Thank you for standing by, and welcome to the conference. Allkem and Livent create a leading global integrated lithium chemicals producer. All lines have been placed on mute to reduce any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by the number 1 on your telephone keypad. If you would like to withdraw your question, press the star 1 again. For operator assistance throughout the call, please press star 0. Finally, I would like to advise all participants that this call is being recorded. Thank you. Today's speakers are Martín Pérez de Solay and Paul Graves. I'd now like to welcome Martín to begin the conference. Over to you. Thank you, Paulie. Hello, everybody, and thank you for joining Paul and I to announce the merger of Livent and Allkem. We're excited about our proposed merger of equals that will create a leading global lithium chemicals company with greater business critical scale and with enhanced capabilities to accelerate our expansion plans in order to meet the growing needs of our customers. This is a good time to be announcing this merger given the unprecedented growth trajectory ahead for our industry. By combining forces, we'll be ideally positioned to help our customers to meet the accelerated global demand for electric vehicles and broader energy storage applications. Together with Livent, we will have a globally diversified footprint of large, high-quality, low-cost assets and a diversified, resilient supply chain, allowing us to accelerate value and de-risk our expansion growth. I will now pass it on to Paul for some initial comments. Thank you, Martín. Thank you everyone on the line for joining us today. I echo Martín's excitement around this merger of equals. As you will hear in more detail shortly, this is a transformative combination of two companies with highly complementary assets and skill sets. This merger brings together expertise across both firms in product development, product innovation, and commercial capabilities. The new company will have greater vertical integration, a strengthened position to accelerate growth, and significantly increased scale to best serve our customers around the world. I believe that shareholders, employees, and customers will realize significant benefits from this transaction as the business transforms into a truly global player with listings in both the U.S. and Australia. I'll now turn it back to Martín to walk through the highlights of the transaction and the enhanced capabilities created by the combination of these two great companies. Beginning on slide 3, let me walk you through some of the key details of the transaction. We have structured this merger as an all-stock merger of equals, which will provide the opportunity to continue to invest in our growth and realize synergies that benefit all shareholders into the future. Allkem shareholders will receive 1 share of a newly created holding company for each existing Allkem share. Livent shareholders will receive 2.406 shares of NewCo for each existing Livent share. Post-transaction close, the ownership split between Livent and Allkem shareholders will be 44% and 56% of the combined company respectively. This exchange ratio reflects both the underlying relative contributions of each company, as well as the traded relationship between Livent and Allkem share prices over the recent months. The NewCo board will include 7 directors designated by Livent and 7 directors designated by Allkem. We will have our primary listing in the New York Stock Exchange and listing on the Australian Securities Exchange via CHESS Depositary Interest or CDIs. We expect index inclusion in both markets. The name of the newly created company will be communicated at a later date. The combination has been unanimously approved by both boards of directors. We expect to close this transaction by the end of the calendar year 2023, subject to regulatory approvals, shareholder approvals from both companies, and other customary closing conditions. Slide number four speaks about creating a leading lithium chemicals company. This transaction is consistent with our strategy and delivers a step change in our stated objectives. The merits of this transaction can be most easily summarized by three compelling points. It increases scale with an expanded geographic footprint and a combined lithium deposit base among the largest in the world. It immediately enhances vertical integration, bringing together two complementary business and a combined expertise that is expected to deliver meaningful operation synergies and capital savings. Both companies bring compelling growth profiles together, and together we are even better. All in, the combination will enable us to unlock significant value creation for shareholders, enhances our position within the global lithium value chain and our relevance to our global customer base. I'm gonna move on to slide 5 and spend a few minutes talking about the transaction logic, as they're critically important to our vision of this combination. We estimate that the transaction will generate annual run rate synergies within 3 years of $125 million per year. These savings can be characterized most simply as arising from one of 3 areas. First, the elimination of duplicate costs, particularly at the corporate level. Second, operational efficiencies that arise due to close proximity of our resources, especially in Argentina and Canada. Third, benefits that arise across our combined businesses that come from having a broader, more diverse set of operating assets, which allows us to maximize plant efficiencies and reduce or even eliminate purchases of third-party materials. We also estimate that we will reduce our capital spending by $200 million in total, particularly at Hombre Muerto in Argentina, where we are both investing today, and in Quebec, where we are also both developing mining and chemical operations. The ability to enhance our scale at the most business-critical levels is a compelling reason for our combination. We will have a production presence in three major lithium geographies, that is Western Australia, Canada, and South America. Operationally, we expect to grow production capacity to 250,000 tons per year by 2027. With a broader portfolio of producing and development assets, this merger enhances our global capabilities, strengthening our ability to serve customers with a more diverse and therefore more resilient supply chain. Both companies are committed to a strategy of full vertical integration, a business model that enables enhanced operational flexibility and greater value capture under multiple market conditions. Our highly complementary production base immediately enhances this strategy, allowing us to bring customers a full range of lithium products that we will be able to deliver across geographies. In addition to our production base in key lithium resource areas, we will have the ability to produce the critical lithium performance chemicals, whether that is carbonate, hydroxide or metals-based products, closer to our customers using our network of operations in the U.S., Canada, Argentina, Japan, the U.K. and China. This is a critical differentiator for us. Being vertically integrated and regionally diverse gives us security of supply, better predictability of costs, added flexibility, and a better ability to serve our customers. A third critical aspect of this combination is that combining our development plans allows us to both accelerate the delivery of our expansions as well as reduce the risk associated with these large capital projects. Factors such as close proximity of lithium deposits in Canada and Argentina, complementary proven skills in areas such as hard rock mining, conventional and DLE-based brine extraction processes, and battery-grade lithium hydroxide production are what create the ability to accelerate and de-risk. Finally, we have a deep pipeline of attractive and advanced growth projects that execute in phases over the foreseeable future. Finally, we have a leading ESG profile with a shared, unwavering commitment to deliver sustainable and responsible growth for our investors, our employees, our customers, and the communities in which we operate around the world. Together, we can continue our progress and do more faster, which helps us to live our values and to grow in a responsible way. Increasing the availability of lithium will continue to be a key enabler of decarbonization and the global electrification of transportation. This merger between Livent and Allkem enhances our ability to support this critical process. On slide six, you can see that the new company will have a very strong financial profile with a robust balance sheet and the financial flexibility to fund our project development pipeline. With combined 2022 revenue of $1.9 billion, $1.2 billion in combined 2022 Adjusted EBITDA, with combined liquidity, including net cash on hand and undrawn credit lines of $1.4 billion, supported further by a highly cash generative business, we will have the financial strength needed to make the investments that will drive our growth, including our plan to reach a combined lithium production capacity of approximately 250,000 tons per year by the end of 2027. Thank you, Paul. Continuing with your points. Moving on to slide 7 now. As you can see, the combination places us in the top 3 lithium producers with approximately 250,000 tons LCE by 2027. It's not just size. The combination will create arguably the most compelling product offerings in the market, with exposure to a broad range of high-quality lithium products to meet the evolving needs of our customers. With scale and vertical integration, we enhance our market relevance and underpin our ability to deliver anticipated capacity growth in the years ahead of us as a global demand for electric vehicles and a broader energy storage application accelerates. By combining leading processing and commercial capabilities with a large, diverse resource and production base, we are well positioned as a global lithium partner of choice, and we will have the scale and product suite to become further embedded in the value chain of our customers. On slide 8, we are creating a truly global business. Our combined assets and skill set across the key lithium producing regions, including lithium triangle in Argentina, Canada, and Australia, gives us a strong competitive advantage. Our production and processing facilities are in close proximity to our customers, which will allow us to be flexible and nimble in meeting rapidly evolving product chemistry. Further, our global industrial processing network is uniquely positioned to integrate into North America and European lithium value chain and meet the demand for more localized supply chain. Referring to the chart on the top right-hand side of the slide, the product switch is balanced across a suite of lithium chemical products and provides us with flexibility to respond to evolving customer needs. We're not just creating a leader in our industry in terms of production volume or total resources. As you can see on slide 9, we will be a leading global diversified lithium chemicals producer with a fully vertically integrated operating model built on high-quality assets, people, technologies, and know-how. If we look at the combined production portfolio, in Argentina, we have some of the best brine assets in the industry. Operating across the three salars of Hombre Muerto, Ojo Rosa, and Cauchari, we have an unmatched portfolio. In Canada, we have two hard rock deposits, Whabouchi and James Bay, that are within 100 kilometers of each other, which will create opportunities for us in terms of faster construction and lower construction and future operating costs. Finally, our global portfolio of lithium chemical manufacturing assets is second to none. Our regionally diverse footprint enhances our flexibility and reliability to deliver to our global customers, as well as creating the opportunity to partner with our customers to create more resilient local supply chains that support their own business plans. Operating a vertically integrated business model requires that we have capabilities to both develop resources and produce the highly specific performance chemicals that the advanced energy storage industry increasingly demands from us. As you can see from slide 10, we close any gaps that either one of us might have in terms of know-how or experience, resulting in a broad range of capabilities in everything from mining, Direct Lithium Extraction techniques, chemical manufacturing, and meeting battery-grade quality and reliability requirements. Add to this our complementary project execution skills, and you can see how this merger creates a fundamentally stronger business. Slide 11 focuses on our combined world-class growth pipeline and execution expertise. With the rapid once-in-a-generation growth we are seeing for EVs and energy storage solutions, it is critical that we're able to grow our production capabilities for our customers. The combination of technical operating and capital deployment teams will provide an enviable pool of expertise to de-risk and speed up the combined growth projects. As we think about the increase in global demand for our products, we will have the ability to leverage a deep inventory of high-quality, low-cost projects to ramp up production and drive strong growth over the coming years. In just 5 years, we expect our combined capacity to grow from an estimated 90,000 tons LCE in 2023 to approximately 250,000 tons per annum in 2027. The delivery of this growth is already underway. The visible pathway to volume expansion is unparalleled across our industry today and will allow us to unlock additional opportunities to enhance high-margin specialty volumes downstream. As I mentioned earlier, as set out in slide 12, we aim to achieve $125 million in annual run rate synergies by 2027, driven primarily from the streamlining of corporate costs, asset optimization, improved logistics, and procurement. We expect the majority of these synergies to be achieved within the first three years as a combined company. We also expect one-time capital savings of roughly $200 million to be achieved, also within the first three years, which will improve our capital efficiency, our investment flexibility, and allow us to accelerate the timing of bringing new assets into production. The ability to realize meaningful synergies is supported by the proximity of combined company assets. In Argentina, Hombre Muerto and Sal de Vida are within 10 km of each other. In Quebec, Whabouchi and James Bay are within 100 km. Additionally, by leveraging our work at Bacanora on designing and constructing a lithium hydroxide operation at Bécancour, we expect there will be meaningful opportunities for both cost synergies, project acceleration, and capital spending savings for our hydroxide plant to support James Bay. You'll see that the cost savings are not dependent on a single source or a single resource, but are spread around the globe and reflect everything from eliminating duplicate costs, improved purchasing efficiencies, and enhanced operating efficiencies. The diversification of sources of savings gives us the confidence in our ability to deliver them in a relatively short time. However, we also expect that further opportunities to improve financial performance will arise as we further optimize our combined operations and maximize the integration of operations across the globe. Referring to slide 13, ESG is fundamental to both Livent and Orocobre. Both companies have an outstanding and long and distinguished track record in ESG. The combined entity will build on this unwavering commitment to sustainability and responsible growth. We are confident this merger will continue to progress the mission and values of our two companies, which are firmly focused on safety, quality, and productivity. Sustainability is central to the mission of both companies. We are very excited to help drive a better future for our people and the communities where we operate through our shared emphasis on responsible operations, customer focus, diversity, equity and inclusion, innovation, and continuous improvement. As we look forward, we anticipate demand for our products will continue to grow as we meet the need for meaningful climate solutions, the transition to electrification. Consumers and governments are driving the fast-growing EV markets, and by focusing on policies and practices that accelerate the shift away from fossil fuels, we can, and we will play a key role in enabling this. This merger creates a leading integrated chemical company that unlocks and maximizes the value of the collective growth opportunity in front of us. The merged company will be tightly integrated into North America and the European battery value chain, and will be a company of significant relevance for our shareholders, partners, employees and customers. With that, we'll open the line for questions. Paulie, on your hand, please. Thank you, Martín and Paul. At this time, I would like to remind everyone, in order to ask a question, press star one on your telephone keypad. Today we do request in the interest of time, a maximum of 1 question and 1 follow-up is appreciated. Your first question comes from the line of Rahul Anand from Morgan Stanley. Your line is open. H i, Martín and Paul. Thanks for the call. Look, for the first question, if perhaps I can go to Paul. Paul, just on the proprietary DLE technology, I just wanted to understand how reliable it is currently at Hombre Muerto, and, you know, whether commercial production has been achieved. Have you had the opportunity to try the technology on any other brines from any other salars, as it stands? We've been using our current DLE technology at commercial scale for over 20 years now. It's pretty stable. Works pretty well. We have tried that DLE on the brine from Cauchari, from Olaroz. You name a brine resource around the world, we have tested our DLE technology with it. We're very confident in its ability to be used in other brine resources. Not every brine resource, but in other brine resources, yes. Okay, brilliant. Thanks for that. One for Martín. Martín, just wanted to inquire and understand in terms of the timing of the deal as well, mainly because, you know, Stage 1 is about to ramp up and Stage 1 production has been improving. I guess the question's more around, you know, there was an opportunity for the stock to re-rate here as that, you know, production improved going forward. There is about a 2.5 x discount to where you're trading currently versus Livent. Just wanted to understand the timing part of it and what were the considerations. Thanks. Thank you, Rahul, for your question. I think it's very well placed. I have to make a bit of history here. Paul and I have been talking about this for quite some time in different market situations, different trading conditions. And we think that the transaction makes a lot of sense on its merits, particularly when you consider the growth portfolios of both companies bringing to the transaction. As well as we do have quite a compelling growth portfolio. You mentioned Olaroz Stage 1 and 2 Livent, and it's also bringing up to speed their first expansion on Hombre Muerto and an expansion of the Bessemer City plant as we are bringing in the production from [Maha Chaar]. The way the transaction is put together, these are two companies that in the current moment in time, they will not only maximize for their existing operations, but also from the growth contributions that both companies will make to the new company. None of the shareholder bases will be giving away any value in the growth because the growth is going to be larger. Particularly the moment in time in which we are being able to put together these synergies will enable us to both maximize from our combined growth portfolios. These are two companies coming together at the right time to this merger request. We think it is a quite compelling moment, regardless of whatever price environment you may look into or whatever trading difference you may look into the value of the growth and the value and the way in which the exchange ratio was calculated, reflecting fundamental value that incorporates the potential growth of both companies into the exchange ratio supports that. Okay. That's very helpful. Thank you very much, both. I'll pass it on. The next question comes from the line of Glyn Lawcock from Barrenjoey. Your line is open. Good morning, Martín and Paul. Firstly, just a follow-up, Paul, if I could to Rahul's question. If you say taking a DLE technology across to, say, Olaroz, I mean, how long would it take, though, for you to do the R&D for it to actually be applicable, so you could actually go ahead with the project? I assume it's just not something you can just transfer overnight. Thanks. No, it is pretty much. Look, you want to pilot it, I think, to start with, just to tweak the parameters of it. No, there's no R&D needed in order to do this. It's a well-worn process flow sheet. It'll take time to order the equipment. It'll take time, of course, to set it up, as I said, put the infrastructure in place. You don't. It's not like a mobile module you just bring over there. Once it's established in place and we've just tested the parameters, it's a pretty quick process. It also has incredibly low technology risk or application risk. It's really about, as I said, the just making sure that we tweak some of the sensitive parameters for that local area. At the end of the day, I mean, we both operate in the same, a lot of the same, geographical or geological conditions and also the same. We're both at 4,000 meters above sea level, so we know how it operates Okay. I just assumed that they were a lot more difficult grind of Sal de Vida. Oh, it's fine. Martin, just a question for you. I mean, obviously, I've just come back from Argentina, and look, the team did a great job on the tour, so thanks for that. You know, as Rahul said, clearly you have significant growth potential. I'd say 28% compound growth to the end of the decade. You know, if you look at your contribution from a volume contribution, it's about two-thirds to one-third. EBITDA contribution, two-thirds to one-third. Allkem's got double the hard rock resource of Livent. It's got triple the brine resource in Argentina and Livent. I would have thought, you know, technology I can get off the shelf. Resource in the ground is far more important going forward. Why is the ratio 56/44 when everything else suggests it should be much closer to maybe 2/3, 1/3? Could you make some comments, please? I don't understand the trading relationship. Surely the Aussie market just mispriced you, so the trading history should be not relevant at all for the merger ratio going forward. Thanks. Thank you very much, Glyn, for the question. Thank you for the reference to the slide, please. Listen, the way the emergent ratio was calculated was based on fundamental value for both companies, and that incorporates the growth portfolio for both companies. I was just explaining to Rahul, the forward-looking production and revenues that would come from both sides. Clearly, Livent's book and earnings have been affected, and Paul have covered that in the past by a book of contracts that was somehow fixed or subject to fixed price of contracts. We'll let Paul explain that in more detail. That book is running off and being replaced by a more up-to-market book. We will see earnings coming through to 11, and that may also explain part of the difference in EBITDA that you see between both companies. As well as the differential tax rates on both sides that create some distortion in there. Putting all of that into consideration and the growth profile that we have for all of our projects in brines and hard rock, and the ability to put those all of those projects together, we came to a conclusion that the 56-44 ratio was the right exchange ratio. The ratio represents a premium to close in pre-announcement of about 16% on spot prices and 14% on 1-month VWAP to the price that Allkem was getting before the transaction was announced. It clearly recognizes the value of both our growth portfolios put together and the values of the synergies between the new transactions have also been factored so that none of the parties is worse off as a consequence of that. They are truly reflected in these exchange ratios. Yeah, if I can just add to that. You know, Livent's growth is... I mean, no two companies are gonna have perfectly aligned and matched growth. Our portfolio, we have about 5x the volume growth between now and the end of 2025. Some very rapid volume growth. Just as significantly, as Martin points out, our business will grow very differently, and we have some quite significant contracts that we're rolling up over the next two or three years that will move from at least partially, if not entirely, fixed price contracts into market-based pricing. The pricing uplift in our business and therefore the boost we get in our earnings growth, and we don't need market prices to be as high as they are today to still get earnings growth over the next few years too on top of that volume growth. It's not like Livent is a non-growth company to be fair. I understand that, Paul. I guess, you know, that's baked into analyst forecasts for your EBITDA. 2 years out, you're still only contributing, you know, A third of the EBITDA as well or is the contract still in place 2 years out? Well, let you know. I'll comment on that. I know with every analyst forecast, I think my experience with analysts are very different views of pricing and perspectives on pricing maybe than from each other, from other market observers. I think when you attempt to equalize price decks between these two companies, I think you'll find the difference is not as great as you think. One thing that we did, Glenn, is we did a quite a significant due diligence on each other's businesses and we, you know, the way the merge ratio was put together was following a bottom-up approach. You know, when you equalize the price decks, this, you know, as Paul was saying, you know, the differences between both companies are not that large in that regard. Yeah. Look, I appreciate it all. I mean, you know, I remember BHP Billiton merger in 2001, where the ratio seemed appropriate at the time and in history, it was wrong. I guess learning now in history whether it's right or not. Thanks very much. Your next question comes from the line of Alex Papaioanou from Citi. Your line is open. Hi, Martín and Paul. Do you have any comments on the multiple differential? Livent trades on an almost double multiple on a EBITDA basis. Thanks. There are a couple of things. One was mentioned regarding the future pricing of Livent's contract book as compared to the current price of Livent's contract book. The other one is, you know, the fundamentals of the market in the U.S. are in Australia. While companies in Australia will trade on NAVs, companies in the U.S. market are more traded on EBITDA forecasts that are not always based from the same price projections. Does Paul comment more on that? Yeah. Look, I think that's a very good point. You know, you have to bear in mind, like, Livent's making EBITDA good 5 x between 2021 and 2022. We have another 50% growth going into 2023. With 40% volume growth on pricing fixes into 2024, you know, when you look at near-term earnings, and nobody looks 4 years out with earnings, right? Putting multiples on it. The near-term earnings growth of Livent, and you compare that with essentially other chemical companies in the U.S. market or other similar industrial companies, you find our multiple is not particularly stretched relative to some of those peers. We don't trade, never have traded, on asset multiples. Until this year, we didn't even disclose our resources. I think there are different ways of looking at the valuation of the company of Livent than of Allkem, historically. Okay, thanks. Is there any change of control triggers with TTC at the JV level that we should be aware of? No, no. There are no change of control triggers at the JV level that would jeopardize transaction. I mean, you know, we've talked a lot about TTC in the past. TTC is a highly valuable partner and customer for us. We do have a great relationship and we see that this transaction opens up even a better future for the relationship with TTC. Okay, thank you. I'll pass it on. Your next question comes from the line of Robert Stein from CLSA. Your line is open. Oh, hi, Martin and Paul. Just one adding to Glyn's line of questioning. Looking at the consensus free cash flows over CY 2023 to CY 2027 implies AKE's ownership split should be about 74% to 26% Livent. I'm just wondering what are we missing in terms of risk in Allkem's cash flows? maybe a question for Martin. Basically, you're basing it from certain consensus that are not made from the same analysts, not same prices. You know, that split, 74 that you are reaching to, is not on the same basis. What I can tell you is that both companies came to this point putting together the growth portfolios. Both companies looked at the way, and the risk inherited in the development of these growth projects. Both companies equalized price guidance in order to be able to define a base ratio. I don't think it is a difference in the risk involved in the growth portfolio because both companies did a thorough due diligence on each other and valued and risked the project, the development and the operations accordingly. I think it more relates to the difference in which those, net cash flow, or maybe the forecasts that you look at in from the market, are based on different basis, I think. Just to add to that. Look, I think I just want to reinforce the point that this deal was not done on a quick desktop review of analyst forecast. This was done. We have site visits. We've shared hundreds of pages of documents. We've shared engineering reports. We've shared, you know, really pretty much everything you could imagine to make sure that each of us has built a very thorough and robust model. I can assure you don't get the ratios that you're just talking about there. You have to form views clearly on pricing. You have to form views on capital expenditure. You have to have a position on Mount Cattlin and its future. I think it's not just as simple as a single number that you point to and when you look at an exchange ratio in this sense. Appreciate that. Maybe just a follow-up question for you, Paul. Listening to the call last night, it was mentioned that Livent is sort of lithium carbonate constrained, your Hombre Muerto. Can you expand on how this deal would benefit Livent alleviating that constraint on your existing contracts? Sure. Yeah, look, I think, the starting point is we have excess lithium hydroxide capacity today over what we produce simply because we are not yet producing enough lithium carbonate. We actually switch on that expansion in a few weeks time. That will change. We also have more lithium hydroxide capacity coming down the line. Clearly, we can have a conversation as a combined company. What is the highest value add? Do we convert extra carbonate that we can source from Cauchari, for example, into lithium hydroxide, or do we sell the carbonate? It's a great opportunity. You know, Livent's for a long time followed a strategy of maximizing value for LCE. By being able to put our LCEs out of Argentina into either fluoride and then a metals chain or into carbonate and sell it or into the hydroxide value chain, you can take advantage of market disconnects. You can take advantage of premium for different approaches. Having a more diverse supply by having more resource just sort of supercharges that situation. Yeah. What I would add to Paul's comment, perhaps adjusting your question a bit, it's not Livent who benefits. It's a merged entity that will benefit from this enhanced flexibility of production and optimization of plant capacity. Thank you very much. I'll pass it back. Your next question comes from the line of Hugo Nicolaci from Goldman Sachs. Your line is open. Hi, Martín and Paul. Just appreciate there's a few questions on taking the Fenix DLE across to Olaroz. You've highlighted on this call that you've already tested the Fenix tech on Olaroz and Cauchari. I think from your last update, you were already quite advanced on third-party DLE testing. Can you just talk to how the Livent tech performed versus some of the third-party tests you've already done at Olaroz and Cauchari? We do not elaborate on the different technologies that we have tested. We've tested different technologies and I think what Paul was mentioning this. In order to bring a new technology on streaming or production, you have to test it, you have to pilot it. You know, it takes a good, a nice time of a couple of years to be able to start building on that new technology. This transaction, this merger would enable us to speed up the process of bringing the technology on to Orocobre because it has been tested, because the piloting times will be a lot lower, because we have people at Fenix already producing with the technology. Significantly, it speeds up the delivery of DLE technology in Orocobre and expands the Orocobre production capacity. Basically, what you see today is out of the facilities that produce from an evaporation pond, the key constraint is availability of evaporation area. In the operations that produce the DLE, the key constraints come from infrastructure and freshwater availability. Being able to add DLE and an evaporation ponds, both companies will cross-utilize each other, and the combined entity will be a lot better by building incremental capacity at a significantly lower cost at a much higher scale. I just want to be clear on this as well. You know, we've been learning DLE processes for a long time. The key there is processes. These are not technologies in the way that people seem to talk about it in the way that you imply. There are multiple ways to selectively extract lithium from brine. Almost without fail, they don't fall down because they don't work in the lab or that they fail, you know, sample testing. They fail because the manufacturing process is either not stable or not scalable. It's really this ability to apply the technology into an existing process at scale, which is where almost all of them fall down. That is really the expertise that Livent has. It is not some super magic sauce with regards to the actual DLE technology. It's about making the processes run at scale. That's great. Thanks. Just to clarify, you're not necessarily ruling out third-party DLE technologies still with the Orocobre assets, but you now have the expertise in the team that comes from Livent to properly assess all of those? I think that's a very good summary. You know, Livent's technology team, we look at every DLE technology out there. As I say, we look at it through the lens of, is this commercially applicable? We are not particularly hooked up on any one DLE technology. What we will do is figure out what is the right process and apply the best technology to that process. All right. That's super helpful. Just a second question, if I can, and probably back to the valuation piece that you talked to. You've highlighted the downstream and margin piece that Livent brings. Can you maybe just talk to the premium you've assumed on the higher grade sort of conversion capacity, the pass-through costs that you kind of assumed in that? I guess just given looking at other projects, you know, downstream is typically margin accretive, but you know, typically the bulk of the value still lies upstream. I guess, yeah, just expanding a little bit more on how we should think about that. Thanks. Again, I think we've been through this. The way the value was calculated, the exchange ratio was calculated was by looking at the fundamental values that on completion is very thorough and detailed across the diligence that told us about the size of the project, the growth of business capabilities and deliveries that every one of the companies involved. You know, by this bottom-up valuation process, we worked an exchange ratio that really represented the net value that both set of shareholders were bringing into the merged entity, and that's how we derived it. The premium is a consequence of where it was trading the day before the announcement. That basically is. I guess just to follow up quickly on that downstream, I think Orocobre has historically talked to, you know, doing studies on maybe a midstream in Canada and playing into IRA benefits. In the merger, are you now more fixed back on the hydroxide piece in Canada, or do you still go through with that assessment? You see, one of the good parts of the merger is that by integrating Canadian operations, we'll be a lot faster to access the market and we'll be able to leverage on Livent's plans of the Bécancour facility that is already been permitted and is initiating construction as we speak. That will speed up our ability to transform the product that we would have in, from Gen 3, into lithium hydroxide units to supply the US market or lithium carbonate units. That's, you know, a larger facility in Bécancour will give us the ability to either do hydroxide or carbonate to supply the markets and maximize the supply of carbonate that we have from South America into the U.S. and European markets. It is this greater flexibility that we will have with a larger, broad product base and global downstream facilities across the world that really realize value for our shareholders. Fantastic. Thanks for that, Paul. Your next question comes from the line of Ben Lyons from Jarden. Your line is open. Thank you. Martín, the merger ratio is still using a risk-adjusted NAV. Can you please elaborate on the actual valuation process and be specific about the lithium price assumptions that are embedded for spodumene, lithium carbonate, and lithium hydroxide? Secondly, what risk overlay is embedded for the different regions, Argentina versus Canada versus Australia? Thank you. Well, thank you very much, Ben for your question. As I said, what we did was, as we said, due diligence process on each of the companies. We looked at production forecasts, we looked at the plans, we look at the construction challenges of every one of the different projects. We looked at the ability and at the time it would take to bring the projects on stream and build fundamental cash flows for ourselves, for all of the businesses of both companies. Apply on both sides. We look at different price scenarios. We look at more conservative, more aggressive price scenarios. We looked at the price and the market consensus price scenarios. We looked at what we as a management team of both companies were how that the prices would be and what we came to the conclusion is that throughout all those price scenarios, prices of the companies were pretty much in line. When you apply this methodology to drive the value of the company. Obviously, discount rates were adjusted to the different jurisdictions, and clearly discount rates in Argentina are larger than discount rates in Canada and in Australia and in the U.S.. With all of that analysis, a range of values was put together for both companies and incorporating the net relative contribution of each business into the combined entity. That is the way in which the merger ratio was calculated to reflect what every set of shareholders were bringing into the merged company. Thanks, Martín. I completely understand the process. What I was after was some numbers. Thank you. Now we don't forecast. We do not disclose long-term price scenarios. You have price scenarios from Woodmac, you have price scenarios of the consensus of the analysts. You can run them from any price scenarios. Prices do not really make a difference because when you look at price scenarios, there's a relationship that they all have built into them between the raw materials and the performance chemicals that both companies would produce. It's not a change on the price scenarios you're looking to. Price scenarios will give similarly values for this merge ratio. Yeah. Okay. I'll look forward to the independent expert's report. Thank you. The next question is from the line of Lachlan Shaw from UBS. Your line is open. Thanks, Martín and Paul. Just one. Can you please outline the regulatory approval processes that you need to work through, in particular, issues around, competition approvals? Thank you. The transaction would go through a shareholder approval on both sides. As was just mentioned, there will be an independent expert report for the shareholder votes in Australia. We think that filing all of the documentation on that would take us to a final voting on the transaction from both sets of shareholders toward the end of October, November of this year. The transaction has to go through different antitrust approvals in the different locations. We don't foresee a particular issue in any one of them. We think the transaction will flow without major problems in that regard. All of the lawyers that have looked at it have issued positive opinions in that regard. Call the sign being, we don't foresee any problem there. It also needs to go through a CFIUS approval in the U.S. as well. Your next question comes from the line of Kaan Peker from RBC. Your line is open. Good morning, Paul and Martin. Listen, I just wanted to get a bit better understanding of the downstream processing of spodumene in Canada. On slide 9, it appears that you're still considering 2 hydroxide plants. How does the Quebec government ownership fit into this? Well, let me take that to start with. You know, in Nemaska, we have a location in Bécancour in Quebec, which was intentionally designed to be able to have more capacity added to. It's not really a new plant. We'll use all the same infrastructure and add a couple more lines, you know, trains, if you will. It's not the only option. One of the advantages of that is that we have all the engineering work done for a plant of that nature. We also have a fairly large location in Bessemer City, North Carolina, where we could add infrastructure as well in place. We do have options to build in Bessemer City or at Bécancour. The ownership of Nemaska is, as you know, 50% Livent today and 50% IQ. IQ is the investment Quebec arm, has been very clear they do want to reduce their holding down to a more normal level. IQ almost never holds more than 20%. They don't have any operating role in the organization. They absolutely would welcome more infrastructure, more processing capabilities being built at Bécancour. It's core to what their strategy is, attracting the battery industry. I don't see any issues at all from the, from the Canadian, the Quebec government or the Quebec investment arm in supporting an extra line at Nemaska. Would that still be the possibility of having 1 hydroxide processing plant instead of 2 in that region? It's a preference, not a possibility. It's a preference. We would continue it that way for sure. Sure. Thanks. Second one's on the production profile that was essentially guided to for FY 2027. I see Jáchal Norte was included. The previous feasibility sort of indicated first production in 2023 and full ramp up by 2026, but most of the milestones haven't been achieved. Is this part of that accelerated growth that's been considered? I assume that this isn't part of the synergy numbers that have been announced. When you look at the industrial logic of the transaction, as we said, it is about scale, it's vertical integration and it is about growth. When you look at the growth and the synergies that come together, it's about de-risking and accelerating the projects. This transaction enables us to be a lot faster with the deployment of DLE technologies in Olaroz-Cauchari to be able to bring that production on stream faster, as well as it helps us to proceed with the expansions in Hombre Muerto 2 and 3 by bringing in new operation technology into that into those assets. That is the how do you call it? Speed up portion of the merger that we will be looking to achieve with this. They're not included in the current guidance for synergies. It's not included in the current guidance for synergies. This is, you know, it's very difficult to value an acceleration of synergies. It's not included there. Okay. I'll pass on. Your next question is from the line of Mitch Ryan from Jefferies. Your line is open. Good morning, gentlemen. Can you talk through the tax implications of having a corporate residency in Ireland? What component of the synergies does this contribute or to this? Yeah. The benefits are less about tax. It's about the ability to move funds around the world, right? We're a global international business. Particularly with Argentina, with there being trade agreements and tax agreements between Argentina and Ireland, it makes it easier for us to move the funding around the world. We've not brought the tax synergies into that number that we put out there. Okay. Thank you. Thank you. My second question is, if you look at the slide where you've shown your geographic spread of assets, Mt Cattlin doesn't look to be a core part of the combined portfolio from a geographic perspective. How are you thinking about that on a go-forward basis? I think, Western Australia is one of the key regions for lithium in the world. We have not only the collection from Mt Cattlin, but we have a very well-established team in Western Australia with a lot of knowledge that is able to roll over the I see. Some other assets, provided that we can grow at a reasonable prices. We do have a significantly large portfolio to grow. You know, Mt Cattlin has its own opportunities of extending its life of mine and further step out exploration that we're currently undertaking. We see potential and we see value in staying in Western Australia. I just support that. Like, I think, a big piece of what makes this interesting is this ability to diversify across regions. Being able to build, you know, a business based in Western Australia is a very important focus. Okay. Thank you. Your next question comes from the line of Al Harvey from JP Morgan. Your line is open. Good morning, Martin and Paul. Just given there is that bit of uncertainty around the relative value split, I'm just wondering if you can step us through the risks around AKE shareholders potentially voting it down, potential for outside bids, and if there's any break fees or any other contractual things that we need to be aware of there? Listen, let's start by the end of your point. Break fees are customary. The customary break fees in this type of transaction is 1% of the value, as you have in Australia. We don't foresee shareholders voting against it. We trust the rationale in which the transaction was put together. We think it's quite a compelling industrial logic for it. We trust that, you know, the teams have performed a long work in analyzing and completing due diligence and putting together this bottom-up valuation that deliver the exchange ratio that we have just put forward. I think that the discussion is being a bit twisted by looking at consensus based on completely different estimates and different forms of being elaborated. We trust the transaction to proceed, and we trust the amount of the work that was done by the team and our advisors to come to the appropriate exchange ratios on both sides. All right. Thanks, Martín. You have a follow-up question from Rahul Anand from Morgan Stanley. Your line is open. Yeah. Hi, both. Thanks for the opportunity to ask a follow-up. I was gonna ask about the antitrust issues, but that's been asked. My second question was going to be around the mention in the presentation about the ability to develop new materials for the lithium industry. Can you help me understand if there's any further benefit here besides just combining the R&D teams together, i.e., is there any project-based synergy here? I'm not sure what you mean by project-based synergy. Can you maybe clarify that for me? I mean, is there a different type of product coming out of two projects which you could perhaps combine to come up with a better material for the downstream industry? I mean, what's the synergy benefit here? Is there anything besides combining research and development teams into just one? I think, you know, it's a complicated one to sort of explain. One of the challenges we have with next generation lithium ion batteries is the form of lithium that is needed. That form of lithium that is needed is not, I mean, we'll need hydroxide or carbonate in the cathode, but in the anode, we're gonna go to solid state, we're gonna have metal anodes. Once you go to metal anodes, you're really talking about a lithium chloride-based technology. Lithium chloride is a base product that we produce, and downstream of that, we have a bunch of R&D teams that are focused on metals-based opportunities. For example, printable lithium, 3D printing of anodes. My experience generally is that the synergies that you get with regard to our R&D is not so much lab-based, it's actually customer-based, and it's tapping into customers that you have deeper, stronger relationships with and co-developing with them. There's no doubt that the access to, through Toyota to the Japanese technology base that we expect to come here creates opportunities for us to further push our technology work into these customers. Frankly, these customers are quite willing to sign up long-term supply agreements because you are technology partnering with them. This is a long way out, right? There's not like building a new model for this stuff. This is customer building, it's understanding the products, it's understanding the way lithium behaves. It's helping your customers manage lithium in their cathode because it isn't always that easy. Pretty difficult to put cost synergies around it or specific synergies around it, but there's no doubt it enhances the quality of the business and enhances the offering to the customers. Yeah. We will not be that of the next molecules for the batteries. Of course, we're clear it is the battery industry that requires different molecules. Being close to them and having flexibility within our operations and the ability to put together research teams to work along with them is what creates the value there. Of course, that's not away from incorporation that in evaluation it's, you know, it's something that adds value to the merger, but there's no value attributed to it. I wouldn't underestimate process innovation, right? Both of us have process team, process engineering teams, you know, focused on different projects. I'd be very surprised if there wasn't a lot of learnings across those teams that help enhance the way we process, particularly in brine. No, that's very helpful. Thanks for the extra color. That's all from me. Thank you. We have a follow-up question from Glyn Lawcock from Barrenjoey. Your line is open. Hi, Glenn. Hi again. Just firstly, just when you did the risk analysis, I mean, when I look at Allkem, you know, obviously the Sal de Vida process sheets probably unproven at scale yet. You know, it's your first trip into Canada with your first project. Were the assets risk adjusted more harshly on the Allkem side relative to Livent at all? I'm just trying to understand, you know, or was it equally played out? Cause I mean, we're obviously still struggling with the ratio. I have a second one after that. Thanks. Yeah. No, no. They were very similarly risk adjusted on both sides. In all cases, you know, significantly less risk adjusted than the current risk adjustment that the market is making in their analysis. We're a lot more confident in the value of projects on both sides than the market is. Was an even risk adjustment for both companies based on the complexities and the difficulties of the different products and technologies. No, there's no particular differentiation in that. Okay. Just finally, Martin, I mean, it appears you're moving on. It feels like Livent are taking all the senior management roles. I mean, you know, we're losing experience at the top with engineering background. I mean, this is a pretty difficult business. I mean, can you maybe help me understand why you're moving on and we're not seeing more management at the top with experience in, you know, engineering backgrounds, chemical engineers, etcetera? Thanks. You know, the basic question is you only need one CEO to run the operations, and so two wouldn't work. This is a merger of equals and as such, you see a board that is jointly integrated. The chair on one side, the CEO on the other side. The management team will be integrated, taking the best part of, and the best learnings that every one of the companies bring into the merger. You will see that Livent's commercial team, Allkem's technical team, our marketing teams, you know, they will remain in place, maximizing the value that both bring to the merger. The fact that I will not continue as the CEO of the merger doesn't mean that I will not be helping. I will continue supporting, bringing the experiences of the recent merger between Galaxy and Orocobre, from an advisory role for the time that is needed. I trust the team that exists at Allkem that has not only the technical but also the commercial and the execution capabilities to deliver on this new merger. That team will stay in place. Paul comes with a deep knowledge in the lithium industry and will be supported by a great team of engineers that will come from both sides. Let me just add to that. Look, I'm not quite sure you can make the statement you made because we haven't disclosed what the leadership team will look like. I don't think the loss of Martín is because of his engineering background. I think the loss of Martín is all the rest of the leadership he brings and the knowledge that he brings and his experience in integrating businesses, which is why he's offered, and I've gladly accepted that he's gonna stay and help me on a consulting basis to make sure we get the benefit of all that experience. You know, I think if you had the insights into the depth of the engineering capabilities within Allkem, the depth of the engineering capabilities within Livent, and had an understanding of how we're thinking about running this business afterwards, truly as a merger of equals with a true sharing of leadership roles across the organization, I think you'd feel much more comfortable than your question implies. No, I appreciate that, Paul. Will we see you down under anytime soon, Paul, to help us get across the Livent business? Because I think that's gonna be very crucial to getting the vote up, down under. It depends how nice you are to me. I mean, if you're gonna treat me nicely, I'll come. There's always good bread and a steak at my place if you come to down under, that's for sure. All right, I'm on my way. I'll get the next flight. I will definitely be out there more than once. You should assume Martín and I are talking about, you know, when is the best time for me to do that. Obviously soon and almost certainly more than once. All right. I'll book you a place on the, on the deck. Thanks. Thank you. Thank you, Glyn. Due to time constraints, this does conclude today's Q&A session. I would like to hand back over to Martin and Paul for closing remarks. Thank you very much, everyone, for joining us today. As said, this merger immediately creates a leading integrated lithium chemicals company that unlocks and maximizes the value of our collective growth and opportunity in front of us. The merged company will be tightly integrated into North American and European battery value chain and will be a company of significant relevance to our shareholders, partners, employees and customers. Thank you. This concludes today's session. Enjoy the rest of your day. You may now disconnect.