
Total Production	2,311,722	2,380,751	1,880,333	1,723,537


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Table 16-4: Summary of Cote Blanche Mine Production and Sales by Segment

Roskill forecasts the nominal price of deicing salt to reach $80/ton in 2028 as illustrated on Figure 16-1. This forecast price is used in the economic model discussed in Section 19. Pricing between current price (five year average of average sales price for past five years) for deicing salt established at $61.41/ton and the forecast price of $80 in 2028 was increased by $3.10/ton annually between 2022 and 2028. It is reasonable to assume that pricing beyond Roskill’s forecast period will sustain based on the likelihood that winter weather conditions in inland, Midwest and south-central US markets will continue to support current demand conditions and the Cote Blanche Mine’s access to the relatively inexpensive mode of shipping via barge on the Mississippi, Ohio and Tennessee River networks will allow products sourced from the Cote Blanche to be priced competitively. Therefore, the QP sustains pricing beyond the Roskill forecast through Life of Mine, increasing average selling price by 2% annually.

Source: Roskill estimates

Published in: Salt: Outlook to 2028

Figure 16-1: Roskill Real and Nominal Price Forecast for Deicing Salt through 2028


16.2			Material Contracts Required for Production


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Most bulk salt sold form the Cote Blanche Mine is transported to market via barge along the Intracoastal canal in Louisiana to the Mississippi River, Ohio River and Tennessee River networks. The Company has a contract with a barge company to transport bulk salt to markets along these river networks. The contract is a defined term and subject to review and renewal periodically, typically five years. These arrangements are within industry standards and formed the basis of the economic evaluation.

An individual barge can hold approximately 1,500 tons of salt, and is the most efficient means of transportation in light of the source of salt and markets. Transportation and logistics costs represent a significant cost for the end product, and are built into general selling price. Costs for transportation via barge to markets has ranged from $19/ton and $25/ton between 2017 and 2021.


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17			Environmental, Social, and Permitting

There is very little waste generated by the mining and processing of rock salt. All waste salt and interbedded rock remains underground in old mined out areas. There is only basic surface processing and no material surface waste is generated. No unclean water is discharged from the shafts to the surface.


17.1			Results of Environmental Studies and Baselines

Mine construction commenced in 1961 with production beginning in 1965, prior to the promulgation of the National Environmental Policy Act and Clean Water Act. Operation of the mine has been consistent and ongoing since commencement of production. Therefore, no baseline or environmental studies have been required, nor conducted.


17.2			Waste, Tailings, and Water Plans - Monitoring and Management

Any waste derived from underground operations remains in the underground mine cavity, where it will remain post-mine closure. Tailings are not generated from the salt mining process aside from generation of fine-grained salt that is stored in the mine cavity. Water is not used in the mining process due to the soluble nature of salt.


17.3			Project Permitting Requirements

The State of Louisiana does not require an operating permit for the Cote Blanche mine. Air and NPDES permits are maintained by the site. The site is located in a Coastal Protection Zone and therefore any new site disturbance requires going through the US Army Corps of Engineers and Louisiana Coastal Resources permitting process. Initial operations at the site predate the Coastal Resources rules so no formal reporting is required under this process.


17.3.1			Air Permit

The site operates under an air permit, Stationary Source Permit 2660-00225-00, which is administered by the Louisiana Department of Environmental Quality. The permit covers emissions from the operations of shafts and related exhausts, as well as operations of conveyance systems on the surface from shaft, to stockpile and eventual transfer to barges for loadout. The permit expires in December 2026.


17.3.2			Surface Water Effluent Discharge Permit

Surface water discharges from the site are regulated under Louisiana Pollutant Discharge Elimination System (LPDES) permit LA0103233. The permit requires discharge monitoring for


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effluent flows from the three outfalls that discharge into the saline waters of the Intracoastal Waterway and Cote Blanche Bay.


17.4			Plans, Negotiations or Agreements (Environmental)

There are no plans, negotiations or agreements relative to environmental matters with any external parties.


17.5			Mine Closure Plans

There are no mine closure plans for the Cote Blanche Mine. Once the lease agreement terminates, the mine operator has six months to vacate the mine of any personal property it wishes to recover before the landownership group assumes control of the mine and either continues mining or initiates other commercial or industrial uses of the surface mine site and underground void space.


17.6			Adequacy Assessment of Plans

Relative to other types of mining, the Cote Blanche Mine is low risk from an environmental standpoint. It does not require significant disturbance of the landscape and no surface waste (toxic or otherwise) is generated in the process. Going forward, environmental risk to the reserve is viewed as low.


17.7			Local Hiring Commitments

The Mine operates under a collective bargaining agreement (“CBA”) with the United Steelworkers of America. Other than labor commitments contained within the CBA, there are no commitments with outside entities or governments relating to the local labor force.


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18			Capital and Operating Costs

Capital and operating costs discussed in this section were developed on a unit cost and quantity basis utilizing the QP’s estimates that are based on owner’s costs from the past five years, current and historic cost data from continuous and ongoing operation of the facility, first principles, and 65 years of operational experience operating the facility at projected production capacity. Operating costs presented herein are the QP’s estimates based on the understanding of actual owner’s costs incurred at the operation since 2017, vendor/contractor quotations, and similar operation comparisons, while capital costs projected through 2026 are estimates by the QP based on owner’s cost estimates developed based on unit cost and quantity basis utilizing historic cost data, first principles, vendor/contractor quotations, and similar operation comparisons.


18.1.1			Capital Costs

The Cote Blanche Mine, as well as Compass Minerals facilities, maintains a five-year capital forecast for all foreseen capital expenditures to support current production. The average annual capital expenditure since 2017 at the Cote Blanche Mine is $5,523,000, with a high of $7,312,000 in 2020 and a low of $4,568,000 in 2017. The average annual capital expenditure over this run is $5,523,000, which is more indicative of a typical annual Maintenance of Business (MOB) expenditure. A summary of capital expenses incurred from 2017 through 2021 by the owner is provided in Table 18-1.

A summary of foreseen capital expenditures through 2026 is provided on Table 18-2. As shown on Table 18-2, total estimated capital expenditure through 2026 is $117,695,000, and is comprised of either MOB capital or safety and environmental focused, or both. Forecasted capital spend for major foreseen capital projects through 2026 total $46,009,000, and include:

•Construction of a new barge loadout facility for $12,818,000.

•Construction of a Mine Bypass Loop to optimize transportation from the face to crusher for $8,900,000.

•Construction of new docking systems for stored empty or filled barges along the barge canal and bank stabilization work for $7,393,000.

•Replacement of headframe at the production shaft and grouting the bottom 100 feet of the same shaft for $6,916,000.

•Construction of a new administrative building for $3,311,000.

•New feeder breaker and conveyors systems to support migration from the 1,500-foot mining level to the 1,300-foot level and preparation for a future migration to the 1,700-foot level for $12,447,000.

•A new screen tower upgrade at $6,671,000.


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The balance of the forecasted capital expenditure through 2026 is $70,794,000 and primarily includes routine replacement for mine vehicles and equipment. Listed expenditures are based on cost estimates generated by third parties, within +/-15% level of accuracy. There are risks regarding the current capital costs estimates through 2026, including escalating costs of raw materials and energy, equipment availability and timing due to either production delays or supply chain gaps.

While Compass Minerals does not as formally estimate and budget projected capital expenditures beyond five years, Compass Minerals engaged Golder Associates to evaluate engineering alternatives and to develop cost estimates to plan for the eventual development of the 1,700-foot level. At the current projected mine run rate at 2,200,000 tons per year, Compass Minerals will be exclusively operating on the 1,700-foot level in 10 years, or 2032. Major projected capital costs will include driving a ramp from the 1,500-foot level to the 1,700 foot level, deepening and lining the production shaft, and relocating the mill to the 1,700-foot level. Projected capital expenses associated the development of the 1,700-foot level for the maintenance of current production is $154,000,000 from 2027 through 2032. The timing of construction is dependent on intervening annual mine run rate, the possibility of changes to reserves on current 1,300-foot and 1,500-foot levels associated with near-term diapir surface validation work via in-seam seismic technology, and further consideration of possible design alternatives which will be vetted in future, budgeted FEL1 through FEL3 engineering evaluations. Notwithstanding, the Golder cost estimate with a stated +/-50% level of accuracy for development capital, which is ultimately in support of maintaining current production levels, were built into the life of mine project cash flows discussed in Section 19.

The 1,700-foot level will exclusively sustain mining production from 2033 through 2068, whereupon the mining operation will need to initiate exclusive production on the 1,900-foot level. To that end, the Economic Analysis presented in Section 19 includes projected expenses associated with the development of the 1,900-foot level beginning in 2063, with a normal sustaining MOB capital profile between 2032 and 2068 beginning at $9,188,000 per annum beginning 2033.


18.1.2			Operating Cost

Actual operating costs incurred at the Cote Blanche Mine from 2017 through 2020 are provided in Table 18-1. Summarized costs include labor, maintenance, supplies electric, diesel, lease royalties, logistics, and taxes. Since 2017, total operating costs per ton have increased from $35.82/hoisted ton to $45.76/hoisted ton.


18.1.3			Assumptions

The capital projects are assumed to be constructed in a conventional EPCM format. Compass Minerals routinely retains qualified contractor to design projects and act as its agent to bid and


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procure materials and equipment, bid and award construction contracts, and manage the construction of the facilities.


18.1.4			Accuracy


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$in thousands	2017	2018	2019	2020	2021

Capital Spend	(4,568)	(4,988)	(3,376)	(7,312)	(7,370)

Hoisted Tons (000's) - Incremental	1,722	2,202	2,415	2,299	2,148
Sales Tons (000's) - Incremental	1,473	2,122	1,986	1,532	1,776
Selling Price per Ton	56.47	57.08	65.61	62.81	65.07
Total Sales	83,172	121,132	130,290	96,206	115,576

OPEX
Variable Labor	2,545	3,042	3,190	3,529	3,628
Powder & Caps	908	1,154	1,059	1,225	1,023
Utilities	926	1,000	918	952	881
Operating Supplies	1,992	2,300	2,392	2,385	2,280
Diesel	548	864	875	661	721
Roof Bolting Materials	291	434	444	485	505
Ingredients	83	71	83	76	69
Royalties	3,133	3,769	5,334	6,092	5,099
Logistics	32,260	50,423	50,544	29,258	44,653
Severance Tax	101	132	145	138	129
PPV/MUV	20	(14)	182	(32)	(130)
Subtotal - Variable	(42,806)	(63,175)	(65,166)	(44,770)	(58,859)

Fixed Labor	13,829	14,701	16,560	17,973	19,132
Maint & Services Materials	6,277	10,391	9,984	9,581	9,737
Contract Maint. Services	3,221	5,231	5,898	4,047	1,142
Operating Supplies	800	1,180	1,152	1,025	939
Electric - Purchased	463	500	459	218	439
Tow Boat /Canal Lease	573	582	594	700	722
Mineral Lease	124	124	124	124	124
Insurance/Taxes	2,009	2,130	1,733	2,278	2,231
Other	1,944	1,825	1,602	1,641	1,165
Subtotal - Fixed	(29,240)	(36,663)	(38,105)	(37,586)	(35,630)

Operating Cost	(72,046)	(99,838)	(103,271)	(82,356)	(94,490)

Operating Cost / ton hoisted	41.84	45.34	42.76	35.82	43.99

Table 18-1: Summary of Capital and Operating Costs: 2017-2021


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Table 18-2: Summary of Capital Expenses: 2022-2026


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Table 18-2: Summary of Capital Expenses: 2022-2026 (continued)


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19			Economic Analysis


19.1.1			Operating Costs

An economic model was created for the Cote Blanche Mine to provide validation of the economic viability of the estimated reserve for the life of mine until 2138. Following are the key assumptions:

•Mine run rate at 2,200,000 tons hoisted

•Because sales vary year over year, typically controlled by weather in deicing markets, the QP applied the average of sales to hoisted tons rates over the previous six years (83%) to sales tons for future three year periods with the fourth year sales tons at 110% of hoisted tons to represent periodic strong sales associated with higher than average frozen precipitation in Cote Blanche’s markets served.

•The five year average sales price for Cote Blanche is $61.41/ton. This price was the beginning price used in the life of mine cash flow analysis.

•Roskill forecasts the nominal price of deicing salt to reach $80/ton in 2028 as illustrated on Figure 16-1. This forecast price is used in the economic model discussed in Section 19. Pricing between current price (five year average of average sales price for past five years) for deicing salt established at $61.41/ton and the forecast price of $80 in 2028 was increased by $3.10/ton annually between 2022 and 2028.

•Annual average sales price increase of 2% year over year after 2028

•A finance rate (cost of capital) of 10%

•Tax rate of 25.67%

•Inclusive of State and Federal Income Taxes

•Inflation rate of 2%

•Inflation rate of 2% applied to operating costs

•Sales price increase by 2% annually

•An additional 10% contingency on projected fixed and variable costs through the life of mine

The QP used partial year 2021 budgeted 2022 costs as the benchmark for which to model operating costs through life of mine, applying a 2% annual increase in operating cost annually.


19.1.2			Capital Costs

As an ongoing project that is in production and profitable, the QP established a going forward MOB capital based on the average MOB capital profile at the mine since 2016. The QP assessed


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projected MOB capital spend through 2026, which was collaboratively established with Cote Blanche Mine financial, engineering, operational and maintenance leadership, and validated by the QP. The QP then reviewed and validated estimated MOB capital from the Golder Associates budgeting from 2027 through 2029 that was developed in concert with 1,700-foot development capital estimates. Applying a 2% annual inflation rate on the average MOB capital spend from 2016 through present and application of a 15% contingency factor, the QP based 2030 MOB capital spend at $8,658,000 per annum. A 2% annual inflation factor was applied to MOB after 2030 through end of life of mine.

Once the 1,700-foot mining level is established, mining will continue on that level through 2068. The process to advance the mine to the next deeper planned interval at 1,900-feet will involve the same procedures and design as the development of the 1,700-foot level. To that end, the QP applied the same costs that are planned for the development of the 1,700 foot development to the 1,900 foot development beginning in 2064. A 2% annual inflation factor was applied to these projected costs in the model or a 196% cost increase of Year 1 project costs in 2064, 200% increase in Year 2 of the project in 2065, a 204% increase in Year 3 project costs in 2066, a 208% increase in Year 4 project costs in 2067, and a 212% increase in Year 5 project costs in 2067. No other major development capital expenditure is projected in this model nor expected in the completion of the project for the remaining life of salt mining.


19.1.3			Economic Analysis

Because the mine is active and profitable, the calculation of an internal rate of return (“IRR”) is nuanced since there is not an initial development expenditure on which to benchmark net project value (“NPV”). Notwithstanding, as the Mine is nearing a major development project to continue production in the development of the 1,700-foot mining level, the QP calculated the NPV of all development capital from 2021 through 2031 to complete the development of a new barge loadout facility and the development of the 1,700-foot level as the initial investment, as well as other CAPEX during this period, which is $172,798,000. Review of the model indicates that the Mine is cash-flow positive in 2025, and remains so through end of the life of mine. As modelled, the project has an IRR of 7.9%, and an NPV of $98,465,000.


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19.1.4			Sensitivity Analysis

The QP assessed sensitivity of key variables, including reduction in expected selling price from $61.41/ton, increased capital expenses and associated depreciation, and operating costs. To assess these variables, the QP modeled a conducted where the following variables were subjected to increases and decreases of 10% and 20%:

•Average Selling Price

•Operating Costs

•Capital Costs (depreciation)

The NPV is null when the average selling price is below $51.89/ton.


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Table 19-1: Life of Mine Cash Flow Analysis


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued):


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Table 19-1: Life of Mine Cash Flow Analysis (continued):


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Table 19-1: Life of Mine Cash Flow Analysis (continued):


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Table 19-1: Life of Mine Cash Flow Analysis (continued):


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Cost Sensitivities		After Tax IRR	After Tax NPV ('000s)

Expected Case		7.9%	$98,465
Mining Cost	20% Increase	2.6%	-$71,293
	10% Increase	5.4%	$13,586
	10% Decrease	10.3%	$183,345
	20% Decrease	12.8%	$268,225
Capital Expenditures	20% Increase	6.1%	$63,505
	10% Increase	6.9%	$80,985
	10% Decrease	9.1%	$115,945
	20% Decrease	10.8%	$133,426

Table 19-2: Sensitivity Analysis: Cost Factors


Price Sensitivity		After Tax IRR	After Tax NPV ('000s)

Expected Case		7.9%	$98,465
Expected Average Selling Price	20% Increase	10.7%	$198,856
	10% Increase	9.3%	$148,193
	10% Decrease	6.3%	$49,609
	20% Decrease	0.0%	-$1,569

Table 19-3: Sensitivity Analysis: Price


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20			Adjacent Properties

The property is bounded to the north and south by water and low-elevation marginal wetlands. The elevated topography associated with the Cote Blanche Island is driven by the up thrust of the salt diapir though overlying sediments. Thus, the margin of Cote Blanche Island generally mimics the margin of the salt dome, and thus the extent of any potential mineralization. Thus, there is no possibility of expanding production beyond the current property or lease.

Adjacent properties are used for ancillary support, including barge loading, indexing barges to water-based transportation networks including the Intracoastal Waterway and eventually the Mississippi River network, as well as personnel access to the island via ferry.


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21			Other Relevant Data and Information

All data relevant to the associated mineral reserves and mineral resources have been included in the sections of this Technical Report Summary.


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22			Interpretation and Conclusions

The Cote Blanche Mine has a long history of mining salt from the diapir that forms Cote Blanche Island. This history includes a wealth of knowledge on how the ore behaves during mining, quality of the ore, the geomechanical properties of salt to enable safe and sustainable mining practices.


22.1			Mineral Resource

The Company’s salt-producing locations do not utilize exploration in the development of their assumptions around mineral resources or reserves. The mineral deposits are restricted in access by bodies of water, and industry techniques used for geological exploration for other types of mineral deposits, specifically collection of rock core from drilling, can be degradational to the salt ore being assessed. Given the nature of the salt mineral and each site’s proximity to water bodies, this limitation impedes the validation of mineral resources and reserves using exploration drilling techniques. Accordingly, geophysical techniques are utilized at Cote Blanche to assist in mine planning, and to verify that there are no obstructions ahead of advancement of the mine in the form of geological anomalies or structural features, such as faults that could affect future mining. In conducting these geophysical campaigns, including in-seam seismic and ground penetrating radar technologies, the Company is able to identify the continuity of ore-body ahead of mining. Unlike Goderich, in-seam directional drilling is not conducted at Cote Blanche because of the finite lateral extent of the diapir, and risks associated with intersecting the margin of the diapir.


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22.2			Mineral Reserves

The Cote Blanche Mine deposit supports continued successful exploitation, given the size, grade, metallurgical characteristics, developed infrastructure, and the knowledge and experience of the individuals engaged in the project. The uncertainty and risk associated with the historic exploration data was mitigated where possible, through continued knowledge gained in the extraction and interrogation of the salt deposit, annual in-seam seismic campaigns and mud-rotary diapir surface validation drilling.


22.3			Financials

Sensitivity analysis indicates the following conclusions from the life of mine cash-flow analysis.

•If mining operating costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•If capital construction costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-1.

•The facility can also withstand a decrease in average selling price of 16.5% from those currently estimated, which equates to $51.89/ton, according to the sensitivities shown in Table 19-1. As modelled, the NPV of the project would be negative at 20% reduction in average selling price.


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23			Recommendations

Based on financial and technical measures, and positive economic benefits, and project developments to date, it is recommended that Cote Blanche Mine project continue production.


23.1			Geology and In-Seam Seismic

The QP recommends that the Cote Blanche Mine continue with routine in-seam seismic campaigns to verify the competency of the ore within 1,000 feet of the mining face as a mitigative step to avoid inadvertent mining into a significant anomaly such as a fault or salt-stock sheer zone, a sandstone inclusion, or an unmapped margin of the diapir.


Activity			Cost (US$)
Annual in-seam seismic campaign			$100,000
Ground Penetrating Radar Campaigns			$100,000
Total Estimated Cost			$200,000

Table 23-1: Summary of Annual Costs for Recommended Work


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24			References

DMT Geosciences Ltd. 2016 seismic study, “Seismic Survey at North Panel and East Panel (DMT: CA-2016-01042), Cote Blanche Salt mine Survey Report”

Maptec, 2003 Mineral Reserves Analysis, Prepared for Salt Holdings Corporation

Molinda, G.M., 1988, Investigation of methane occurrence and outbursts in the Cote Blanche domal salt mine, Louisiana: U.S. Bureau of Mines Investigations, RI-9186, 21 p.

CIM Estimation Best Practice Committee, 2003: Guidelines for Industrial Minerals.

SRK, 2017: Compass_2016_Audit_Report_Vol_3-CoteBlanche_395700 250_Rev08_20170215

White, R.M. & C.A. Speirs 1983. Characterization of salt domes for storage and waste disposal. In Proc. Of 6th Int. Symp. On Salt, The Salt Institute, Virginia, Vol 1, pp. 511-518.

Pfeifle et al., January 1995. Correlation of Chemical, Mineralogic, and Physical Characteristics of Gulf Coast Dome Salt to Deformation and Strength Properties. RESPEC Inc.

Golder, August 2020, High-Level Geotechnical Evaluation of the Salt Dome – Cote Blanche Mine

White, R.M. & C.A. Speirs 1983. Characterization of salt domes for storage and waste disposal. In Proc. Of 6th Int. Symp. On Salt, The Salt Institute, Virginia, Vol 1, pp. 511-518.

Martin, Angel, Whiteman, C.D. Hydrology of the Coastal Lowlands Aquifer System in Parts of Alabama, Florida, Louisiana, and Mississippi, U.S. Geological Survey Professional Paper 1416-H


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25			Reliance on Information Provided by Registrant

The QP has relied upon Compass Minerals’ information and data in completing this TRS, in addition to written reports and statements of other individuals and companies with whom it does business. Materials provided by Compass Minerals include permits, licenses, historic exploration data, production records, equipment lists, geologic and ore body resource and reserve information, mine modeling data, financial data and summaries, plant equipment specifications and summaries, and plant process information. It is believed that the basic assumptions are factual and accurate, and that the interpretations are reasonable. This data has been relied upon in the mine planning, capital and cost planning, and audited. There is no reason to believe that any material facts have been withheld or misstated. The QP has taken all appropriate steps, in its professional judgment, to ensure that the work, information, or advice from outside governmental agencies and historic engineering and design studies is sound and the QP does not disclaim any responsibility for this Technical Report Summary.


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26			Date and Signature Page

Signed on December 14, 2022

Prepared by a Qualified Person


/s/ Joseph Havasi

Joseph Havasi, CPG-12040

Exhibit 96.4

TECHNICAL REPORT SUMMARY

SALT MINERAL RESERVE STATEMENT

COMPASS MINERALS INTERNATIONAL, INC.

GODERICH MINE

ONTARIO, CANADA

Effective Date: September 30, 2021

Initial Report Date: November 29, 2021

Amended Report Date: December 14, 2022


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Table of Contents
List of Abbreviations		viii
1.0	Executive Summary	1
2.0	Introduction	8
2.1	Registrant	8
2.2	Terms of reference and purpose	8
2.3	Sources of information	8
2.4	Details of inspection	8
2.5	Report version	9
3.0	Property description	10
3.1	Property location	10
3.2	Property area	11
3.3	Mineral Titles	12
3.3.1	History of Titles	12
3.4	Mineral rights	13
3.5	Encumbrances	14
3.6	Other Significant Factor and Risks	14
3.7	Royalties Held	14
4.0	Accessibility, Climate, Local Resources, Infrastructure, & Physiography	15
4.1	Topography, elevation, and vegetation	15
4.2	Means of Access	16
4.3	Climate and operating season	17
4.4	Infrastructure availability and resources	17
5.0	History	18
6.0	Geological Setting, Mineralization, and Deposit	18
6.1	Geologic description	19
6.2	Mineral Deposit Type	19
6.3	Stratigraphic Section	20
7.0	Exploration	23
7.1	Procedures – Exploration Other than Drilling	23
7.2	Exploration Drilling	23
7.3	Procedures – Drilling Exploration	25
7.4	Characterization of Hydrology	25
7.5	Exploration – geotechnical data	27
7.6	Description of relevant exploration data	28
8.0	Sample Preparation, Analysis, and Security	30
8.1	Sample Preparation and Quality Control	30
8.2	Sample Analyses	30
8.3	Sample Quality Control and Assurance	30
8.4	Adequacy of Sample Preparation	30


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8.5	Analytical Procedures	30
9.0	Data verification	31
9.1	Data Verification Procedures	31
9.2	Conducting Verifications	31
9.3	Opinion of Adequacy	31
10.0	Mineral Processing and Metallurgical Testing	32
10.1	Nature and extent	32
10.2	Degree of Representation	32
10.3	Analytical and Testing Laboratories	32
10.4	Recovery Assumptions	32
10.5	Adequacy of Data	34
11.0	Mineral Resource Estimates	35
11.1	Introduction	35
11.1.1	Key Assumptions and Parameters	35
11.1.2	Methodology	36
11.2	Mineral Resource Statement	36
11.3	Estimates of Cut-off Grades	37
11.4	Resource Classification	37
11.5	Uncertainty of Estimates	39
11.6	Multiple Commodity Grade Disclosure	40
11.7	Relevant Technical and Economic Factors	40
12.0	Mineral Reserve Estimates	41
12.1	Introduction	41
12.2	Mineral Reserve Statement	42
12.3	Estimates of Cut-off Grades	42
12.4	Reserve Classification	42
12.5	Multiple Commodity Grade Disclosure	43
12.6	Risk of Modifying Factors	43
13.0	Mining Methods	44
13.1	Geotechnical and Hydrological Models	48
13.2	Production Schedule	50
13.3	Requirements for Stripping, Underground Development and Backfilling	52
13.3.1	Stripping	52
13.3.2	Underground Development	52
13.3.3	Backfilling	53
13.4	Mining Equipment, Fleet and Personnel	53
14.0	Processing and Recovery Methods	55
14.1	Process Description	55
14.2	Waste Handling	59
14.3	Power and Natural Gas Consumption	59
14.4	Personnel	59


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15.0	Infrastructure	60
15.1	Roads	60
15.2	Electricity	61
15.3	Natural Gas	61
15.4	Water	61
15.5	Rail	61
15.6	Navigation	62
15.6.1	North River Wall	62
15.6.2	South and North Piers	63
15.6.3	North and South Breakwaters	63
15.6.4	Lake Shipping Traffic	63
16.0	Market Studies	65
16.1	General marketing information	65
16.2	Material contracts required for production	67
17.0	Environmental, social, and permitting	68
17.1	Results of environmental studies and baselines	68
17.2	Waste, tailings, and water plans – monitoring and management	68
17.3	Project permitting requirements	68
17.3.1	Air permit	68
17.3.2	Surface Water Effluent Discharge Permit	68
17.4	Plans negotiations or agreements (environmental)	69
17.5	Mine closure plans	69
17.6	Adequacy assessment of plans	69
17.7	Local hiring commitments	69
18.0	Capital and Operating Costs	70
18.1.1	Capital Costs	70
18.1.2	Operating Costs	70
18.1.3	Assumptions	74
18.1.4	Accuracy	74
19.0	Economic Analysis	75
19.1.1	Operating Costs	75
19.1.2	Capital Costs	76
19.1.3	Economic Analysis	83
19.1.4	Sensitivity Analysis	83
20.0	Adjacent Properties	85
21.0	Other Relevant Data and Information	86
22.0	Interpretation and Conclusions	87
22.1	Mineral resource	87
22.2	Mineral Reserves	88
22.3	Financial	88
23.0	Recommendations	89


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23.1	Geology and In-Seam Seismic	89
23.2	Costs	89
24.0	References	90
25.0	Reliance on information provided by registrant	91
26.0	Date and signature page	92


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List of Tables
Table 1-1: Goderich Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						4
Table 1-2: Goderich Mine – Summary of Salt Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020						4
Table 2‑1: Site Visits.						9
Table 6‑1: Thickness of A-2 Salt in Exploration Drilling.						20
Table 7‑1: Typical Borehole Log Near Shafts at Goderich Mine.						25
Table 7-2: Geologic Conditions Identifed During Shaft Sinking.						26
Table 7-3: Hydrogeologic data from Test Well VWP-1.						26
Table 7-4: Drill Hole Locations.						28
Table 11‑1: Goderich Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						36
Table 12‑1: Goderich Mine – Summary of Salt Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.						42
Table 13‑1: Summary of Rock Properties.						48
Table 13‑2: Summary of Comparison between New Three-Room Layout Performance and Current Regional Pillar Layout						49
Table 13‑3: Summary of key assumptions in the definition of the Goderich Reserves.						52
Table 13‑4: Table of Equipment Used in the Mining Method.						54
Table 14-1: Summary of Mine Processing Equipment						57
Table 14-2: Summary of Electricity and Natural Gas Consumption.						59
Table 14-3: Summary of Personnel Employed.						59
Table 16‑1: World Forecast Demand for salt by region.						65
Table 16‑2: US and Canada: Prodcution, trade, and apparent consumption of salt, 2010-2019						66
Table 16‑3: USGS Summary of Salt Pricing.						66
Table 16‑4: Summary of Goderich Mine Production and Sales by Segment						66
Table 18-1: Summary of Capital and Operating Costs: 2017-2021.						71
Table 18-2: Summary of Capital Expenses through 2026.						73
Table 19-1: Life of Mine Cash Flow Analysis.						77
Table 19-2: Sensitivity Analysis: Cost Factors.						83
Table 19-3: Sensitivity Analysis: Price.						84
Table 23-1: Summary of Annual Costs for Recommended Work						89


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List of Figures
Figure 3-1: Site Location Map						10
Figure 3-2: Aerial View of Mine Site and Extent of Mineral Lease						11
Figure 3-3: Extent of Mine Site						12
Figure 3-4: Goderich Mine Salt Lease Water Lots						13
Figure 4-1: Goderich Harbor						15
Figure 4-2: Topographic Quadrangle Map: Goderich Mine						16
Figure 6-1: General Cross Section of Michigan Basin						21
Figure 6-2: Stratigraphic Sequence of the Michigan Basin and the Goderich Salt Mine						22
Figure 7-1: Exploration Drilling and In-seam Seismic Surveys at the Goderich Salt Mine						24
Figure 7-2: Drill Hole Locations						28
Figure 10-1: Standard QC Report for key Testing Parameters for Highway Deicing Salt						33
Figure 10-2: 303 Highway Salt Fines (%28 Mesh) Performance						34
Figure 11-1: Resource Classification Domains						39
Figure 13-1: Representation of Room and Pillar Mining						45
Figure 13-2: Salt Mining Cycle Fowchart						46
Figure 13-3: Mining Layout Near Shaft Locations						46
Figure 13-4: Layout of Current Mining Extents						47
Figure 13-5: Goderich Mine Long-Term Production Layout						51
Figure 14-1: Mining Process Flow Chart						56
Figure 15-1: Overview of Goderich Harbor Infrastructure						60
Figure 15-2: Goderich Harbor Navigational Infrastructure						64
Figure 16-1: Roskill Deicing Salt Forecast through 2028						67


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List of Abbreviations
Abbreviation						Unit or Term
%						percent
~						approximately
°						degree
AuEq						gold equivalent
C$						Canadian dollar(s)
EA						Environmental Assessment
EIS						environmental impact statement or environmental impact study
ft						foot or feet
g						Gram
G&A						general and administrative
g/t						grams per ton
gpm						gallons per minute
GSL						Great Salt Lake
h or hr						hour(s)
koz						thousand ounces
kt						thousand tons
L/s						liters per second
lb						pound or pounds
Mg/L						Milligrams per liter
min						minute
Mt						million tons
sec						second
SMU						selective mining unit
SRM						standard reference material
STM						short term modeling
t						ton(s) (2,000 lb)
t/d						tons per day
t/h						tons per hour
t/y						tons per year
TSF						tailings storage facility
US$						United States Dollar
y or yr						Year


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1			Executive Summary

The Goderich mine is a production stage, underground mine that produces rock salt primarily for highway deicing use and as feed product for other uses. The Goderich mine is located west of the town of Goderich, Ontario, on an isthmus in the mouth of the Maitland River, as it enters Lake Huron.

The Goderich mine site is located on 16.3 acres of Company-owned land on a man-made peninsula consisting of several large buildings and silos associated with mining and material handling, a ship loading facility and three shafts. The Company actively mines salt west of its owned land under Salt Mining Lease No. 107377, dated November 9, 2001, with the Ontario Ministry of Energy, Northern Development and Mines, comprising approximately 13,195 acres. The lease has a 21-year term expiring on May 31, 2022. The Company has an option to renew the lease for an additional 21 years, until 2043, so long as the Company can demonstrate that the Goderich mine’s useful life extends through the 21-year renewal term, which the Company expects to exercise. The only material payments associated with the lease are royalties on the salt produced. The current royalty rate paid is $1.05 / ton.

The Goderich mine’s underground infrastructure is situated in the A-2 salt bed approximately 1,750 feet to 1,760 feet below the surface at the mine shafts’ location. The A-2 salt bed in the shaft area is approximately 79 feet thick. The regional stratigraphic sequence is well understood from many wells drilled across the basin and locally in the Goderich, Ontario, area. The salt strata are highly continuous over the basin, and most of the major salt units can be traced for hundreds of miles. On a local scale, the continuity of the salt beds can be impacted by the presence of pinnacle reefs, displacement by faults, or the local leaching of salt. The Company can use various tools to characterize geological conditions in nearby areas to assess the possibility of encountering these local ground conditions at the mine. Accordingly, the Company has engaged third parties to conduct in-seam seismic surveys and, more recently, has begun use of ground penetrating radar and in-seam directional drilling techniques to identify disturbances in salt continuity and the thickness of the A-2 salt bed in development.

The Goderich mine has procured and is operating in compliance with all required operating licenses, including permits pertaining to mineral extraction, effluent discharge and air permitting. The Ontario Ministry of Energy, Northern Development and Mines regulates closure for the Goderich mine. The most recent closure plan was approved by the ministry in 2012, and is in process of being amended as of September 30, 2021. Long-term cleanup of the site will essentially include demolishing surface facilities, removal of surface infrastructure and restoring a natural alvar ecological community on the surface, flooding of the workings, and decommissioning (plugging). The Goderich mine operates under two air permits issued by the Ontario Ministry of Environment, Conservation and Parks, one for the lab (8-1131-96-007), and


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the other for the garage for welding exhaust (5522-78NUN2). Site drainage into Snug Harbour and the Maitland River is permitted pursuant to Certificate of Approval 2342-7ULQEU and Environmental Compliance Approval 1236-8YGK8A, respectively, issued by the Ontario Ministry of Environment, Conservation and Parks.

The general method of mining employed at the Goderich mine is known as room and pillar mining. Beginning in 2012 and 2013, the Company advanced the Goderich mine to mechanized room and pillar mining as continuous miners (each a “CM”) replaced the previous under-cutter/over-cutter equipment and drilling and blasting sequence in the development areas of the mine. By 2017, the Company was engaged in continuous mining of the entire 60-foot face of the mined rooms in multiple lifts with a goal of improving efficiency, reducing costs and reducing the amount of diesel equipment utilized underground, thus largely eliminating the use of drilling and blasting at the Goderich mine. The Company continues to upgrade its CM fleet at the Goderich mine.

Certain mining units at the Goderich mine are equipped with both a CM and a flexible conveyor train (“FCT”), a dynamic move-up unit and a belt storage unit. On these mining units, the CM cuts the salt directly from the face and discharges it into a hopper on the end of the FCT. From the FCT, the rock salt is offloaded to the main underground belt conveyance system where it is then transported to the underground crushers and the mill. Other mining units are also equipped with a CM, but are supported with rubber-tired haulage equipment to transfer salt. Salt mined from these CMs is transferred from the face by rubber-tired haulage to a centralized dump point with a crusher and then follows the same process as the other units once the salt is put onto the underground conveyance system. Rock salt is processed and sized at the underground crushers and the mill before being hoisted to the surface. Salt is stockpiled at the surface in domes and it then may be treated with yellow prussiate of soda (“YPS”), depending on the end use of the salt. The salt is then distributed to depots, packaging facilities and customers via ship (approximately 80%), and rail car and truck (approximately 20%).

All of the surface exploration at Goderich mine occurred during the 1950’s. The drilling results were summarized by Kenneth K. Landes in a report titled Report on Rock Salt Reserves at Goderich, Ontario, dated March 30, 1957. The Landes report concluded the A-2 salt had an average NaCl content of 98.17%. The report does not indicate the tests performed, if the samples were composited or any specific detail of how analytical testing and sample handling were performed. However, the purities described in the Landes report are indicative of the purity levels found within the mine.

The salt resources at Goderich mine have been estimated in conformity with Items 601(b)(96) and 1300 through 1305 of Regulation S-K promulgated by the SEC generally accepted industry practice. The resource estimates are compiled utilizing data and experience of the geological continuity of the salt deposit gained over approximately 65 years of mining the A-2 salt bed, as


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well as the information gathered from 10 vertical core boreholes drilled in the 1950s in the salt bed.

The resulting models provide an estimate of the total resource available to Compass Minerals as defined. In compiling a resource estimate for the Goderich mine, several key assumptions were made:

•Mineral resources are not mineral reserves and do not have demonstrated economic viability,

•Underground mineral resources were initially reported based on the established mining practices, including the established 56-foot mining horizon (mining height). The mining height of 60 feet is proposed, being incorporated, and is utilized for estimates,

•The 60-foot mining height is based upon locational experience, practical fit and execution of mining practices, and past studies and recommendations regarding ground control and roof support performed,

•The proposed mining height at Goderich is under review and may vary in the future,

•The specific point of reference for Goderich mine is constrained to the current elevation of the salt bed on the lease at the base of the A-2 salt, approximately 1,750 ft to 1,760 ft below ground surface at the mine shaft location. Mining occurs within the 82-foot thick A-2 salt bed and is limited within the existing leases as described in the paragraphs in Section 3,

•All values have been rounded to reflect the relative accuracy of the estimates, and

•Tonnage was calculated based on a tonnage factor of 0.0675 tons/ft3.

The resource estimation methodology involved the following procedures:

•Review of available data and reports,

•Database compilation and verification,

•Definition of resource domains,

•Volumetric calculation based on A-2 salt bed assumptions,

•Resource classification and validation,

•Assessment of “reasonable prospects for economic extraction”, and

•Preparation of the Mineral Resource Statement.

Summaries of the Goderich mine’s salt mineral resources and mineral reserves as of September 30, 2021 and December 30, 2020 are shown in Tables 1-1 and 1-2, respectively. Joseph Havasi, who is employed full-time as the Director, Natural Resources of the Company, served as the QP and prepared the estimates of salt mineral resources and mineral reserves at the Goderich mine.


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Table 1-1. Goderich Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Resource (tons)(1)(2)(4)(5)(6)(7)(8)
Resource Area(3)(9)	As of September 30, 2021	As of December 31, 2020
Measured Resources	—	—
Indicated Resources	1,485,710,000	1,503,121,000
Measured + Indicated Resources	1,485,710,000	1,503,121,000
Inferred Resources	148,200,000	148,200,000

(1) Mineral resources are not mineral reserves and do not have demonstrated economic viability.

(2) All figures have been rounded to reflect the relative accuracy of the estimates.

(3) Underground mineral resources are reported based on an expected representative A-2 salt bed thickness of 82 feet.

(4) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot

(5) Included process recovery is 97.5% based on production experience. Included mining recovery is approximately 38.7% based on the room and pillar mine plan.

(6) Although the actual sodium chloride grade is less than 100%, it is not considered in the reserve as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(7) A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(8) There are multiple saleable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data described in Section 16 hereof. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $60.58 per ton. Gross sales prices are projected to increase to approximately $295.60 per ton for rock salt for road deicing through year 2094 (the current expected end of mine life).

(9) Based on an area of approximately 575,257,000 square feet for the A-2 salt bed within the lease area.

Table 1-2. Goderich Mine – Summary of Salt Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Reserve (tons)(1)(2)(3)(4)(5)(6)(7)(8)
Reserve Area(3)(9)	As of September 30, 2021	As of December 31, 2020
Proven Reserves	—	—
Probable Reserves	470,030,000	476,768,000
Total Reserves	470,030,000	476,768,000

(1) Ore reserves are as recovered, saleable product.

(2) All figures have been rounded to reflect the relative accuracy of the estimates.

(3) Reserve volume assumes a mining thickness of 18 meters (approximately 60 feet) production, 8.5 meters (approximately 28 feet) mains.

(4) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(5) Included process recovery is 97.5% based on production experience. Included mining recovery is approximately 38.7% based on the room and pillar mine plan.


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(7) A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(8) There are multiple saleable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt and are based on pricing data described in Section 16 hereof. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $60.58 per ton. Gross sales prices are projected to increase to approximately $295.60 per ton for rock salt for road deicing through year 2094 (the current expected end of mine life).

(9) Based on an area of approximately 575,257,000 square feet for the A-2 salt bed within the lease area.

Capital and operating costs were developed on a unit cost and quantity basis utilizing the QP’s estimates that are based on owner’s costs from the past five years, current and historic cost data from continuous and ongoing operation of the facility, first principles, and 65 years of operational experience operating the facility at projected production run rates. Operating costs presented herein are the QP’s estimates based on the understanding of actual owner’s costs incurred at the operation since 2017, vendor/contractor quotations, and similar operation comparisons, while capital costs projected through 2026 are estimates by the QP based on owner’s cost estimates developed based on unit cost and quantity basis utilizing historic cost data, first principles, vendor/contractor quotations, and similar operation comparisons.

The average annual capital expenditure since 2017 at the Goderich mine is $37,172,000, with a high of $56,984,000 in 2017 and a low of $17,999,000 in the nine-month 2021 fiscal year. The higher than average capital spend in 2017 was primarily associated with a shaft-lining project that was undertaken for safety and maintenance of business. A summary of capital expenses incurred from 2017 through 2021 by the owner is provided in Table 18-1.

The Goderich mine, as well as all Compass Minerals facilities, maintains a five-year capital forecast for all foreseen capital expenditures to support current production. A summary of foreseen capital expenditures is provided on Table 18-2. As shown on Table 18-2, total estimated capital expenditure through 2026 is $189,691,000, and is comprised of either MOB capital and capital spend for major foreseen capital projects through 2026 including:

•Construction of a new Mill and new egress / ingress from Mill to shaft for $44,687,000.

•Maintenance, replacement and rebuilds of the fleet of Continuous Miners for $78,499,000.

The balance of the forecasted capital expenditure through 2026 is $66,506,000 and primarily includes routine replacement for mine vehicles and equipment. Listed expenditures are based on cost estimates generated by third parties, within +/-15% level of accuracy. There are risks regarding the current capital costs estimates through 2026, including escalating costs of raw materials and energy, equipment availability and timing due to either production delays or supply chain gaps.

Actual operating costs incurred at the Goderich mine from 2017 through 2020 are provided in Table 18-2. Summarized costs include labor, maintenance, supplies electric, diesel, lease royalties, logistics and taxes.

Since 2016, total operating costs per ton have ranged from $32.00 per ton in 2021 to $51.30 in 2018 (impacted by a strike). A 66% increase in hoisted tons over the period is the primary factor


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in the resulting decrease in cost per hoisted ton, as well as efficiencies realized from the exclusive operation of CMs and what is viewed as an equitable CBA with labor at the Mine.

Excluding impacts associated with mining inefficiency associated with ramp development, the mine has realized a 4% increase headcount from 509 to 530 employees since 2017.

The Goderich mine has a long history of mining salt from the A2 salt deposit. This history includes a wealth of knowledge on how the ore behaves during mining, quality of the ore, the geomechanical properties of salt to enable safe and sustainable mining practices.

The Company’s salt-producing locations do not utilize classic exploration techniques in the development of their assumptions around mineral resources or reserves. The mineral deposit at Goderich is restricted in access by bodies of water, and industry techniques used for geological exploration for other types of mineral deposits, specifically collection of rock core from drilling, can be degradational to the salt ore being assessed. Given the nature of the salt mineral and each site’s beneath a massive water body, this limitation impedes the validation of mineral resources and reserves using exploration drilling techniques. Accordingly, geophysical techniques are utilized at Goderich to assist in mine planning, and to verify that there are no obstructions ahead of advancement of the mine in the form of geological anomalies or structural features, such as faults that could affect future mining. In conducting these geophysical campaigns, including in-seam seismic and ground penetrating radar technologies, the Company is able to identify the continuity of ore-body ahead of mining. In-seam directional drilling is also conducted at Goderich as a means of extending our visibility into the ore body beyond the ranges that can be assessed by geophysical technologies.

The Company assesses risks inherent in mineral resource and reserve estimates, such as the accuracy of geophysical data that is used to support mine planning, identify hazards and inform operations of the presence of mineable deposit. Also, management is aware of risks associated with potential gaps in assessing the completeness of mineral extraction licenses, entitlements or rights, or changes in laws or regulations that could directly impact the ability to assess mineral resources and reserves or impact production levels.

Notwithstanding, the salt deposit supports continued successful exploitation, given the size, grade, metallurgical characteristics, developed infrastructure, and the knowledge and


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experience of the individuals engaged in the project. The uncertainty and risk associated with the historic exploration data can be mitigated where possible, through annual in-seam seismic campaigns, application of ground penetrating radar, and in-seam directional validation drilling.

Sensitivity analyses conducted on the life-of-mine cash flow analysis indicates that this is a robust project that can withstand 20% increases in the key cash flow components:

•If mining operating costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-2.

•If capital construction costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-2.

•The facility can also withstand a decrease in average selling price of 20% from those currently estimated according to the sensitivities shown in Table 19-3.


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2			Introduction


2.1			Registrant

This Technical Report Summary (this “TRS”) was prepared in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K (Title 17, Part 229, Items 601(b)(96) and 1300 through 1305 of the Code of Federal Regulations) promulgated by the Securities and Exchange Commission (“SEC”) for Compass Minerals International, Inc. (“Compass Minerals” or the “Company”) with respect to estimation of salt mineral reserves for Compass Minerals’ existing operation producing salt in Goderich, Ontario, Canada (referred to as the “Goderich Mine”, “Goderich mine” or the “Mine”).


2.2			Terms of Reference and Purpose

Unless stated otherwise, all volumes and grades are in U.S. customary units and currencies are expressed in constant third quarter 2021 U.S. dollars. Distances are expressed in U.S. customary units.

The purpose of this TRS is to fulfill the requirements of a Mineral Reserve Assessment for the Goderich Mine.

The effective date of this Technical Report Summary is September 30, 2021.


2.3			Sources of Information

This TRS is based upon technical information and engineering data developed and maintained by local personnel at the Goderich Mine site, Compass Minerals’ corporate supporting resources and from work undertaken by third-party contractors and consultants on behalf of the mine. In addition, public data sourced from the Goderich Port Management Commission, Huron County GIS, internal Compass Minerals technical reports, previous technical studies, maps, Compass Minerals letters and memoranda, and public information as cited throughout this TRS and listed in Section 24, “References,” and 25, “Reliance on Information Provided by the Registrant.”

This report was prepared by Joseph R. Havasi, MBA, CPG-12040, a qualified person.


2.4			Details of Inspection

The following table summarizes the details of the personal inspections on the property by the qualified person.


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QP	Date(s) of Visit	Details of Inspection
Joe Havasi	August 2010 – August 2020	Mr. Havasi visited the site in support of miscellaneous projects and met with Site, Engineering, and Financial Management over a period of ten years. Visits and meetings at the site and with Town leaders regarding Mine Closure Plan, completion of the Mine Closure Plan, and leasing matters.
Joe Havasi	August 2021	Mr. Havasi visited the site in support of completion of the Mine Closure Plan, miscellaneous projects and met with Site, Engineering, and Financial Management to procure information for use in this TRS.
Joe Havasi	September 2021	Mr. Havasi visited the site in support of miscellaneous projects and met with Site, Engineering, and Financial Management.

Table 2-1: Site Visits


2.5			Report Version

This TRS is an update of the TRS with respect to sodium and Salt resource and reserve estimates at the Goderich Mine, dated November 29, 2021, with an Effective Date of September 30, 2021, prepared by Joseph Havasi as the qualified person, which was previously filed as Exhibit 96.2 to Compass Minerals’ Transition Report on Form 10-KT for the transition period from January 1, 2021 to September 30, 2021, filed November 30, 2021.


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3			Property Description

The Goderich mine is a production stage, underground mine that produces rock salt primarily for highway use and as feed product for other uses. The Goderich mine is located in southwestern Ontario, Canada, on the eastern shore of Lake Huron. The Goderich mine is located west of the town of Goderich, Ontario, on an isthmus in the mouth of the Maitland River, as it enters Lake Huron. The Goderich mine location is shown in Figure 3-1, while Figure 3-2 illustrates the juxtaposition of owned land where the mine site is located with Compass Minerals salt lease.

Figure 3-1: Site Location Map


3.1			Property Location

The Goderich mine is approximately 60 miles northwest of London, Ontario, and 120 miles west of Toronto, Ontario. Its approximate coordinates are 43˚ 44’ 50” North and 81˚ 43’ 30” West.


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Source: Compass, 2012 (Mine Closure Plan)

Figure 3-2: Aerial View of Mine Site and Extent of Mineral Lease


3.2			Property Area

The mine site includes approximately 16.3 Company-owned acres of man-made peninsula consisting of several large buildings and silos associated with mining and material handling, a ship loading facility and three shafts. Compass Minerals owns the surface and mineral rights shown on Figure 3-3. Compass Minerals actively mines salt west of its owned land under a salt lease with the Ministry of Energy, Northern Development and Mines (ENDM)(lease #107377) comprising approximately 13,195 acres (Figure 3-1).


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Source: Compass, 2012 (Mine Closure Plan)

Figure 3-3: Extent of Mine Site


3.3			Mineral Titles


3.3.1			History of Titles

Salt production began in Goderich, Ontario, in 1867 by Sifto Canada (“Sifto”), after an unsuccessful search for oil uncovered a vast bed of rock salt. Sifto used basic solution mining and evaporation, now known as mechanical evaporation, to begin the nearby Goderich plant.

Salt exploration was initiated in the area in the early 1950s. That exploration targeted a potential underground mining operation started in the Goderich Harbor area. However, prior to that, a narrow peninsula had been constructed for use as a trunk line for the CN Railway. Further, the Department of Transport operated a small marina on the south east side of what was to become the mine lease which, at that time, was only accessible by water. The peninsula was widened and the area to be used by the mine and neighboring facilities was constructed using materials from local quarries and supplemented with materials from the first mine shaft.

In 1956, Sifto received approval to operate an underground salt mine while under the ownership of Dominion Tar and Chemical Company Ltd. Initial drilling at the Goderich mine started in 1955 with the sinking of the first shaft beginning in 1957. The Goderich mine started production upon the completion of the first shaft in 1959. Additional increases in production were enabled after a second mine shaft and a third mine shaft were completed in 1962 and 1982, respectively. In 1990, Domtar Chemicals Limited (previously known as Dominion Tar and Chemical Company Ltd.) sold Sifto to the North American Salt Company, a subsidiary of D.G. Harris & Associates (“DGHA”). In 1993, DGHA founded Harris Chemical Group as a holding company for salt operations which was acquired by IMC Global (“IMC”) in 1997. IMC sold a majority of its salt


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operations, including the Goderich mine, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.


3.4			Mineral Rights

There are three Water Lot Locations that comprise the overall Salt Mining Lease:

•CL 3803, covering 1,058.3 hectares,

•CL 3804 covering 1,269.6 hectares and

•CL 9861 covering 3,012.2 hectares.

These three Water Lots total 5,340.1 hectares.

Figure 3-4 shows the individual Water Lots comprising the overall Salt Lease.

Source: Archibald, Gray & McKay (Ontario Land Surveyors), 1996

Figure 3-4: Goderich Mine Salt Lease Water Lots


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3.5			Encumbrances

The Mine is not subject to known encumbrances in the form of future permitting requirements, permit conditions, violations or fines.

Notwithstanding, the QP is aware of an aboriginal land claim filed in 2003 by The Chippewas of Nawash and The Chippewas of Saugeen (the “Chippewas”) in the Ontario Superior Court against The Attorney General of Canada and Her Majesty The Queen In Right of Ontario. The Chippewas claim that a large part of the land under Lake Huron was never surrendered by treaty and thus seek a declaration that the Chippewas hold aboriginal title to those submerged lands. The land to which aboriginal title is claimed includes land under which our Goderich mine operates and has mining rights granted to it by the government of Ontario. The actions also seek damages for the value and loss of use of lands. The Company is not a party to the court actions. On July 29, 2021, the Court in Ontario issued an order holding that the Chippewas do not have aboriginal title to the submerged lake lands. The Chippewas subsequently appealed that ruling, and the appeal is still pending.


3.6			Other Significant Factor and Risks

All significant factors or risks have been identified and described in the TRS.


3.7			Royalties Held

Not Applicable.


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4			Accessibility, Climate, Local Resources, Infrastructure, & Physiography


4.1			Topography, Elevation and Vegetation

The Goderich Mine surface facility is situated on ‘made-land’ that was created in 1872, following the redirection and dredging of the Maitland River, north to its current alignment, and the construction of a breakwater separating the river mouth from the harbor. Construction of the north and south piers was also undertaken in 1872, with north and south breakwaters being constructed between 1904 and 1908, and extended in 1911 (GPMC, 2014) (Figure 4-1). The elevation of the Goderich Mine is 179m amsl, and is bounded by the Maitland River to the north, Lake Huron to the west, the Goderich Harbor and Snug Harbor to the south and east. The entire site is very gently sloping to the southwest (Figure 4-2).

Figure 4-1: Goderich Harbor

Source: Compass Minerals

The datum elevation of Lake Huron is 176 meters (IGLD, 1985). Maximum and minimum water levels range from 175.6 m to 177.5 m above sea level (ASL), as reported by International Great Lakes Datum (IGLD) 1985. The long-term average lake level is established at 176.5 m ASL.


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Figure 4-2: Topographic Quadrangle Map: Goderich Mine

Source: Compass Minerals

Although species diversity was relatively high in the areas associated with the Lower Maitland River Valley, the harbor area has been heavily influenced by human activity, including the creation of much of the harbor’s infrastructure; consequently, there is very little vegetation at the mine site. The Town of Goderich is located in the Physiographic Region known as the Huron Slope. This is a narrow strip of land between the Wyoming Moraine and the eastern shoreline of Lake Huron. The Huron Slope extends from Sarnia to Tobermory and is characterized by a number of dominant landforms including spillways, till plains, kame moraines, beach ridges, sand dunes and shore cliffs. The Huron Slope is considered to be a clay plain of glacial Lake Warren overlying a fine-grained (i.e. primarily silt and clay sized particles) basal glacial till. Till is sometimes exposed at the surface and thin surficial layers of sand are found in the immediate area of Goderich (Golder 2012).


4.2			Means of Access

Access to the Goderich mine is considered excellent. The town of Goderich has established infrastructure for both mining and exporting salt and can be accessed via regional highways from Toronto from the east (2.5 hours). The triangular-shaped mine site is surrounded by the lake on three sides and the Maitland River on the north side. Goderich Harbor and the Goderich mine site are accessed via North Harbor Road, a municipally owned and maintained road that connects the harbor area to Highway 21. Commercial air travel is available from London, Ontario, Toronto, Ontario, and Detroit, Michigan, all of which are in relative proximity to the site.


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4.3			Climate and Operating Season

The Town of Goderich is located on the windward side of Lake Huron, approximately 120 km north of Sarnia, which is at the southern end of the lake. Goderich’s climate is moderated by its proximity to Lake Huron with a summer daytime average temperature of 17.75oC and a winter daytime average temperature of -4.75oC. Goderich receives a monthly average of 90.25 mm of rain during the summer and a monthly average of 74.75 cm of snow during the winter (Environment Canada 2012).


4.4			Infrastructure Availability and Resources

The Operation is connected to local power, water, natural gas and sewage infrastructure. Primary logistics for transporting mined product include the rail siding and direct loading into ships or barges in Goderich Harbor.

The town of Goderich provides all necessary resources for the Operation with a ready labor supply, housing, hotels, food and all other typical facilities. The close proximity to rail, port and roads provides easy access for all logistical needs.


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5			History

The following history of Goderich Harbor was derived from the Goderich Port Management Corporation’s Environmental Assessment in support of potential port expansion project:

Since the 1820’s Goderich has had an active harbor associated with lumber and agricultural produce (InterVISTAS 2009). The area surrounding Goderich’s natural harbor was surveyed by the Canada Company in 1827, with a trading post established at the mouth of the Maitland River by 1828. Between 1830 and 1850 the Canada Company built two wooden piers to protect vessels in the harbor from storms (Heritage Resources Centre 2010). Today’s modern harbor was created in 1872, following the redirection and dredging of the Maitland River, north to its current alignment, and the construction of a breakwater separating the river mouth from the harbor. Construction of the north and south piers was also undertaken in 1872, with north and south breakwaters being constructed between 1904 and 1908, and extended in 1911 (Heritage Resources Centre 2010).

The Goderich Port became a favorite wintering spot for schooners and other ships. Between 1840 and 1962, over 100 vessels were built in the harbor. The first grain elevator at the Port was built in 1866 but was later destroyed by fire. The current elevators, constructed in the 1920s, are still in operation today. In 1866, Samuel Platt discovered salt while drilling for oil in the harbor.

In 1956, Sifto received approval to operate an underground salt mine while under the ownership of Dominion Tar and Chemical Company Ltd. Initial drilling at the Goderich mine started in 1955 with the sinking of the first shaft beginning in 1957. The Goderich mine started production upon the completion of the first shaft in 1959. Additional increases in production were enabled after a second mine shaft and a third mine shaft were completed in 1962 and 1982, respectively. In 1990, Domtar Chemicals Limited (previously known as Dominion Tar and Chemical Company Ltd.) sold Sifto to the North American Salt Company, a subsidiary of D.G. Harris & Associates (“DGHA”). In 1993, DGHA founded Harris Chemical Group as a holding company for salt operations which was acquired by IMC Global (“IMC”) in 1997. IMC sold a majority of its salt operations, including the Goderich mine, to Apollo Management V, L.P. through an entity called Compass Minerals Group in 2001. Following a leveraged recapitalization, the company now known as Compass Minerals International, Inc. completed an initial public offering in 2003.


6			Geological Setting, Mineralization, and Deposit


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6.1			Geologic Description

The Goderich Salt Mine is located near the east edge of the Michigan salt basin (Figure 6-1). The stratigraphy consists of a sedimentary rock sequences which includes salt evaporates (or halites) contained within the Silurian-age Salina formation (Figure 6-2). The Silurian dolomites, shales, and evaporites are overlain by the dolomites and limestones of Devonian-age and underlain by Ordovician limestones and shales. The Salina group is classified into units in ascending order from A to G.

The sediments of the Salina formation approach 3,000 ft (900 m) maximum thickness near the basin depositional center (Figure 6-1), thinning out to several hundred meters or less on the basin margins where the salt is absent. The aggregate thickness of the salt in the Salina formation can exceed 2,000 ft (600 m) in the thickest sequences in the depositional center of the basin, thinning out to zero at the basin margins. The salt strata are highly continuous over the basin, and most of the major salt units can be traced for hundreds of kilometers.

In the Goderich area, the aggregate thickness of the Salina formation is about 1,000 ft (300 m), of which approximately 40% consists of salt beds, with the B unit salt being the dominant salt bed.

The geological interpretation assumes that the A-2 evaporite salt bed is continuous and potentially thickens to the west towards the center of the Michigan basin. The regional stratigraphic sequence is well understood from many wells drilled across the basin and locally in the Goderich area. The salt strata are highly continuous over the basin, and most of the major salt units can be traced for hundreds of kilometers.

On a local scale, the continuity of the salt beds can be impacted by the presence of pinnacle reefs, displacement by faults, or the local leaching of salt. The Company can use various tools to characterize geological conditions in nearby areas to assess the possibility of encountering these local ground conditions at the mine.


6.2			Mineral Deposit Type

The Goderich Salt Mine is situated in the A-2 salt bed. The A-2 salt is immediately overlain by the A-2 carbonate sequence and underlain by the A-1 carbonate sequence. The base of the A-2 salt bed is located approximately 1,750 ft to 1,760 ft below surface at the mine shafts’ location. Figure 6-2 shows the stratigraphic column at the mine.

The A-2 salt bed in the shaft area is approximately 79 ft thick. Other salt beds above the mine consist of B, D, and F salt beds at progressively shallower depths. The upper most F salt bed is about 980 ft below surface at the shafts’ locations. The salt beds are nearly horizontal and dip at approximately 1.5° to the southwest.

The A-2 salt contains parting features that may be encountered during mining or present stability challenges when shallow in the roof. The clay partings often exhibit rippled surfaces. The features tend to be weak and roof separation is common when located immediately above the roof at room center. The dolomite / anhydrite / clay bands’ (commonly referred to as rock bands) thickness ranges from thin lamina (less than one quarter inch) and four to six inches. The frequency and thickness of the rock bands increase near the top and the bottom of the A-2 salt. Slumping or folding structures within the salt are common.

The rock of the A-2 carbonate bed, which overlies the A-2 salt, is a dolomite. The thickness of the A-2 carbonate bed is about 140 ft and the bedding has prominent partings that range in spacing from less than one inch and one to two feet (Table 6-1). The estimated cohesive strength at bedding features is very low. There is little evidence of cross fracturing or jointing


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within the dolomite. The rock is prone to raveling as observed in areas where it has been exposed in the mine roof.


Hole ID	From (ft)	To (ft)	Lithology	Thickness (ft)
DDH02	1,676.0	1,754.7	A2_Salt	78.7
DDH03	1,715.7	1,748.0	A2_Salt	32.3
DDH05*	-	-	-	-
DDH06	1,692.3	1,767.2	A2_Salt	74.9
DDH09	1,681.7	1,768.7	A2_Salt	87.0
DDH10	1,696.9	1,781.8	A2_Salt	84.9
DDH11	1,699.0	1,780.0	A2_Salt	81.0
DDH12	1,711.6	1,797.3	A2_Salt	85.7
DDH13	1,673.0	1,759.0	A2_Salt	86.0
DDH14	1,782.7	1,863.5	A2_Salt	80.8
		A2	Average†	82.4

Table 6-1: Thickness of A-2 Salt in Exploration Drilling

Notes: *A2 salt not intercepted in Salina formation.

† Average excludes anomalous boreholes DDH03 andDDH05

Source: SRK from Compass data


6.3			Stratigraphic Section


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Source: Johnson and Gonzales, 1978 as referenced in Dusseault, 2004

Figure 6-1: General Cross-Section of the Michigan Basin


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Source: modified from left: Johnson and Gonzales, 1978 as referenced in Dusseault, 2004 and right: Sanford, 1969

Figure 6-2: Stratigraphic Sequence of the Michigan Basin and the Goderich Salt Mine


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7			Exploration

Exploration on the Goderich Salt Mine is very limited. In the late 1950s, the Sifto Salt Company Ltd. drilled 16 vertical core boreholes, 10 of which were drilled to a depth sufficient to intercept the A-2 salt bed (Figure 7-1). The drilling results are summarized by Kenneth K. Landes (1957) in a report titled Report on Rock Salt Reserves at Goderich, Ontario dated March 30, 1957.

All of the surface exploratory holes were drilled in the 1950’s. Most of the Goderich Mine is located under Lake Huron. This makes any surface exploratory drilling expensive and inherently risky.

Compass has undertaken an in-mine exploration program along with Ground Penetrating Radar (GPR) and in-seam seismic surveys. All the current exploration projects are to verify thickness of the ore deposit and not to determine quality. This is due to the fact the salt has been found to be uniform in its quality.


7.1			Procedures - Exploration Other than Drilling

In-seam seismic surveys were conducted at two areas with ground condition problems at the current southern extent of the mine workings (Figure 7-1). In-seam seismic is able to detect disturbances in salt continuity but cannot observe salt thickness. The survey conducted by Associated Mining Consultants (AMC) in 1997 concluded that they had encountered “events” coinciding with “the range at which hard material had been encountered during drilling”. Mining operation efforts were halted at the first seismic reflector.

The in-seam seismic survey done in 2013 by DMT showed P – and S- waves within salt with some detected seismic reflections showing disturbances in the salt interpreted as possible faults or increases in organic material.

In 2019, the mine began using GPR to identify the thickness of the A-2 Salt layer in development. The mine purchased a Sensors and Software Pulse EKKO 100 MHz antenna, and processing software suite. The thickness was calculated using common midpoint (CMP) survey-derived wave speeds, taking the geometry of the GPR system into account and propagating the associated uncertainties. The surveys have identified areas of decreased and increased thickness in the mine allowing the mine plan to be adjusted accordingly.


7.2			Exploration Drilling

The report by Landes concluded that commercial salt beds have been defined in the A-2 and F salt beds. The A-2 salt was reported as having a minimum mining thickness of 70 ft with an average NaCl content of 98.17%. The F salt was reported at a minimum mining thickness of 15 ft with an average NaCl content of 98.24%. The other salt units, A-1, B, and D were deemed at the time as either too thin or with too many impurities for commercial extraction.

The average thickness of the A-2 salt bed is 82.4 ft, as defined by eight drill intercepts that have pierced through the whole unit Table 6-1. Drill intercepts closest to the lease (boreholes 9, 10, 11 and 12) average 84 feet thickness and the salt zone generally thickens moving to the west, where mining is occurring. Interestingly, the A-2 salt thins to a thickness of 32 ft on borehole 3 and completely disappears in borehole 5. Landes (1957) interprets the disappearance of the A2 salt in borehole 5 as being due to leaching of the salt and subsequent collapse of the overlying beds, as evidenced by a steepening of the beds and the presence of salt-filled fractures in the core. Landes does not however attribute the thinning of the A-2 salt in borehole 3 to the same leaching process as no brecciation was observed and the A-2 carbonate is also thinned by over


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70 ft. Therefore, to explain the anomalous situation at borehole 3 by leaching would involve not only dissolving the upper three-fifth of the A-2 salt but also half of the overlying A-2 dolomite, all without disturbing the strata above. As such, Landes interpreted this oddity as being related to faulting though no faults were interpreted in the log and the QP is not aware of any mapped fault in the area. The orientation of such a fault is unknown but restricted by the fact that it has not been observed in existing workings. However, Terry Carter, consultant geologist for Compass with many years of experience at the mine, believes that the thinning of A-2 salt on borehole 3 could still be due to salt dissolution. Further geological work is required to understand the reason for salt thinning in this area.

Source: Compass Minerals

Figure 7-1: Exploration Drilling and In-seam Seismic Surveys at the Goderich Salt Mine (existing mine workings in red)


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7.3			Procedures – Drilling Exploration

The first exploration holes were drilled in the 1950’s. Drilling logs exist; however, drilling procedures have not been found.

In 2019, Compass Minerals began an inseam drilling program. This program was designed to confirm the thickness of the ore body in the proposed new mine workings and was not designed to collect information about quality of the salt.

The drilling program used a small diamond drill rig along with directional drilling tool. The drillholes were located to drill into areas where new mine workings are proposed. The typical drillhole was drilled using NQ core barrel. The drill holes were drilled horizontally with 20 ft cemented casings. The cement was allowed to cure for 12 hours, then pressure tested to 1,000 psi for 10 minutes. If the casing fails the pressure test, re-cementing the casing is performed. If the casing fails the pressure test twice, the hole is abandoned, and another location is drilled.

Every 100 meters, upwards and then downwards wedges were branched off the main horizontal hole to intersect with the anhydrite formations above and below the salt. All drill holes are logged, and cores remain within Goderich Mine to be used for future reference.

The drilling program is an on-going program with new sites chosen as mine planning dictates.


7.4			Characterization of Hydrology

Golder Associates (2013) summarized hydrogeological conditions and observations made during the sinking of the three shafts. The sequence of geologic strata typically encountered near the shafts are summarized in Table 7-1.

Table 7-1: Typical Borehole Log Near Shafts at Goderich Mine

This geologic sequence is consistent with the information available from shaft sinking logs. The shale beds and salt beds of the Salina Formation in the area represent an aquitard and form the base of the more active groundwater flow system present in the overlying units (starting at 230 m, or about 750 ft bgs). It is understood that groundwater in the Lucas, Amherstburg, Bois Blanc, and Bass Islands Formations is typically fresh to brackish, with water in the deeper Salina units being of high salinity. An additional source of information includes geologic observations that were made during shaft sinking and summarized in a report by Phillips (2000). The observations are summarized in Table 7-2. Below the superficial sand and gravel deposits associated with the lake bed and riverbed, the strata are nearly horizontally bedded. This means that strata can be correlated as approximately horizontal between the nearby boreholes and shafts.


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Table 7-2: Geologic Conditions Identified During Shaft Sinking

As part of the study by Golder Associates (2013), a hydrogeological investigation was conducted in test well VWP-1 to provide information and aid in the design of a program for re-lining shafts #1 and #2. This investigation included collecting geophysical data, borehole video images, and geological logging. Hydrogeologic testing included flow profiling, hydraulic testing, and water chemistry sampling. The test borehole was cemented and abandoned upon completion of test program. The measured water levels and flow conditions from the test program are summarized on Table 7-2, along with estimates of hydraulic conductivity for the various intervals.

Table 7-3: Hydrogeologic data from Test Well VWP-1

Appendix B shows a log of the inflows encountered during the sinking of shafts #1 and #2. This data is considered relevant to the prediction of hydrogeological inflow conditions to the underground workings and around the shaft seals.

The review of hydrogeologic data is summarized in the following points:

• The dolostone (shaley dolomite) of the Lucas, Amherstburg, Bois Blank, and Bass Island Formations to a depth of about 230 m are water bearing with artesian flow measured through the sequence.

• There is presence of vertical groundwater gradients to the depth of about 230 m with hydraulic heads varied from 1 to 3 m above ground between depths of 40 to 89 m. Average hydraulic head of 4.3 m above ground between depths of 90 and 230 m, resulting in strong artesian flow in boreholes.

• Significant artesian flow rates of 18 to 32 L/sec (285 to 507 gpm) were measured throughout the Amherstburg, Bois Blanc, and Bass Island Formation between depths of 97 and 217 m with the deepest major flow zone encountered at a depth of 213 m. Significant flow producing zones were encountered through the upper 200 m of rock generally corresponding to karstified, weathered bedding partings, vertical fractures, and stratigraphic discontinuities.


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• The anhydrite beds identified at depths between approximately 230 and 248 m in the base of the Bass Island Formation, when intact as they were observed in Test Well VWP-1, likely represent an aquitard or caprock to the large-scale groundwater circulation.

• The Salina Formation G and F Members encountered in Test Well VWP-1 between depths of 248 and 258 m appeared to be intact and did not exhibit an indication of significant weathering. However, some minor open bedding partings were observed that may be associated with minor groundwater flow zones.

• Groundwater level measured in the Salina Formation was approximately 120 m below ground surface. The strong hydraulic head difference of 124 m observed across the lower Bass Island Formation anhydrite beds suggests that they are acting as an effective aquitard, at least in the immediate vicinity of Test Well VWP-1.

• The observed intact rock and absence of major flow zones below 213 m in Test Well VPW-1 are generally consistent with observations from the original sinking of Shaft #2, which reports dry conditions below 219 m. However, regular groundwater inflows to the depth to 335 m with a flow range of 0.5 to 1.5 L/sec were reported during construction of Shaft #1.


7.5			Exploration - Geotechnical Data

No geotechnical data was found for the above ground exploration holes. The current drilling program does not contain any provisions for the collection or testing for geotechnical purposes.


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Source: Compass Minerals

Figure 7-2: Drill Hole Locations


7.6			Description of Relevant Exploration Data

The combination of historic data collected through historical exploration, the large body of geologic knowledge of the area and the Michigan Basin, combined with the long operational history of the mine and Compass Minerals’ underground GPR and drilling exploration has created a strong understanding of the thickness and continuity of the salt bed. Furthermore, the salt deposit has been shown to be almost pure sodium chloride (~98%), less some anhydritic interbedding. The presence of the anhydritic banding is common in salt beds and is due to the


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depositional process of halite. The undulating thickness as discovered using GPR is localized and has no significant impact on reserves.

The mine has been in operation for over 60 years and has accumulated a wealth of knowledge about the homogeneity and continuity of the salt bed. As mining operations continue to the west, towards the center of the basin, all geologic information points to the salt bed becoming thicker. The only limiting factor of the mine and the reserves, is the boundaries of the lease.


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8			Sample Preparation, Analysis, and Security

All of the surface exploration occurred during the 1950’s. The previously referenced report by Landes concluded the A-2 salt had an average NaCl content of 98.17%. The report does not indicate the tests performed, if the samples were composited or any specific detail of how analytical testing and sample handling were performed. However, the purities described in the Landes report are indicative of the purity levels found within the mine.

Halite is a sedimentary rock that is formed when large volumes of sea or salty water is evaporated from an arid climate basin. The basin has a replenishing flow of salty water and a restricted input of fresh or any other water. This depositional environment creates large uniform beds of halite. The size and uniformity of halite beds allows the mining environment where exploratory sampling can be limited in scope. Compass Minerals samples for purity during production, as described in Section 10.


8.1			Sample Preparation and Quality Control

The sampling occurred in the 1950’s and was not documented.


8.2			Sample Analyses

The sampling occurred in the 1950’s and was not documented.


8.3			Sample Quality Control and Assurance

The sampling occurred in the 1950’s and was not documented.


8.4			Adequacy of Sample Preparation

The sampling occurred in the 1950’s and was not documented.


8.5			Analytical Procedures

The sampling occurred in the 1950’s and was not documented.


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9			Data Verification


9.1			Data Verification Procedures

Data verification of the information contained herein and review of the practices and procedures of the engineering and mine planning at Goderich Mine is typically performed with the assistance of third-party consulting firms familiar with the salt mineral industry. The mine utilizes on-site installations of Deswik Mining Software along with these independent consultants to review and assist with the construction of resource and reserve models, mine plans and mine sampling.


9.2			Conducting Verifications

Verification of resource and reserve information has been limited in the past to third-party consulting and internal review by Compass corporate engineering. This is consistent with past industry practice.


9.3			Opinion of Adequacy

For the purposes of this technical report summary, given the uniformity of the resource orebody being evaluated, the consistent nature of the salt output from the mine over its extended history and the expected extended duration of the mining operations, the current set of analytical procedures in place for production of resource and reserve estimations is considered adequate and in alignment with conventional industry practice for the mining of salt on this production level.


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10			Mineral Processing and Metallurgical Testing


10.1			Nature and Extent

Goderich Mine produces chemical grade salt and highway deicing salt. The mine utilizes a process of physical gradation whereby the oversized pieces of salt are sent to be crushed and fines are compacted into blocks, while rock and other impurities are removed by optical sorting machines. A water and acid soluble analysis are performed and follows ASTM E-534-2008 guidelines.

Samples are taken from the production conveyor belt, hoisting and at the vessel. Production samples are taken four times a shift for chemical salt. Hoisting samples are taken every 250 tons for chemical salt and 800 tons for highway grade salt. Vessel samples are taken every 800 tons and composited for chemical grade salt and 2000 tons, composited for highway grade salt.


10.2			Degree of Representation

In seam sampling of the salt deposit at Goderich Mine is a part of the production process and is considered representative of the surrounding orebody for a particular level of mining. The deposit at Goderich Mine exhibits strong structural and grade continuity typical of this type of industrial mineral deposit and so the inseam sampling provides a reliable characterization of the product being mined. Save for an occasional inclusion or rock into a level as described in the geology sections, the inseam sampling remains reliably descriptive of the salt resource.


10.3			Analytical and Testing Laboratories

Due to the consistent and uniform nature of the salt mineral being recovered, production samples are tested by Compass at the facilities owned and operated by the mine. This laboratory is not certified. If sampling programs or quality investigations are required outside of the typical mode of operations, Goderich Mine would utilize third-party certified laboratories and testing following industry standard practices for quality assurance and control.


10.4			Recovery Assumptions

Recovery factors applied to production are based upon experiential and historical calibrations of results. For example, some mined product is lost to market through the production of fines during the mining process. An example QC report from May 2021 is provided as Figure 10-1 illustrating test methods and results for moisture, fines, and purity for this period.

The Company tests for fines using the 303-CC/HWY standard. The test evaluates the percentage deicing salt product passing -28 mesh screen with a control limit of 15%. Figure 10-2 illustrates the Mine’s performance within upper and lower control limits relative to fines for 2021. Where and when possible, fines are blended back into certain products, and when that is not available, the fines are moved into the mine for long-term storage.

The Goderich Mine also tests for percent NaCl and has a control limit of 96%. This standard is commonly met, with results ranging between 96% and 98%. Standard 303-CC/HWY also has a moisture standard of 0.5%. The Goderich Mine commonly passes this test as well.


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Figure 10-1: Standard QC Report for key Testing Parameters for Highway Deicing Salt


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Figure 10-2: 303 Highway Salt Fines (%28 Mesh) Performance


10.5			Adequacy of Data

Laboratory data collected at Goderich Mine is adequate for the continued production of salt and in alignment with typical conventional industry practice for the industry. This is based upon empirical experience. Detailed recovery of data and analysis beyond the current practices would be considered uneconomic and unnecessary in the absence of a specific issuer or conditions required such further analysis.


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11			Mineral Resource Estimates


11.1			Introduction

This section describes the resource estimation, methodology applied and summarizes the key assumptions considered. The resource estimation reported herein is a reasonable representation of the rock salt mineralization found in the Goderich Salt Mine at the current level of understanding.

The salt resources at Goderich Mine have been estimated in conformity with Items 601(b)(96) and 1300 through 1305 of Regulation S-K promulgated by the SEC, according to generally accepted industry practice and experience and in alignment with Canadian Institute of Mining’s (CIM) “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines (2019) as well as the Guidelines for Industrial Mineral (2003) published by the CIM Estimation Best Practice Committee. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of a mineral resource will be converted into mineral reserves.

The resource estimates are compiled utilizing data and experience of the geological continuity of the salt deposit gained over approximately 65 years of mining the A-2 salt bed, as well as the information gathered from 10 vertical core boreholes drilled in the 1950s in the salt bed.

Compass develops and continuously updates its models of the salt bed utilizing a combination of many advanced analytical tools, including Autodesk’s AutoCAD, Seequent’s Leapfrog Geo, Deswik’s Mining CAD and scheduling modules as well as Microsoft Excel and other tools. Additionally, results from various and proprietary reports of engineering and geologic investigations by third-party consultants conducted for Compass were incorporated in the evaluation of the resource.


11.1.1			Key Assumptions and Parameters

The resulting models provide an estimate of the total resource available to Compass Minerals as defined. In compiling a resource estimate for the Goderich Mine, several key assumptions were made:

•Mineral resources are not mineral reserves and do not have demonstrated economic viability,

•The proposed mining height at Goderich is under review and may vary in the future,

•The specific point of reference for Goderich Mine is constrained to the current elevation of the salt bed on the lease at the base of the A-2 salt, approximately 1,750 ft to 1,760 ft below ground surface at the mine shaft location. Mining occurs within the 82-foot thick A-2 salt bed and is limited within the existing leases as described in the paragraphs in Section 3,

•All values have been rounded to reflect the relative accuracy of the estimates, and


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•Tonnage was calculated based on a tonnage factor of 0.0675 tons/ft3.


11.1.2			Methodology

The resource estimation methodology involved the following procedures:

•Review of available data and reports,

•Database compilation and verification,

•Definition of resource domains,

•Volumetric calculation based on A-2 salt bed assumptions,

•Resource classification and validation,

•Assessment of “reasonable prospects for economic extraction”, and

•Preparation of the Mineral Resource Statement


11.2			Mineral Resource Statement

Table 11-1: Goderich Mine – Summary of Salt Mineral Resources at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Resource (tons)(1)(2)(4)(5)(6)(7)(8)
Resource Area(3)(9)	As of September 30, 2021	As of December 31, 2020
Measured Resources	—	—
Indicated Resources	1,485,710,000	1,503,121,000
Measured + Indicated Resources	1,485,710,000	1,503,121,000
Inferred Resources	148,200,000	148,200,000

(1) Mineral resources are not mineral reserves and do not have demonstrated economic viability.

(2) All figures have been rounded to reflect the relative accuracy of the estimates.

(3) Underground mineral resources are reported based on an expected representative A-2 salt bed thickness of 82 feet.

(4) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot

(5) Included process recovery is 97.5% based on production experience. Included mining recovery is approximately 38.7% based on the room and pillar mine plan.

(6) Although the actual sodium chloride grade is less than 100%, it is not considered in the resource, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(7) A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(8) There are multiple saleable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt, and are based on pricing data described in Section 16 of this TRS. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $60.58 per ton. Gross sales prices are projected to increase to approximately


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$295.60 per ton for rock salt for road deicing through year 2094 (the current expected end of mine life).

(9) Based on an area of approximately 575,257,000 square feet for the A-2 salt bed within the lease area.


11.3			Estimates of Cut-off Grades

Goderich Mine produces rock salt, primarily for highway use and as feed product for other uses. Mineral cut-off grades are not applicable to the recovery of rock salt and are not a driver for production. It is understood that, for all practical purposes, every ton recovered and hoisted to the surface at Goderich is a viable sales ton. A cut-off grade is not impacted by commodity pricing, save for in the event in which costs to produce and deliver rock salt to market exceed the established floor price of the commodity as discussed in the section on Economic Analysis. Production of salt is driven not by the availability of the resource and control of a cut-off grade, but by market demand. Salt production and correspondingly costs can be modulated in response to that demand.

It is worth noting that while there is no cut-off grade, there are losses in the mining process. Mined salt that is recovered during mining operations and handling is either sales product for shipment or is lost as waste in the form of fines. Fines are defined as volumes of salt resulting the production process below saleable size consist. The waste volumes are disposed of underground in existing abandoned excavations mined previously and accounts for approximately 2.5% of the salt recovered. This value does fluctuate with production. Efforts are underway to reduce fines loss by conversion into a saleable product through compaction. Results from those effort are still preliminary and are not considered or reported in this summary. However, as noted elsewhere, for the purposed of defining the salt resource, all of the in-situ mineral within the contours of the salt dome is considered a resource within the constraints of mining practices and safety.


11.4			Resource Classification

Volumes, grade and tonnages estimated for the Goderich Salt Mine were classified in alignment with Items 601(b)(96) and 1300 through 1305 of Regulation S-K and the CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines (2019) by Compass Minerals on-site engineering and corporate support.

Mineral resource classification is typically a subjective concept, and industry best practices suggest that resource classification should consider the confidence in the geological continuity of the modelled mineralization, the quality and quantity of exploration data supporting the estimates, and the geostatistical confidence in the tonnage and grade estimates. Appropriate classification criteria should aim at integrating these concepts to delineate regular areas at a similar resource classification.

The mineral resource model is informed from feedback provided by the ongoing mining operations, historic core boreholes drilled at or near the shore of Lake Huron and limited in-seam seismic data. The current mining face is nearly 5.4 kilometers from the shaft. Continuity of the stratigraphic unit containing the rock salt mineralization has been found to be consistent and stable over the currently mined area.

The primary criteria considered for classification consists of confidence in local geological continuity. The confidence in geological continuity of the rock salt mineralization is good based on the mining history of the deposit. Therefore, on the basis of geological continuity alone,


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Indicated or Inferred categories can be reported. However, the confidence in the geological continuity deteriorates near a potential fault detected in core borehole 3 where the A-2 salt thins to a thickness of 32 ft, and in the south-central part of the mine where uncertain ground conditions were encountered with a potential pinnacle reef. On this basis, an Inferred classification was assigned to these two areas.

Other factors such as grade continuity were not considered for classification. While local variations exist regarding impurities in the salt, such as organic materials, dolomite, or anhydrite, insignificant and inconsistent data exist to establish any substantial impact of such materials on the resource. As the primary end market of the Goderich Mine salt is as road salt, such impurities are not typically addressed in the recovery of the resource and these factors are not expected to have a material impact on the resource estimate. All recovered material is considered to be 100% saleable as road salt after processing. Waste salt, which is represented as fines unsuitable for sale, represents approximately 2.5% of the recovered tons.

The following classification has been applied to the Goderich Salt Mine resource estimate:

Inferred Mineral Resource: Volumes for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. At Goderich, contiguous volumes of mineralization are informed by existing mining history. The confidence in local geological continuity is however impacted by the potential for localized pinnacle reef intrusions (south central area of lease) and/or the possible presence of faults which may have displaced the A-2 sequence by as much 50 to 100 ft (northeast part of lease).

Indicated Mineral Resource: Contiguous volumes of rock salt 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. These volumes of are also informed by the existing mining history and historical core boreholes with expected A-2 salt thicknesses but include the existing lease area, the pillars, roof, and floor of mined areas with the potential of extraction during retreat or by solution and all other mining in the A-2 mine area.

Measured Mineral Resource: Contiguous volumes of rock salt mineralization informed from confirmation of geological continuity due to mapping, and sampling information to confirm salt quality and quantity 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. In general, measured resource is not reported for Goderich because of the lack of non-production data even though detailed mine planning is de facto. This is in alignment with CIM industrial minerals guidance. The classification would require advanced A-2 salt bed modelling, additional seismic or drilling data and substantial investment to demonstrate geological continuity in un-mined areas of the mining lease.

Uncategorized: All remaining salt strata in the lease area, such as the B, D, and F salt beds, where more work is required to show prospect of economic extraction. These strata are not considered or reported in this document.

Figure 11-1: Resource Classification Domains provides a map of the resource at the Goderich Mine for reference with the categorization and current mine plan as constructed by the mine and reviewed.


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Source: Compass Minerals – Goderich Mine

Figure 11-1: Resource Classification Domains


11.5			Uncertainty of Estimates

As indicated, volumes, grade and tonnages estimated for the Goderich Salt Mine were classified in conformity with generally accepted industry practice and experience and in alignment with established guidelines. While mineral resources are not mineral reserves and do not have demonstrated economic viability, the estimates made here do represent the mineral potential of the property to the extent of the best available data and knowledge. The longevity, history


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and established nature of the salt dome and salt mining at Goderich lends confidence to the estimates presented herein. Extensive use of analytical methods to establish estimates of confidence limits for the resource such as geostatistics or numerical methods are not supported by operational experience, existing variance in the nature of the resource, return on economics nor supported by established industry practice for the recovery of the salt.


11.6			Multiple Commodity Grade Disclosure

Goderich Mine produces rock salt, primarily for highway use. A small portion of product, approximately 8%, is recovered for commercial and industrial (C&I) use and chemical grade sales. The differentiation in product is based upon quality (relative purity / lack of contaminants) and size consist. C&I and chemical products typically market at a higher price and margin than salt utilized for highway use, however, for purposes of resource evaluation, all estimated volumes have been conservatively represented as the lower valued commodity and do not impact resource and reserve estimations.


11.7			Relevant Technical and Economic Factors

While this estimation of the salt resource available at the Goderich Mine is considered a reasonable representation, it is heavily reliant upon the continuity and homogeneity of the salt bed resource, the historical experience gained in the mining of the dome over an extended period, and the to-date modelling of the salt orebody based upon limited exploration practices. Increasing confidence in the characterization of the orebody dome, where practical and economical, is always advised. For example, interpretations of resource variations in salt quality and operational impacts such as occur in proximity to the pinnacle reef intrusions encountered and truncating some of the northern mining systems could be enhanced and better managed through further geotechnical work. Such work would need to be evaluated to provide the necessary cost-benefit results.

In terms of economic factors, the recovery of the resource is governed primarily by the floor price of the salt as discussed in Section 19, Economic Analysis, and not by any grade cut-off for salt quality as discussed previously. In general, it is assumed that any ton of salt mined from Goderich Mine is a saleable product and that economic impacts result from market influences and not resource constraints.


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12			Mineral Reserve Estimates


12.1			Introduction

Resources are converted to reserves for the following areas:

•Un-mineable resource, pillars, barrier and salt remaining in roof areas between levels are not considered for reserves,

•Measured or indicated resource only are considered for reserves. Any areas with inferred resources are not eligible for conversion to reserves,

•Compass Minerals has developed mine plans and polygons for the A-2 salt bed utilizing the aforementioned model data and software packages and mapped into the limits of existing mining and current leasing – these current plans define the mine,

•Any additional areas surrounding shafts and underground infrastructure that have been identified as un-mineable or that have been removed for ground control purposes have been excluded.


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12.2			Mineral Reserve Statement

The reserve statement for the Goderich Mine, current to September 30, 2021 is presented in Table 12-1.

Table 12-1: Goderich Mine – Summary of Salt Mineral Reserves at the End of the Fiscal Years Ended September 30, 2021 and December 30, 2020.


	Salt Reserve (tons)(1)(2)(3)(4)(5)(6)(7)(8)
Reserve Area(3)(9)	As of September 30, 2021	As of December 31, 2020
Proven Reserves	—	—
Probable Reserves	470,030,000	476,768,000
Total Reserves	470,030,000	476,768,000

(1) Ore reserves are as recovered, saleable product.

(2) All figures have been rounded to reflect the relative accuracy of the estimates.

(3) Reserve volume assumes a mining thickness of 18 meters (approximately 60 feet) production, 8.5 meters (approximately 28 feet) mains.

(4) Tonnage was calculated based on a tonnage factor of 0.0675 tons per cubic foot.

(5) Included process recovery is 97.5% based on production experience. Included mining recovery is approximately 38.7% based on the room and pillar mine plan.

(6) Although the actual sodium chloride grade is less than 100%, it is not considered in the reserve, as the final saleable product is the in situ product, as-present after processing (i.e., the saleable product includes any impurities present in the in situ rock).

(7) A cut-off grade was not utilized for the calculation as the in situ product quality is relatively constant and saleable after processing.

(8) There are multiple salable products based on salt quality from the operation (rock salt for road deicing and chemical grade salt). For simplicity, all sales are assumed at the lower value (and higher tonnage) product, rock salt and are based on pricing data described in Section 16 of this TRS. The pricing data is based on a five-year average of historical gross sales data for rock salt for road deicing of $60.58 per ton. Gross sales prices are projected to increase to approximately $295.60 per ton for rock salt for road deicing through year 2094 (the current expected end of mine life).

(9) Based on an area of approximately 575,257,000 square feet for the A-2 salt bed within the lease area.


12.3			Estimates of Cut-off Grades

As stated previously, Goderich Mine produces rock salt, primarily for highway use. Mineral cut-off grades are not applicable to the recovery of rock salt and are not a driver for production. It is understood that, for all practical purposes that planned tons of production may be considered saleable irrespective of grade, save for those tons lost to processing waste. The QP has assumed a price for deicing salt of $60.58/ton, and a floor price of $41.98/ton.


12.4			Reserve Classification


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Proven Mineral Reserve - The economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

Reserve classification using these definitions and was made based upon the assumptions outlined in the introduction. Because of the nature of the certainty surrounding the remaining deposit and its mineability across the extensive A-2 salt bed, all reserves have been attributed to the probable classification. The use of historical mining experience, in-situ production sampling and the overall uniformity of the salt dome as opposed to traditional methods applied in other mineral orebodies such as significant surface drilling exploration or extensive geotechnical investigation dictates that, in accordance with Items 601(b)(96) and 1300 through 1305 of Regulation S-K and alignment with CIM guidelines, the reserves be considered as probable.

The uniformity of the salt and the economics make it difficult to justify such efforts to result in a probable classification.


12.5			Multiple Commodity Grade Disclosure

Goderich Mine produces rock salt, primarily for highway use. As reviewed, approximately 8% of the mined salt is recovered for commercial and industrial (C&I) use and chemical grade sales. The differentiation in product is based upon salty purity, typically 99% pure, and sizing of the final mined product. C&I and chemical products market at a higher price and margin than salt utilized for highway use, however, for purposes of resource evaluation, all estimated volumes have been conservatively represented as the lower valued commodity. Utilizing this assumption, there is no significant change in the definition of reserves.


12.6			Risk of Modifying Factors

As with the resource definition, the estimation of the salt reserves available at the Goderich Mine is considered a reasonable representation but remains heavily reliant upon the continuity/ homogeneity of the salt dome resource, historical experience and production “exploration.”

Modifying factors that would impact the reserve estimate would likely be outside of the mining operation’s influence and impact its economic ability to sell the mineral. These might include such things as –

•Availability of manpower,

•Availability of infrastructure such as utilities,

•Political disruption

•Maintaining Compass Minerals’ license-to-mine at Goderich Mine (permits, etc.)


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13			Mining Methods

The general method of mining employed at the Goderich Mine is known as room and pillar mining. The following summary describes the mining method historically and in its present state.

In utilizing room and pillar mining, salt is recovered in a horizontal plane, creating a horizontal network of rooms and pillars at multiple stacked levels, analogous to the bays in a parking garage. To do this, "rooms" of salt are extracted via the mining process while "pillars" of untouched material are left to support the overlying roof, also of salt. In salt recovery at Goderich, rooms are mined in multiple lifts or “benches” due to the extensive height of the room.

From initial start-up until the early 1990’s, Goderich mined salt with rooms and pillars incorporating a technique of blasting the salt face and loading out, or “mucking” the fragmented material to the surface. The approach was referred to as “conventional mining”. The active face was undercut to a depth of approximately 12 feet. Next, approximately 100, 12-foot-deep auger drill holes were drilled into the face, loaded with explosives and set off, fragmenting the salt in a controlled volume. The resulting 2,000 tons of muck were loaded into trucks and hauled to the crusher or temporary storage area.

In the early 1990’s, Goderich mine adopted the development-bench system to advance room and pillar mining. The development heading was 12 feet high by 60 feet wide at that time. An under-cutter/over-cutter machine cut a slot along both the floor and the back (roof). The resulting blast produced approximately 620 tons of muck. The muck was transported by loading/tramming equipment to feeder breakers, which further fragmented the salt and fed the product onto conveyors taking the muck to the surge pile. Once the development headings were advanced approximately 1,000 feet, the floor was drilled with a down-hole drill to a vertical depth of 48 feet. The holes were loaded with blasting agent of ammonium nitrate and fuel oil (ANFO) and the resulting blast sizes could be anywhere from 10,000 to 40,000 tons. The fragmented salt or muck was loaded into trucks and hauled to the crusher or temporary storage areas.

Beginning in 2012 and 2013, the Company advanced the Goderich mine to mechanized room and pillar mining as continuous miners (each a “CM”) replaced the previous under-cutter/over-cutter equipment and drilling and blasting sequence in the development areas of the mine. By 2017, the Company was engaged in continuous mining of the entire 60-foot face of the mined rooms in multiple lifts with a goal of improving efficiency and reducing the amount of diesel equipment utilized underground, thus largely eliminating the use of drilling and blasting at the Goderich mine. The Company continues to upgrade its CM fleet at the Goderich mine.

The room and pillar mining method employed at Goderich Mine is contained completely within the A-2 salt bed as described previously and the mining method applied is selected as a direct result of the uniform nature of the mineral deposit and accepted industry practice in recovery of the salt resource. Room and pillar mining is elected for salt recovery as an industry standard


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and preferred practice for this type of bedded salt deposit that results in a best compromise of cost, efficiency and safety while maximizing the recovery of the natural resource.

In room and pillar mining, the pillars are standing structures which remain after rooms of salt have been extracted as described. These pillars function as the primary ground control and support and are required to maintain the continued safe operation of the mine. A broad characterization of the method is seen in the illustration in Figure 13-1. The illustration shows the technique prior to the utilization of continuous miners but presents a general representation of the orebody geometry and the mining volumetric progression.

Source: Hasan Z, Harraz, Underground Mining Methods: Room and Pillar Method, 2015

Figure 13-1: Representation of Room and Pillar Mining

Once mined, salt is transported by conveyer to underground facilities where it is processed and sized before being hoisted to the surface. It then may be treated with YPS, depending on the end use of the salt, before being transported to final market. Details of the processing are reviewed in later sections, but a flowsheet of the overall process is included here for clarification (Figure 13-2). The mining activities at Goderich are supported by three shafts, clustered on the eastern portion of the lease in older workings as shown in Figure 13-3.


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Source: Compass, 2021

Figure 13-2: Salt Mining Cycle Flowchart

Source: Compass, 2012 (Mine Closure Plan, Figure 3, Not to Scale)

Figure 13-3: Mining Layout near Shaft Locations


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The layout of the current mining is shown in Figure 13-4.

Source: Compass, 2021 (Not to Scale)

Figure 13-4: Layout of Current Mining Extents


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13.1			Geotechnical and Hydrological Models

The A2 Salt formation that is mined is between two dolomite units, a shaly dolomite above and a brown dolomite below. Neither one of these units contain any significant amount of water due to the small pores and lack of any appreciable permeability. The water encountered in the mine, is highly saline and considered formational water.

The rock mass properties for the dolomite units were tested by Golder Associates (Technical Memorandum: Goderich – Numerical Analysis, 26 May 2003). Creep tests were performed by Itasca (Itasca Verbal Communications – Une 14 2001; Prediction of Convergence Rates in the Western Expansion of Sifto Salt Mine and Analysis of Surface Subsidence). A table of rock properties is summarized below is provided as Table 13-1.


Material Unit	Bulk Modulus (GPa)	Shear Modulus (GPa)	Density (Kg/m3)	Tensile Strength (MPa)	Cohesion (MPa)	Friction (°)	A MPa-ns-1	n
Dolomite	22.7	7.6	2899	4	15	30	Best Fit 1.45E-12	3
Salt	11.7	8.6	2470	1	3	30	Worst Fit 1.45E-6	3

Table 13-1: Summary of Rock Properties

SRK Consulting (U.S.) completed a geotechnical study to support the modified room and pillar design required to accommodate the use of CM / FTC units for mining in July 2016 (SRK, 2016). This layout is further modified to not include cross cuts through barrier pillars, decreases the barrier pillar width and includes deeper stub room cuts into the barrier pillar. However, the extraction ratio for the modeled three-room layout discussed below is similar to the extraction ratio utilized for the current reserve estimate.

To accommodate the continuous mining and material handling operations, a new three-room layout and four-cut mining sequence was required in the West Mining Panel (WMP) area to allow mining to maximize productivities. The new layout represented a substantial change from the previous four-room layout and benching sequence. Goderich has put forward with SRK’s guidance a new three-room layout with the objective of improving mining productivity while maintaining or improving ground conditions.

The three-room layout was implemented in 2016. Rates of separation are measured by a ground movement monitor that is placed 15 ft into the roof. The average rate of separation in the outside rooms has remained stable at 0.1” per year in both the 4-room and 3-room mining systems. The steady state closure rate for the 3-room system is approximately 2.7 years whereas the rate for the 4-room system is 2.0 years. However, this is most likely related to the extraction ratio.


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Performance Criteria		New 3-Room Layout	Previous 4-Room Layout
Room Closure Rate	Time steady state (Months)	6.5 – 7.0	6.5 – 7.0
	Total closure 1 yr after mining (inches)	5.0 – 7.0	4.2 – 7.4
	Steady state closure rate (inches/yr)	4.8-5.4	5.2 – 6.2
Yield Pillar Stress Distribution	Tensile zone from yield pillar edge (ft)	7 - 13	8 – 14
	Maximum stress at mid yield pillar (MPa)	33 - 35	38 - 40
	Minimum stress at mid yield pillar (MPa)	4-6	6-8
	Pillar factor of safety	2.3	1.5
Yield Pillar Damage Potential	Dilatancy period	After 300 days	After 300 days
	Dilatancy potential magnitude1	1.3	1.3
Differential deformation (sag vs squat)	Days to no differential deformation (days)	55 - 60	60 – 70
	Transition period	140 - 150	150 - 160
	Squat vs roof sag difference (inches/day)	0.015 - 0.020	0.025 - 0.030

1Insufficient data to calibrate allowable limit

Source: SRK

Table 13-2: Summary of Comparison between New Three-Room Layout Performance and Current Regional Pillar Layout

Table 13-2 suggests the following:

•Closure rates provide a general indicator of room response to mining. Creep rates and thus closure rates are initially high, but decrease with time as mining moves away from a location and stresses relax. The table indicates that closure and closure rates are lower for the three-room layout and thus more favorable.

•Stress levels in the yield pillars provides a general indicator of pillar loading and stability. It is the shear stresses that control the rate the yield pillars deformation. The table indicates that stress levels in the three-room layout are slightly less than the current four-room layout although the critical pillar dimensions are the same.

•The yield pillar damage potential expressed as a function of the shear stresses to the confining stress provides an indicator of the potential for fracture generation in the pillar skin. Although insufficient field data has been collected to quantify threshold damage levels, the table indicates that the three-room and four-room layouts have similar damage potential.


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•The differential deformation between the yield pillars (squat) and the roof movement (sag) provide an indicator of the potential for roof beam shearing due to differential displacements. The table indicates slightly less differential deformations and more similar roof stiffness (more favorable conditions) for the three-room layout.

The panel-scale model results predict average closure rates in the North Mining Panel (NMP) to be similar when the WMP is mined using the new layout as compared to the current regional pillar layout.

Although the roof span for the three-room layout is smaller than the four-room layout, the slenderness ratio of the yield pillars are the same and predicted closure rates in center room are considered similar at comparable days after mining. SRK predicted that similar ground conditions exist between the new and old layouts. The primary geotechnical advantages resulting from the new three-room layout over the four-room layout includes:

•The narrower rooms have more stable roof beam conditions;

•Mined panels are abandoned sooner and thus experiences less closure, roof sag and wall damage;

•The overall resource extraction ratio is slightly lower resulting in lower stress concentrations due to overburden pressures, which reduce room closure and decrease peak pillar loads; and

•There is more similar roof-beam stiffness (between the yield pillars and the roof) resulting in less roof flexure, thereby improving the roof stability of the three-room system.

The yield pillars have an estimated FOS of 2.3 against brittle failure. The three-room layout reaches steady state conditions in about three months after the last level cuts are excavated. Individual panels are only open for about 2.5 years. Current four-room monitoring data indicates that the steady state is reached after about nine months (about three times longer) due to proximity to nearby mining.


13.2			Production Schedule

For the purposes of this TRS, it is assumed that an average rate of six and one half million tons of salt per annum is produced by Goderich based upon recorded production over the last five years. Although the determined design production capacity of the mine is estimated at eight million tons per year, actual production varies significantly due to market demand, planned maintenance schedules and other factors. Production is sourced from the mine plan layout as shown in Figure 13-5 and key assumptions used in planning are summarized on Table 13-3. Historically mined areas are shown in green, proposed future production areas are shown in purple. Mine operations are currently active in the northwest portion of the project area. Based on the proposed mine layout and using a 6.5 million tons per annum production run rate assumption, the Goderich Mine has a current mine life of approximately 72 years.


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Source: Compass Minerals – Goderich Mine (Not to Scale)

Figure 13-5: Goderich Mine Long-Term Production Layout

Goderich Mine is operated six days per week, two shifts per day for approximately 250 to 275 days per year, depending upon planned down time for maintenance and repairs, unplanned downtime and interruptions from seasonal weather impacts. The following is an overview of the mine’s typical production parameters.


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Value	Units	Parameter
50	ft	Room Width
100	ft	Pillar Width (sq)
28	ft	Development Room Height
56	ft	Benching Room Height
38.7%		Local Extraction Ratio
97.5%		Mine Recovery
0.0675	st/ft3	Density
2.17	mt/m3	Density
8,000,000	st/y	Capacity
6,500,000	st/y	Production Run Rate
265	days/yr	Number of Production Days
24,528	st/d	Production Rate
363,382	ft3/d	Production Rate
72	years	Expected Mine Life

Table 13-3: Summary of key assumptions in the definition of the Goderich Reserves


13.3			Requirements for Stripping, Underground Development and Backfilling

Operations at the Goderich Mine for the stripping, underground development and backfilling functions are discussed in this section. Note that all portions of mine development within the A-2 salt are planned to be operated in the same manner and mining method, with the same mining parameters listed and with the same set of unit operations. Refinements in mine planning, operations and efficiencies, geologic impacts and other unforeseen factors can and will impact the design and layout of the future mining process at Goderich. As such, requirements for stripping, underground development and backfilling may also change in response.


13.3.1			Stripping

Currently, there is no underground stripping at the Goderich Mine unless one considers the scaling or removal of flaking salt and other materials from the walls and ceiling, part of mine maintenance, as stripping.


13.3.2			Underground Development

As reviewed in the mine method section, Goderich Mine progresses development of main entries in the multiple lift of two, achieving 26 feet of mining height overlying and in advance of bench mining. The subsequent benches achieve the remainder of the 60-foot room height for room production. Development and bench mining progress at an approximate 40:60 ratio in terms of area of advance in the mine plan and are part of the production process.


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structures from one level to the subsequent, lower level as required, installation of underground work facilities such as maintenance shops and storage rooms.

As mining progresses, development also encompasses the design, placement, repair and maintenance of support infrastructure such as crushers, screens and other plant in support of mining.


13.3.3			Backfilling

Waste salt that is produced during the mining process and resulting from the transport of hoisted tons constitutes the extent of backfilling. Waste salt is estimated at approximate 2.5% of total recovered salt tons. Waste material is collected via loaders and other supporting underground equipment and taken from the face, load out points, conveyor and crusher locations and any other impacted areas of collection as part of housekeeping and maintenance and is disposed of in previously mined workings as identified by operations management and engineering.


13.4			Mining Equipment, Fleet and Personnel

Currently, Goderich Mine operates with an approximate staffing target of 533 individuals: 121 salaried staff and 408 hourly and 4 temporary employees. That number is expected to remain relatively constant for the foreseeable future if production rates remain at current levels.

Table 13-4 provides a general overview of the equipment fleet and machinery utilized in the unit operations of the mining process. The asset list at Goderich Mine comprises over 1000 lines of specific items include administrative items, land and building assets as well as parts inventories, etc. that are not part of the mining process and are not considered.


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Table 13-4: Table of Equipment Utilized in the Mining Method


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14			Processing and Recovery Methods


14.1			Process Description

Salt is mined using the room and pillar method via development mining using continuous miners (each a “CM”) with tungsten carbide teeth shear the salt from the rock face. Production mining is completed using CMs in production panels. Once a panel has been mined, the back is scaled and bolted on a 6’ x 4’ pattern with 7’-6” point anchored mechanical bolts. Continuous miners (CM) are manufactured by Joy Global, a Komatsu company.

Once mined, rock salt is loaded immediately onto a flexible conveyor train (“FCT”) that is located at the rear of the CM or by bulldozer (if needed). From the FCT, the rock salt is offloaded to the main underground belt conveyance system where it is then transported to underground crushers and the mill.

Mill Process

All salt, once extracted onto the FCT; goes through a series of conveyors, chutes and bins before arriving at the mill. The milling process is primarily designed to crush and screen the salt to make highway product (<9/16”) and chemical product through a series of primary, secondary and tertiary crushers, optical sorters, and fines compaction.

The mill is designed to run at a capacity of 2,000 tph to produce up to 7.0M tons per year. All salt, as previously mentioned, passes through a series of conveyors belts, chutes and bins to the primary crusher, which is a roll crusher. The roll crusher is set to size all material >3.5” and its capacity 600 tph with peaks of 1,000tph, powered by two 100-hp motors.

The crushed salt is then transported via 48” conveyor belt to A-Screens, max capacity of 2000 tph, which sizes the product towards the “A-side” if <9/16” or “B-side” if >9/16”.

The “A-Side” of the mill, where approximately 70% of the material passes through, consists of the following:

–Mogensen sizers, max capacity 800 tph (200 tph per unit). The six screen deck unit has the following three outputs:

•Coarse (>0.248”) to be sent to optical sorters

•Middlings (<0.248”, >0.039”x1.5”) to be sent to highway product pile

•Fines (<0.039”x1.5”) to be sent to compactor

–A Compactor, max capacity of 150 tph for material <0.039”x1.5”

–Mogensen optical sorters, max capacity 400tph (40 tph per unit).

•Accept rate varies on input material but averages 75% accept or 300 tph of chemical production at full feed rate.

–Moisture sensor and by-pass system to avoid sizer blinding.

•At a sustained 0.55% moisture content in A-Side material, all material bypasses Mogensen sizers (and thus Compactor and Optical Sorters) and continues to the underground highway surge pile.

•Also utilized when feed to Mogensen sizers exceeds 800tph.

The B-Side of the mill, where 30% of the material passes through compromises of:

–Secondary Impact Crusher, max capacity of 600 tph (>9/16”)

–B-Screen, max capacity 2,000 tph to allow material <9/16” to continue to highway pile

–Tertiary Crusher, max capacity of 500 tph (>9/16”)

–C-Screen, max capacity of 750 tph to allow for waste/grade control, re-crush at tertiary crusher and highway production:


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•Salt over 1.5” goes to waste pile

•Salt between 1.5”<x<9/16” to tertiary crusher

•Salt <9/16” to underground highway surge pile

Figure 14-1: Mining Process Flow Chart


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DESCRIPTION			DESIGN
Capacity
Tons per year, tpy			8,000,000
Tons per day, tpd, nominal			30,000
Primary crusher, tph			600
Secondary crusher, tph			600
Tertiary crushers, tph			500
Compactor, tph			150
Sorters, tph			400
Primary Crusher			McLanahan 30”x72” BDDR
Motor, Hp			2x 100
A-Screen			Haver-Tyler
Type			Punch plate/wire mesh, Flexmat
Screen opening, top deck, inches			2”
Screen opening, bottom deck, inch			9/16”
B-Screen			Haver-Tyler
Type			Square mesh, flexmat
Screen opening, top deck, inches			1”
Screen opening, bottom deck, inch			9/16”
C-Screen			Haver-Tyler
Type			Square mesh, flexmat
Screen opening, top deck, inches			1.5”
Screen opening, bottom deck, inch			9/16”
Secondary Crushing			Hazemag APS 1620/B
Motor, Hp			600
Tertiary Crusher			Hazemag APS-1340/B
Motor, Hp			500
Mogensen Sizer
Top Deck, screen opening, inches			0.551"
Fifth Deck, screen opening, inches			0.354"
Fourth Deck, screen opening, inches			0.248"
Third Deck, screen opening, inches			0.098x5"
Second Deck, screen opening, inches			0.063x1.5"
Bottom Deck, screen opening, inches			0.039x1.5"

Table 14-1: Summary of Mine Processing Equipment

Approximately 5% of the salt is screened for deicing and water softener product. An optical sorter is used to sort premium product. Salt is stockpiled at surface in domes prior to distribution to depots, packaging facilities and customers via lake freighter (80%), rail, and truck (20%).


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Access to the underground for mine workers, materials, ventilation as well as hoisting of salt is completed through three shafts. The #1 Shaft was constructed in late 1959 and it is a 16’ diameter concrete and steel lined shaft measuring 1,800’ to 1,900’ deep. This shaft originally provided intake air but has been converted to exhaust air as part of the relining project which was completed in 2019. With the completion of the relining project of the #1 Shaft is also used as a secondary production shaft and a secondary means of personnel travel on an as needed basis.

The #2 Shaft, which was built in 1962, is a 16’ diameter concrete and steel lined shaft measuring 1,800’ to 1,900’ deep. It is equipped with a Blair winch and used for heavy material movement. Currently, this shaft provides intake air. The #2 Shaft was relined in conjunction with the #1 Shaft and is used for fresh air intake to the mine.

The #3 Shaft, also concrete lined, is as deep as the # 1 and #2 Shafts but was constructed in 1982 and it is 22’ diameter. This shaft is equipped with a double drum hoist system capable of hoisting salt from underground in two 30 t skips using the #6 Hoist. The #3 Hoist also operates in #3 Shaft, and is used for workers and material movement. This shaft also provides exhaust air.

Two, 1.5 MW natural gas fired emergency generators are provided to run the #3 Hoist and underground de-watering pumps in the event of a long-term power outage.

The underground primary mill reduces the size of the salt rocks. The mill utilizes a system of screens and crushers, optical sorters and a compactor to size and classify the salt into two categories:

- Highway salt (~90%)

- Chemical salt (~10%)

These products are transported to the shaft bottom where they are hoisted via the #1 Shaft and/or #3 Shaft. The #1 Shaft is equipped with dual 15t skips and the #3 Shaft is equipped with dual 30t skips for hoisting product to surface.

Transfer to Surface:

Once crushed and screened underground, the salt is hoisted to the surface. A system of overhead and below grade conveyors are used to transport the salt to the various storage areas. It then may be treated with YPS, depending on the end use of the salt. The salt is conveyed to Bulk Storage in either Dome 4 or 5, depending on the product specifications.

Surface Storage and Transport:

Dome No. 4 is used to stockpile chemical salt while Dome No 5 is used to stockpile highway salt. It is estimated that Dome 5 holds roughly 70,000 tones while Dome 4 holds roughly 16 to 18,000 tons. Maximum storage height averages 11 m - 15 m (35 ft.- 50 ft.).

A third storage facility, the FC building, is used for rail loading and can hold 1800 tons. From Dome’s 4 and/or 5, product is transferred via a series of reclaim conveyors below each storage building to the ship-loader for lake-freighter loadout. Approximately 70,000 tons of salt is transported to the Goderich Evaporation Plant annually for use in manufacture of water conditioning and consumer deicing products.

Approximately 5% of produced salt is shipped by railcar loading is said to represent a fraction of the shipments and less than 5 percent at the time of writing.

Lake freighters are rated to hold approximately 33,000 tons. It is estimated that truck shipments can be roughly 12 to 15,000 tons per day.


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14.2			Waste Handling

All waste generated underground (except hazardous waste; e.g., used oil / grease) is disposed of in mined out areas of the mine. This includes old equipment and water not collected by shaft sumps which is assumed to be dirty and adsorbed into waste salt. No other waste is generated by the operation other than typical trash, sewage and used oil / grease, etc. These small amounts of waste are disposed of off-site.


14.3			Power and Natural Gas Consumption

A summary of total, fixed and variable electricity consumption and costs incurred by the owner are provided in Table 14-2.


		2021 Actual	2020 Actual	2019 Actual	2018 Actual	2017 Actual
Total Electricity	kWh	74,998,668	67,157,106	67,430,311	58,174,769	63,334,264
	Avg Price	0.0390	0.0406	0.0364	0.0505	0.0450
	Global Adjustment	2,876,512	2,960,090	2,890,398	3,257,400	4,408,190
	Total Cost	5,803,782	5,683,544	5,345,379	6,194,891	7,258,072
Natural Gas	MMBTUs	40,908	51,199	44,025	75,844	59,265
	Cost/MMBTU	3.64	4.02	10.68	6.20	4.61
	Total Cost	148,890	205,884	470,298	470,298	273,215

Table 14-2: Summary of Electricity and Natural Gas Consumption


14.4			Personnel

A summary of required personnel is provided in Table 14-3.


	2021 Actual	2020 Actual	2019 Actual	2018 Actual	2017 Actual
Salaried	119	123	94	80	93
Hourly
Underground	220	215	179	175	238
Surface	55	60	53	41	57
Maintenance	117	118	100	87	99
Inactive	13	10	19	14	11
Temporary	6	6	5	3	2
Total Headcount	530	532	450	400	500

Table 14-3: Summary of Personnel Employed


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15			Infrastructure

Figure 15-1 provides an overview of key infrastructure at the Goderich Mine, including port infrastructure, roads, docks, rail and key utilities.

Figure 15-1: Overview of Goderich Harbor Infrastructure


15.1			Roads

The Mine is accessed via North Harbor Road, a municipally owned and maintained road that connects the harbor area to Highway 21. North Harbor Road provides vehicle access to the harbor, Goderich mine site, Da-Lee, Maitland Valley Marina and Trailer Park and Maitland Valley Golf and Country Club. There is also an access route from North Harbor Road to Goderich Elevators on the south side of the harbor.

North Harbor Road is a two lane, asphalt road that comes to a sign-controlled t-intersection with Highway 21. The road varies in width, ranging from 9.7 m (at the intersection with Highway 21) to 22 feet wide (at the railroad crossing). Portions of the road have curbs and gutters, however, there is no sidewalk. There is a drainage ditch on the south side of the road, between the railroad crossing and the intersection with Highway 21, as well as a number of catch basins for stormwater. The posted speed limit for North Harbor Road is 30 miles per hour.


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15.2			Electricity

Electricity is supplied by Hydro One. The Hydro One Goderich Transformer Station (TS) was built in 2013. The Goderich TS has a new 83 MW transformer (primary 115 000 volts; secondary side 27.6 volts). Compass Minerals purchased its own breaker position on the Hydro One board so as to have a dedicated feed line M4 from the Goderich TS to the Mine. The feed line is over two miles long and maintained by the electrical distribution company, Earth Power, responsible for electrical distribution from the Hydro One Goderich TS to site.

Power is provided to the mine site via a 3-phase overhead power line providing 27,600 volts to the on-site power distribution center (surface substation). These power lines are located on the north side of the access road.

Power underground is supplied by 2 main feeder cables running from the surface substation located at the east end of the site. Two 13.8 KV lines run down #3 shaft to a switch line at the front of the mine. From there, the 13.8KV is run to a series of substations and transformers located throughout the mine to provide power to the mining operations.


15.3			Natural Gas

Natural gas requirements (heating of mine intake air during the colder months) for the mine site are provided through 2 – 4-inch pipelines. They are tied into the main supply system located in Goderich. The system is owned and operated by Union Gas.


15.4			Water

Water is supplied by the Town of Goderich in addition to Compass Minerals Permit to Take Water from the Maitland River. The water intake for the Town of Goderich is located in Lake Huron approximately 820 feet due south of the most southerly extent of the south breakwall. The existing intake is located at a depth of approximately 23 feet at a point 1700 feet from the water treatment plant structure, extending in a northwesterly orientation from the facility. The water system serves a total of 7,500 people and has a design capacity of 44 gallons/second with a flow volume of 3.1 million gallons/day.

The Mine consumes approximately 31,700 gallons per day of fresh water from the Town of Goderich. The water is distributed as follows:

•Approximately 8,800 gallons per day was consumed by the continuous mining systems, cleaning mobile equipment, and spillage in shaft sumps.

•Approximately 8,000 gallons for clean-up of salt spillage in and around the ground level conveyors.

•Approximately 13,000 gallons per day was used for hygiene and showers.

•Approximately 1,300 gallons per day is used in the office and laboratory.

The site is connected to an 8” water line from the Town of Goderich. There are 764 feet of 6” fire line, and 100 feet of 4” potable water line beneath the site.


15.5			Rail

Rail service at the Goderich Harbour is provided via the Goderich-Exeter Railway. The rail line was purchased from the Canadian National Railway Company in 1992 and is currently owned


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and operated by the Goderich-Exeter Railway Company, a subsidiary of Genesee and Wyoming Railroad. The Goderich-Exeter Railway is a short line freight railway consisting of approximately 180 miles of track in Southern Ontario, servicing urban centers such as Goderich, Stratford, Elmira, Cambridge, Kitchener, Waterloo and Guelph.

In Goderich, rail lines extend from the Mine and run adjacent to the river wall before crossing North Harbour Road south of the boat launch. There is also a rail line along the eastern edge of the harbor that goes to the Goderich Elevators. From the harbor, the rail line continues east, generally following Maitland Road before crossing Highway 8 and continuing south away from the Town. The Goderich-Exeter Railway Company collects and delivers rail cars to and from the harbor with commodities including: salt, and agricultural products.

Railcars are also used to transport grain and salt from the Harbour. Annually, an average of 3,155 rail cars are loaded and shipped from the Harbour, for an average of 17.5 trains per month.

Rail service to the site is provided by the Goderich-Exeter Railway Company. The main line is split into two trunk lines at the entrance to the peninsula. The two trunk lines merge into one approximately 80m to the east of the roadway that passes the mine site on the east. This single line enters the site through the gates at the east side of the mine site and extend to the west of the rail loading building. There is approximately 487m of track which service the rail loading facility area within the mine site.


15.6			Navigation

Salt that is produced at the Mine is transported to market via lake freighter, rail, and trucks. The water-based commerce and infrastructure at the Mine is managed by the Goderich Port Management Corporation (GPMC). The GPMC is a not-for-profit organization, formed by commercial port users, following the transfer of ownership rights from federal authorities to the Town of Goderich. While the Town of Goderich owns the port, it is GPMC that assumes management responsibilities for the port facilities, including: port maintenance, managing commercial traffic, infrastructure developments, collecting user fees, and managing the Port’s finances and assets. Key elements of the Port’s infrastructure are descried below.


15.6.1			North River Wall

The north river wall was constructed in the 1860’s to form a protective basin for shipping activities. To accommodate additional ships into the basin, additional north and south river walls were later constructed in the 1870’s. The construction of the river walls resulted in the rerouting of the outlet of the Maitland River from the harbor to its current location (Figure 15-2).

In 1985, the north river wall underwent a significant physical reconstruction. The work included the construction of the north outer harbor rubble mound breakwater, which extended the river wall 610 m lake ward. This project resulted in an additional wharf space for ships in the north outer harbor. Further rehabilitation occurred in 2001-2002 and involved underpinning the toe of the river wall with steel bearing pile, constructing reinforced concrete pile caps, armoring the base of the wall with rock and repairing the existing concrete.


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15.6.2			South and North Piers

The south and north piers were initially constructed in the 1870’s to facilitate the development of the harbor. Numerous upgrades have since occurred. Currently the south and north piers extend approximately 1,500 feet and 1,558 feet, respectively, into the harbor. The channel between the two structures is 195 feet wide and provides access to the grain elevators, salt loading dock and other docking facilities in the inner harbor basin. The piers are constructed of steel sheet pile walls filled with various stone and concrete materials.

A rubble mound extension was constructed in 2008 to effectively lengthen the south pier. Reconstruction of the south pier was completed in December 2012, followed by the completion of the rubble mound construction on the south breakwater in May of 2013. Rehabilitation of the north pier and rubble mound on the north breakwater are expected to be completed by the end of 2014.


15.6.3			North and South Breakwaters

The outer breakwaters were constructed in phases between 1904 and 1913. The two structures, which are at a 45° angle to the shore, are approximately 5 feet above datum. At the south end of the breakwater, which is nearest to the shore, the structure is approximately 1,300 feet from shore, the south breakwater is 1,350 feet long. The north breakwater is 2,600 feet from shoreline at its nearest point, and is approximately 1,500 feet long with a bend at the north end. The entrance channel between the two breakwaters is 510 feet.


15.6.4			Lake Shipping Traffic

Presently, the average annual ship traffic in the Harbour is 242 vessels. The majority of the ship traffic occurs between April and December. Of the 242 vessels, approximately 24 come to the Port between January and March. In a given year, approximately 80% of the incoming vessels dock at the Mine (Dock 1). The majority of those vessels are then loaded with salt. Ships loading and unloading grain at Goderich Elevators account for 17% of annual ship traffic, with the remaining 3% of annual traffic transporting calcium chloride for Da-Lee.

The majority of ships that arrive in the Harbour are lake freighters. Generally, lake freighters have a load capacity of between 22,500 and 26,000 tonnes. The average amount of time spent by a vessel that is loading or unloading cargo in the Harbour is 13 hours.


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Figure 15-2: Goderich Harbor Navigational Infrastructure

From GPMC EA, 2011


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16			Market Studies


16.1			General Marketing Information

According to Roskill’s Salt Outlook to 2028, global demand for salt is forecast to rise from 352 million tons in 2018 to 424 million tons in 2028 at an average of around 1.9% per year. Regional growth will continue to be led by Asia, especially China and India. Asian demand is projected to rise by 2.8%py from 173 million tons to 228 million tons. By 2028, Asia is forecast to account for nearly 54% of world demand compared to 49% in 2018. Europe is expected to overtake NAFTA by growing at around 1%py, reflecting low growth in regional chloralkali and synthetic soda ash markets. Demand in North America is projected to grow at 0.4% per year, mostly following a rise in chloralkali production. The North American region is the one most strongly influenced by changes in the de-icing market so actual demand by 2028 may diverge from the forecast.


End-use	Asia	North America	Europe	Latin America	Africa	Oceania	Total
Chloralkali	113.8	29.3	23.1	3.9	1.5	0.4	172
Synthetic soda ash	62.1	1.2	20	0.3	-	-	83.6
Road de-icing	4	30	15	-	-	-	49
Food	20.9	1.2	2.6	6.1	6.1	0.2	33.6
Other	27.5	20	25	1	1	2	85.5
Total	228.3	81.7	85.7	16.8	8.6	2.6	423.7

Figures expressed in millions

Source: Roskill estimates, Salt: Outlook to 2028

Table 16-1: World Forecast Demand for salt by region

North American Consumption

A summary of demand and production (imported and exported) is provided in Table 16-2. Salt produced by the Goderich Mine is sold into both Canadian and US markets; mainly states and provinces within and contiguous to the Great Lakes.

In the United States, much of the variation in output and imports is related to that of rock salt which is dependent on the severity of winters. Most imports are from overseas subsidiaries of major US salt producers. Exports are small compared to imports but still average well over 500 thousand tons per year and mostly sent to Canada. In 2015, apparent consumption was a record 67.5 million tons following a severe winter in 2014/15 and imports of over 21 million tons. Mild winters over the next two years saw this drop to under 55 million tons. The return of a more severe winter in 2017/18 saw apparent consumption grow by 7 million tons. According to USGS Mineral Commodity Summaries 2021, imports are mostly from Chile (33%), Canada (24%), Mexico (13%), and Egypt (9%) (USGS, 2021).

Like the United States, Canadian consumption of salt can vary widely between years as the de-icing market forms a considerable part of overall use. In years with mild winters, apparent consumption can fall below 8 million tons but in those with severe winters it can exceed 11 million tons. There is a considerable export trade, nearly all of rock salt, across the border with the USA, which again is closely connected to winter conditions in both countries.


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Table 16-2: USA and Canada: Production, trade and apparent consumption of salt, 2010-2019

Table 16-3 presents a summary of the average value of price, average value of bulk, pellets and packaged salt, f.o.b. mine and plant annually as summarized by the USGS (USGS, 2021).

Figures expressed in millions of tons

Source: USGS

Table 16-3: USGS Summary of US Salt Pricing

Greater than 90% of the salt produced from the Goderich Mine is sold as bulk for deicing markets. A breakdown of market segments served between 2018 and 2021 by Goderich Mine Production is provided in Table 16-4.

Figures expressed in tons

Table 16-4: Summary of Goderich Mine Production and Sales by Segment


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The majority of sales of bulk deicing products are procured through annual contracts from state, provincial, county or municipal government tenders. Contracts are awarded to the lowest bidder, awards are typically public information. Some contracts can span multiple years as well.

Roskill forecasts the nominal price of deicing salt to reach $80/ton in 2028 as illustrated on Figure 16-1. This forecast price is used in the economic model discussed in Section 19. Pricing between current price (five year average of average sales price for past five years) for deicing salt established at $60.58/ton and the forecast price of $80 in 2028 was increased by $3.24/ton annually between 2022 and 2028. It is reasonable to assume that pricing beyond Roskill’s forecast period will sustain based on the reasonable likelihood that winter weather conditions along the Great Lakes markets will continue to support current demand conditions and the Goderich Mine’s access to inexpensive modes of shipping relative to market geographies will continue to allow products sourced from the Goderich Mine to be priced competitively. Therefore, the QP sustains pricing beyond the Roskill forecast through Life of Mine, increasing average selling price by 2% annually to account for inflation.

Figure 16-1: Roskill Deicing Salt Price Forecast through 2028


16.2			Material Contracts Required for Production

Most bulk salt sold form the Goderich Mine is transported to market via Great Lakes freighter vessels. Freighters can hold approximately 25,000 tons of salt, and is the most efficient means of transportation. Transportation contracts vessel providers are currently in place and can span multiple years. These arrangements are within industry standards and formed the basis of the economic evaluation. Transportation and logistics costs represent a significant cost for the end product, and are built into general selling price. Costs for transportation via lake-freighter to markets has ranged from $15/ton and $19/ton between 2017 and 2021.


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17			Environmental, Social, and Permitting

There is very little waste generated by the mining and processing of rock salt. All waste salt and interbedded rock remains underground in old mined out areas. There is no surface processing that requires permitting or has an environmental impact; no material surface waste is generated. The only discharge from site is shaft inflow water, which is clean and is discharged into the lake.


17.1			Results of Environmental Studies and Baselines

Mine construction commenced in 1956 with production beginning in 1959, prior to the promulgation of environmental regulations. Operation of the mine has been consistent and ongoing since commencement of production. Therefore, no baseline or environmental studies have been required, nor conducted.


17.2			Waste, Tailings, and Water Plans - Monitoring and Management


17.3			Project Permitting Requirements

The Ontario Ministry of Energy, Northern Development and Mines regulates closure for the Goderich Mine. The most recent closure plan was approved by the ministry in 2012, and is in process of being amended as of September 30, 2021. Long-term cleanup of the site will essentially include demolishing surface facilities, removal of surface infrastructure and restoring a natural alvar ecological community on the surface, flooding of the workings, and decommissioning (plugging). As there are no waste repositories or ponds and no associated contamination, closure will be straightforward and relatively simple (for a mining project).


17.3.1			Air Permit

The Goderich mine operates under two air permits issued by the Ontario Ministry of Environment, Conservation and Parks, one for the lab (8-1131-96-007), and the other for the garage for welding exhaust (5522-78NUN2).


17.3.2			Surface Water Effluent Discharge Permit

Site drainage into Snug Harbour and the Maitland River is permitted pursuant to Certificate of Approval 2342-7ULQEU and Environmental Compliance Approval 1236-8YGK8A, respectively, issued by the Ontario Ministry of Environment, Conservation and Parks.

Site drainage occurs through a Stormceptor STC 750 system located at the west end of Snug Harbour and to the north into Maitland River via a Stormceptor SWQ 20 system. Both Stormceptor systems treat runoff by removing pollutants through gravity separation and flotation. Stormceptor creates a non-turbulent treatment environment below the insert platform within the system. The insert diverts water into the lower chamber, allowing free oils and debris to rise, and sediment to settle under relatively low velocity conditions. These


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pollutants are trapped and stored below the insert and protected from large runoff events for later removal during the maintenance procedure.

The Stormceptor SWQ 20 system is designed to accept runoff from 1 hectare with 100% imperviousness and removes an average of 85% TSS of 94% of treated runoff volumes. The Stormceptor SWQ 20 system has a sediment capacity of 3,000 liters, an oil capacity of 915 liters, with a total capacity of 4,070 liters and a maximum treatment capacity of 23 liters per second discharging to a 450mm diameter storm sewer directed to the Maitland River.

The discharge into the Maitland River was authorized in 2013 by Environmental Compliance Approval 1236-8YGK8A and requires that the system be inspected twice a year and to undertake cleaning and maintenance to remove any debris, sediment and excessive decaying vegetation, as well as ensure there are no obstructions at the discharge. While no testing of effluent is required, no visible oil sheens are permitted from the effluent of the system.

The Stormceptor STC 750 system has a sediment capacity of 3,000 liters, an oil capacity of 915 liters, with a total capacity of 3,915 liters and a maximum treatment capacity of 20 liters per second discharging to Snug Harbor.

The discharge to the Snug Harbour was authorized in 2009 via Certificate of Approval 2342-7ULQEU. While no testing of effluent is required, no visible oil sheens are permitted from the effluent of the system, and all observations and actions undertaken during inspections shall be logged in a logbook that must be made available to the MECP upon request.


17.4			Plans Negotiations or Agreements (Environmental)

There are no plans or agreements relative to environmental matters with any external parties.


17.5			Mine Closure Plans

The most recent closure plan was approved by the Ontario Ministry of Energy, Northern Development and Mines in 2012, and is in process of being amended as of September 30, 2021. Long-term cleanup of the site will essentially include demolishing surface facilities, removal of surface infrastructure and restoring a natural alvar ecological community on the surface, flooding of the workings, and decommissioning (plugging). The mine closure plan serves as the main operating license for the Mine and is described in Section 17.3.


17.6			Adequacy Assessment of Plans

Relative to other types of mining, the Goderich Mine is low risk from an environmental standpoint. It does not require significant disturbance of the landscape and no surface waste (toxic or otherwise) is generated in the process. Going forward, environmental risk to the reserve is viewed as low.


17.7			Local Hiring Commitments

The mine operates under a CBA with the Unifor Local 16-0 labor union. Other than labor commitments contained within the CBA, there are no commitments with outside entities or governments relating to the local labor force.


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18			Capital and Operating Costs

Capital and operating costs discussed in this section were developed on a unit cost and quantity basis utilizing the QP’s estimates that are based on owner’s costs from the past five years, current and historic cost data from continuous and ongoing operation of the facility, first principles, and 65 years of operational experience operating the facility at projected production run rates. Operating costs presented herein are the QP’s estimates based on the understanding of actual owner’s costs incurred at the operation since 2017, vendor/contractor quotations, and similar operation comparisons, while capital costs projected through 2026 are estimates by the QP based on owner’s cost estimates developed based on unit cost and quantity basis utilizing historic cost data, first principles, vendor/contractor quotations, and similar operation comparisons.


18.1.1			Capital Costs

The average annual capital expenditure since 2017 at the Goderich Mine is $37,172,000, with a high of $56,984,000 in 2017 and a low of $17,999,000 in the nine-month 2021 fiscal year. The higher than average capital spend in 2017 was primarily associated with a shaft-lining project that was undertaken for safety and maintenance of business. A summary of capital expenses incurred from 2017 through 2021 by the owner is provided in Table 18-1.

The Goderich Mine, as well as all Compass Minerals facilities, maintains a five-year capital forecast for all foreseen capital expenditures to support current production. A summary of foreseen capital expenditures is provided on Table 18-2. As shown on Table 18-2, total estimated capital expenditure through 2026 is $189,691,000, and is comprised of either MOB capital and capital spend for major foreseen capital projects through 2026 including:

•Construction of a new Mill and new egress / ingress from Mill to shaft for $44,687,000.

•Maintenance, replacement and rebuilds of the fleet of Continuous Miners for $78,499,000.


18.1.2			Operating Cost

Actual operating costs incurred at the Goderich Mine from 2017 through 2020 are provided in Table 18-2. Summarized costs include labor, maintenance, supplies electric, diesel, lease royalties, logistics and taxes.

Since 2016, total operating costs per ton have ranged from $32.00 per ton in 2021 to $51.30 in 2018 (impacted by a strike). A 66% increase in hoisted tons over the period is the primary factor in the resulting decrease in cost per hoisted ton, as well as efficiencies realized from the exclusive operation of CMs and what is viewed as an equitable CBA with labor at the Mine.

Excluding impacts associated with mining inefficiency associated with ramp development, the mine has realized a 4% increase headcount from 509 to 530 employees. Application of labor costs to tons hoisted reveals a reduction in labor cost per ton from $2.82 in 2016 to $2.57 in 2021.


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$in thousands	2017	2018	2019	2020	2021

Capital Spend	(56,984)	(30,751)	(45,965)	(34,159)	(17,999)
Shaft Lining CAPEX	(37,461)	(23,003)	(6,089)	(546)	0
Northeast Mains and New Mill					(638)
Winch			(2,899.00)	(2,906.00)	(665.00)
Chemical Salt Processing	(6,076)		(10,135)
MOB	(13,447.00)	(7,748.00)	(26,842.00)	(30,707.00)	(16,696.00)

Hoisted Tons (000's) - Incremental	5,256	3,882	5,444	6,484	6,569
Sales Tons (000's) - Incremental	5,361	4,647	4,179	4,009	3,824
Selling Price per Ton	53.28	56.75	64.48	65.93	64.46
Total Sales	285,598	263,709	269,468	264,353	246,495

OPEX
Hourly Non-Built-In Overtime	5,900	3,668	6,346	6,789	5,895
Powder & Caps	669	(12)	38	82	0
Electricity (Variable)	1,953	1,452	1,879	1,998	2,203
Ingredients	115	120	383	395	364
Operating Supplies and Diesel	6,720	5,946	12,919	8,121	7,083
Roof-bolting materials	1,820	1,042	1,904	2,304	3,217
Royalties	3,103	2,244	3,147	3,748	4,489
Material Usage Variance	101	266	308	298	384
Purchase Price Variance	107	442	79	45	30
Logistics	83,860	80,744	78,955	71,949	68,832
Other	1,128	2,709	4,478	827	314
Demurrage	3,452	2,494	2,148	1,832	1,871
Subtotal - Variable	(108,930)	(101,115)	(112,583)	(98,389)	(94,682)
Labor / Benefits	58,279	47,990	53,916	60,710	70,409
Insurance/Taxes	3,799	3,937	3,965	4,508	5,550
Maintenance Materials / Services	23,346	35,170	27,464	32,145	30,131
Operating Supplies (Fixed)	831	2,704	1,196	7,357	3,267
Electricity (Fixed)	5,305	4,743	3,466	3,685	3,636
Natural Gas	273	470	470	206	149
Administrative Services	2,867	3,030	3,086	2,545	2,423
Subtotal - Fixed	(94,700)	(98,045)	(93,564)	(111,155)	(115,565)

Operating Cost	(203,630)	(199,160)	(206,147)	(209,545)	(210,247)

Cost / per hoisted ton	38.74	51.30	37.86	32.32	32.00

Table 18-1: Summary of Capital and Operating Costs: 2017-2021


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Table 18-2: Summary of Capital Expenses: 2022-2026


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Table 18-2: Summary of Capital Expenses: 2022-2026 (continued)


18.1.3			Assumption


18.1.4			Accuracy


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19			Economic Analysis


19.1.1			Operating Costs

An economic model was created for the Goderich Mine to provide validation of the economic viability of the estimated reserve for the Life of Mine until 2094. Following are the key assumptions:

•Mine run rate at 6,500,000 tons hoisted.

•Because sales vary year over year, typically controlled by weather in deicing markets, the QP applied the average of sales to hoisted tons rates over the previous six years (91%) to sales tons for future three year periods with the fourth year sales tons at 110% of hoisted tons to represent periodic strong sales associated with higher than average frozen precipitation in Goderich’s markets served.

•The five year average sales price for is $60.58/ton. This price was the beginning price used in the life of mine cash flow analysis.

•Roskill forecasts the nominal price of deicing salt to reach $80/ton in 2028 as illustrated on Figure 16-1. This forecast price is used in the economic model discussed in Section 19. Pricing between current price (five year average of average sales price for past five years) for deicing salt established at $60.58/ton and the forecast price of $80 in 2028 was increased by $3.24/ton annually between 2022 and 2028.

•Annual average sales price increase of 2% year over year.

•A finance rate (cost of capital) of 10%.

•A tax rate of 33.07%, inclusive of Canadian federal and provincial income tax as well as provincial mining tax.

•Inflation rate of 2%.

•Inflation rate of 2% applied to operating costs.

•Sales price increase by 2% annually.

•An additional 10% contingency on projected fixed and variable costs through the life of mine.

The QP used partial year 2021 budgeted 2022 costs as the benchmark for which to model operating costs through life of mine, applying a 2% annual increase in operating cost annually.


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19.1.2			Capital Costs

As an ongoing project that is in production and profitable, the QP established a going forward MOB capital based on the average MOB capital profile at the mine since 2017. The QP assessed projected MOB capital spend through 2026, which was collaboratively established with Goderich Mine financial, engineering, operational and maintenance leadership, and validated by the QP.

Beyond 2026, the QP determined the expected replacement and re-build schedule for the fleet of seven CMs required to attain the run of mine rate of 6.5 million tons, and applied projected capital costs on to the life of mine cash flow analysis through the end of life of mine. The QP also calculated the average MOB capital spend from 2017 through present, applied a 2% inflation factor on the average MOB through 2026, and applied of a 15% contingency factor on the projected 2026 MOB capital amount of $27,945,000. The QP then based the 2027 MOB capital spend at $30,375,000. A 2% annual inflation factor as applied to MOB after 2027 through end of life of mine.


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Table 19-1: Life of Mine Cash Flow Analysis


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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Table 19-1: Life of Mine Cash Flow Analysis (continued)


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19.1.3			Economic Analysis

The QP constructed a cash flow model through life of mine completion in 2161. The QP established the selling price of salt sold in 2022 based on the five-year average of selling prices between 2017 and 2021, which is $60.58/ton. The QP then extrapolated price increases from 2023 and 2028 to attain the Roskill forecasted selling price of $80/ton in 2028 with annual increase in selling price of $3.24/ton during this period. Selling price thereafter was increased by at 2% percent per annum through end of life of mine.

Because the mine is active and profitable, the calculation of an IRR is nuanced since there is not initial development expenditure from which to benchmark net project value. Notwithstanding, the QP calculated the NPV of all development capital from 2021 through 2032 which is $250,437,000. Review of the model indicates that the Mine is immediately cash-flow positive in 2022, and remains so through end of the life of mine. As modelled, the project has an IRR of 34.9%, and an NPV of $890,491,000.


19.1.4			Sensitivity Analysis

•Average Selling Price

•Operating Costs

•Capital Costs (depreciation)

The IRR of the project approaches zero when selling price is reduced to $41.98 / ton.


Cost Sensitivities		After Tax IRR	After Tax NPV ('000s)

Expected Case		34.9%	$890,491
Mining Cost	20% Increase	24.8%	$533,025
	10% Increase	29.8%	$711,758
	10% Decrease	40.1%	$1,069,224
	20% Decrease	45.3%	$1,247,957
Capital Expenditures	20% Increase	30.2%	$844,957
	10% Increase	32.4%	$867,724
	10% Decrease	38.0%	$913,258
	20% Decrease	41.7%	$936,025

Table 19-2: Sensitivity Analysis: Cost Factors


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		After Tax IRR	After Tax NPV ('000s)

Expected Case		34.9%	$890,491
Expected Average Selling Price	20% Increase	52.1%	$1,649,594
	10% Increase	43.6%	$1,263,644
	10% Decrease	26.1%	529,340
	20% Decrease	16.5%	$179,452

Table 19-3: Sensitivity Analysis: Price


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20			Adjacent Properties

The mine is located on an inlet and is surrounded by Lake Huron and Goderich Harbor. The only property connected to the site is the Canadian Coast Guard to the east. All ancillary support is located on site.

Shoreline properties consist of a marina, residential homes and Goderich public beach. The zoning, the amount of unique landowners and minerals rights create a cost prohibitive environment to extend the current lease boundaries upland from the shoreline.


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21			Other Relevant Data and Information

All data relevant to the estimated mineral reserves and mineral resources have been included in the sections of this Technical Report Summary.


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22			Interpretation and Conclusions

The Goderich Mine has a long history of mining salt from the A2 salt deposit. This history includes a wealth of knowledge on how the ore behaves during mining, quality of the ore, the geomechanical properties of salt to enable safe and sustainable mining practices.


22.1			Mineral Resource

The Company’s salt-producing locations do not utilize classic exploration techniques in the development of their assumptions around mineral resources or reserves. The mineral deposit at Goderich is restricted in access by bodies of water, and industry techniques used for geological exploration for other types of mineral deposits, specifically collection of rock core from drilling, can be degradational to the salt ore being assessed. Given the nature of the salt mineral and each site’s beneath a massive water body, this limitation impedes the validation of mineral resources and reserves using exploration drilling techniques. Accordingly, geophysical techniques are utilized at both Goderich and Cote Blanche to assist in mine planning, and to verify that there are no obstructions ahead of advancement of the mine in the form of geological anomalies or structural features, such as faults that could affect future mining. In conducting these geophysical campaigns, including in-seam seismic and ground penetrating radar technologies, the Company is able to identify the continuity of ore-body ahead of mining. In-seam directional drilling is also conducted at Goderich as a means of extending our visibility into the ore body beyond the ranges that can be assessed by geophysical technologies.


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signal the need to re-evaluate rock mechanics and structure of the mine ultimately inform extraction ratios and mine design, which underpin mineral reserve estimates.


22.2			Mineral Reserves

Notwithstanding, the salt deposit supports continued successful exploitation, given the size, grade, metallurgical characteristics, developed infrastructure, and the knowledge and experience of the individuals engaged in the project. The uncertainty and risk associated with the historic exploration data can be mitigated where possible, through annual in-seam seismic campaigns, application of ground penetrating radar, and in-seam directional validation drilling.


22.3			Financial

Sensitivity analyses conducted on the life-of-mine cash flow model indicates that this is a robust project that can withstand 20% increases in the key cash flow components:

•If mining operating costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-2.

•If capital construction costs were to increase 20% from those currently estimated, the project would still remain viable by interpolation of the sensitivities shown in Table 19-2.

•The facility can also withstand a decrease in average selling price of 20% from those currently estimated according to the sensitivities shown in Table 19-3.


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23			Recommendations

Based on financial and technical measures, and positive economic benefits, and project developments to date, it is recommended that Goderich Mine project continue production.


23.1			Geology and In-Seam Seismic

The QP recommends that the Goderich Mine continue with routine in-seam seismic, ground penetrating radar and in-seam directional drilling campaigns to verify the competency of the ore within 1,000 feet of the mining face as a mitigative step to avoid inadvertent mining into a significant anomaly such as a fault or salt-stock sheer zone, a sandstone inclusion, or an unmapped margin of the diapir.


23.2			Costs

Based upon the recommendations presented in Section 23.1, the following cost estimate has been completed to summarize costs for recommended work programs (Table 25-3).


Activity			Cost (US$)
Annual in-seam seismic campaign			$50,000
In-Seam Directional Drilling			$750,000
Ground Penetrating Radar Campaigns			$100,000
Total Estimated Cost			$900,000

Table 23-1: Summary of Annual Costs for Recommended Work


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24			References

Archibald, Gray & McKay (Ontario Land Surveyors), 1996: GM_ML Survey 22R4113.

Associated Mining Consultants Inc. (AMC), 1997: In-seam Seismic Reflection and Ground Penetrating Radar (GPR) Investigations, Goderich Salt Mine. Report prepared for Sifto Canada Inc., dated January 7, 1997.

Carter, T., 2016: Stratigraphic Review, West Mining Panel, Goderich Salt Mine. Report prepared for Compass Minerals, dated April 27, 2016.

DMT Geosciences Ltd., 2013: In-seam-seismic Survey – SIFTO Salt Mine, Goderich, Ontario. Report prepared for Compass Minerals.

Dusseault, M.B., 2004: Brine Cavern Operations, Maitland River Operations Part II, Brine Exploitation Salt Caverns at Goderich, Ontario, General Aspects of Salt Behavior and Cavern Design. Report prepared for Sifto Canada Ltd.

Goderich Port Management Corporation (GPMC) (2014). Goderich Harbour Wharf Expansion. Environmental Assessment, February 2014.

Golder (2018). GODERICH MINE – FUTURE EGRESS ROUTE GEOTECHNICAL MODELLING STUDY REV 1 FINAL. Technical Memorandum. June 7, 2018.

Landes, K.K., 1957: Report on Rock Salt Reserves at Goderich, Ontario. Report prepared for Siftco Salt Company Limited. March 30, 1957.

Province of Ontario, 2001: GM_Mineral Rights Lease Agreement 2001.

SRK (2018). Goderich Mine Closure Support Report, February 14, 2018.

SRK (2019). Life of Mine Subsidence Analysis Report, June 2019.

SRK, 2016: Goderich_MineDesignRmLayout_Report_395700-110_395700-150_013_20160726.


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25			Reliance on Information Provided by Registrant

The QP has relied upon the Owner’s information and data in completing this TRS, in addition to written reports and statements of other individuals and companies with whom it does business. Materials provided by the Owner include permits, licenses, historic exploration data, production records, equipment lists, geologic and ore body resource and reserve information, mine modeling data, financial data and summaries, plant equipment specifications and summaries, and plant process information. It is believed that the basic assumptions are factual and accurate, and that the interpretations are reasonable. This data has been relied upon in the mine planning, capital and cost planning, and audited and there is no reason to believe that any material facts have been withheld or misstated. The QP has taken all appropriate steps, in its professional judgment, to ensure that the work, information, or advice from outside governmental agencies and historic engineering and design studies is sound and the QP does not disclaim any responsibility for this Technical Report Summary.


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26			Date and Signature Page

Signed on December 14, 2022

Prepared by a Qualified Person


/s/ Joseph Havasi

Joseph Havasi, CPG-12040