Igo Limited · ASX:IGO

Igo — Merger or Acquisition (December 2020)

71 slides from Igo's merger presentation, Dec 9, 2020

  1. Slide 1: Creating a Unique Clean Energy Metals Company

    Not for Distribution or Release in the United States For personal use only CREATING A UNIQUE CLEAN ENERGY METALS COMPANY Investment in Tier 1 lithium business to complement the world-class Nova Ni-Cu-Co mine 9 December 2020 Not for Distribution or Release in the United States

  2. Slide 2: Important Notes

    Not for Distribution or Release in the United States For personal use only Important Notes The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this Each recipient of this Presentation should make its own enquiries and investi

  3. Slide 3: Important Notes (cont.)

    Not for Distribution or Release in the United States For personal use only Important Notes (cont.) Competent person statements Limitation of information in relation to Lithium HoldCo The information in this presentation that relates to Mineral Resource Estimates is based on and fairly represents, in

  4. Slide 4: Disclaimer

    Not for Distribution or Release in the United States For personal use only Disclaimer The pro forma financial information provided in this Presentation is also for illustrative purposes only and is not represented as being estimates provided in this Presentation are based on subjective judgement, as

  5. Slide 5: Disclaimer

    Not for Distribution or Release in the United States For personal use only Disclaimer institutional investors in connection with managing, conducting and underwriting the Offer and without having independently verified that information and the Limited Parties do not assume any responsibility for the

  6. Slide 6: Table of Contents

    Not for Distribution or Release in the United States For personal use only Table of Contents 1 Transaction Overview 7 2 Investment Highlights 15 3 Overview of Greenbushes, Kwinana and Lithium HoldCo 25 4 Equity Raising 32 5 IGO: The New Global Leader in Clean Energy Metals 35 Appendix: A Summary of

  7. Slide 7: Transaction Overview

    Not for Distribution or Release in the United States For personal use only Transaction Overview Greenbushes Project 7

  8. Slide 8: Transaction Summary

    Not for Distribution or Release in the United States Transaction Summary Creation of a global, vertically integrated lithium partnership For personal use only Pro-forma Ownership Structure IGO to acquire 49% of Lithium HoldCo1 through a US$1.4bn subscription for new shares (Tianqi2 is Lithium HoldCo

  9. Slide 9: Transaction Highlights

    Not for Distribution or Release in the United States Transaction Highlights Transformative, on-strategy acquisition with compelling logic For personal use only 1 2 Tier 1 Greenbushes hard rock lithium mine World-class Kwinana battery grade LiOH delivering quality, scale and long life plant with stro

  10. Slide 10: Transaction Aligned with Strategy

    Not for Distribution or Release in the United States Transaction Aligned with Strategy High margin, high quality business aligned with strategic focus on clean energy metals For personal use only Greenbushes is the world’s largest and lowest cost Globally Relevant lithium hard rock asset (21% of 201

  11. Slide 11: Transaction Detail

    Not for Distribution or Release in the United States Transaction Detail Consideration & key conditions For personal use only  IGO Limited (“IGO”) to acquire a 49% non-controlling interest in Lithium HoldCo1 (“Transaction”) through subscription for Consideration new shares for US$1.4bn (A$1.9bn)2 

  12. Slide 12: Sources and Uses

    Not for Distribution or Release in the United States Sources and Uses Acquisition funded through debt, existing cash and an equity raising For personal use only Sources of Funds A$M Uses of Funds A$M Equity Raising: Institutional Placement 446 Purchase consideration 1,8912,3 Equity Raising: Institut

  13. Slide 13: Debt Funding Secured Off Existing Assets

    Not for Distribution or Release in the United States Debt Funding Secured Off Existing Assets IGO to retain a robust balance sheet with a pro-forma cash balance of A$424M For personal use only Key Transaction Debt Facilities at Completion Overview Tenor  Robust proforma cash position of A$424M1,3 r

  14. Slide 14: Transaction Timeline

    Not for Distribution or Release in the United States Transaction Timeline Key transaction milestones For personal use only Event Date1 Announcement of the acquisition of 49% of Lithium HoldCo 9 December 2020 Launch of equity raising and binding debt documentation signed 9 December 2020 Completion of

  15. Slide 15: Investment Highlights

    Not for Distribution or Release in the United States For personal use only Investment Highlights Kwinana LiOH Plant 15

  16. Slide 16: Tier 1 Lithium Business in a World-class Jurisdiction

    Not for Distribution or Release in the United States Tier 1 Lithium Business in a World-class Jurisdiction Located in the South West of Western Australia - in IGO’s backyard For personal use only IGO’s Key Operations & Projects Close proximity in Western Australia KIMBERLEY PROJECT IGO 100% and vari

  17. Slide 17: Greenbushes Hard Rock Lithium Mine

    Not for Distribution or Release in the United States Tier 1 Greenbushes Hard Rock Lithium Mine Greenbushes quality in a league of its own - underpinned by resource size and grade For personal use only Spodumene Concentrate Cash Cost Curve1 (2019 Cash Costs, US$/t Concentrate) “Cycle Proof” Asset Wor

  18. Slide 18: World-class Kwinana Battery Grade LiOH Plant

    Not for Distribution or Release in the United States World-class Kwinana Battery Grade LiOH Plant First mover in Australia with premium off-takers and supply chain visibility For personal use only Lithium Hydroxide Economic Cost Curve (Operating and Committed Projects)2 Australia’s 1st LiOH Plant1 (

  19. Slide 19: Brownfields Growth Underpins Cash Flow Generation

    Not for Distribution or Release in the United States Brownfields Growth Underpins Cash Flow Generation Organic growth pipeline ready to benefit from expected lithium price recovery For personal use only Lithium Production Greenbushes capex for near term organic Greenbushes Concentrate & Kwinana Lith

  20. Slide 20: Long-term Assets With Significant Growth Optionality

    Not for Distribution or Release in the United States Long-term Assets With Significant Growth Optionality Flexibility to respond to changes in demand for spodumene concentrate and lithium hydroxide For personal use only Expansion Potential at Greenbushes2 Low-cost brownfield growth opportunities wit

  21. Slide 21: IGO To Become a Unique Clean Energy Metals Investment

    Not for Distribution or Release in the United States IGO To Become a Unique Clean Energy Metals Investment Transformative acquisition to create a leading diversified clean energy metals company For personal use only Unique Investment Proposition Globally Mineral Pilbara Ganfeng Albemarle SQM Tianqi

  22. Slide 22: Well-timed Investment in the Lithium Cycle

    Not for Distribution or Release in the United States Well-timed Investment in the Lithium Cycle IGO transacting at a favourable point in the lithium cycle, with robust long term fundamentals For personal use only Electric Vehicle Sales by Drivetrain1,2 Spodumene Concentrate Price Outlook (Thousand U

  23. Slide 23: Partnering with Tianqi: a Tier 1 Lithium Industry Leader

    Not for Distribution or Release in the United States Partnering with Tianqi: a Tier 1 Lithium Industry Leader We believe the deal is a “win win” - underpinning Tianqi refinancing plan and catapulting IGO into lithium For personal use only Tianqi is a Vertically Integrated Lithium Industry Leader Wor

  24. Slide 24: Expected to Generate Significant Shareholder Value

    Not for Distribution or Release in the United States Expected to Generate Significant Shareholder Value Value delivered through accretive transaction For personal use only Trading Multiples EV / EBITDA1 Net Asset Value Contribution Global lithium players have relatively elevated multiples given: 36.

  25. Slide 25: Overview of Greenbushes, Kwinana & Lithium HoldCo

    Not for Distribution or Release in the United States For personal use only Overview of Greenbushes, Kwinana & Lithium HoldCo 25 Greenbushes Project

  26. Slide 26: Greenbushes

    Not for Distribution or Release in the United States Greenbushes Established business with a proven operating history and significant organic growth pipeline For personal use only Asset Overview (100% basis)1 Location A large producing, open pit mining and processing operation (including a crushing

  27. Slide 27: Greenbushes Processing Plants

    Not for Distribution or Release in the United States Greenbushes Processing Plants CGP2 expected to recommence production and ramp up in 2021 For personal use only Technical Grade Plant (“TGP”) Chemical Grade Plant (“CGP1”) Chemical Grade Plant (“CGP2”) Grade Produces low iron technical-grade concen

  28. Slide 28: Kwinana LiOH Refinery

    Not for Distribution or Release in the United States Kwinana LiOH Refinery Kwinana is a fully automated battery-grade lithium hydroxide processing plant For personal use only Kwinana Overview Kwinana Land Under Lease1  Battery-grade lithium hydroxide plant in the Kwinana Industrial Area of WA  Ful

  29. Slide 29: Kwinana Operational Overview

    Not for Distribution or Release in the United States Kwinana Operational Overview Train I is complete and expected to ramp-up by Q4 2022, Train II construction is 20 - 30% complete5 For personal use only Kwinana (100% basis)1 Train I Capacity 24ktpa lithium hydroxide Train II Capacity 24ktpa lithium

  30. Slide 30: Lithium HoldCo & Greenbushes Board Overview

    Not for Distribution or Release in the United States Lithium HoldCo & Greenbushes Board Overview A leading, fully integrated lithium chemicals business with deep market penetration For personal use only Lithium HoldCo Overview Greenbushes Board Overview  Lithium HoldCo is a UK-incorporated private

  31. Slide 31: Governance Structure

    Not for Distribution or Release in the United States Governance Structure IGO participation at Lithium HoldCo and Greenbushes Board, and Lithium HoldCo management For personal use only Lithium HoldCo Management Greenbushes JV Board Greenbushes Management Lithium HoldCo Board (overseen by Lithium Hol

  32. Slide 32: Equity Raising

    Not for Distribution or Release in the United States For personal use only Equity Raising Kwinana LiOH Plant 32

  33. Slide 33: Equity Raising Details

    Not for Distribution or Release in the United States Equity Raising Details Unique opportunity to participate in a compelling, transformational acquisition story For personal use only  ~A$766M equity raising consisting of: — An institutional placement to raise approximately A$446M; and — 1 for 8.5

  34. Slide 34: Equity Raising Timetable

    Not for Distribution or Release in the United States Equity Raising Timetable Accelerated raising structure maximises funding and deal certainty For personal use only Event Date Announcement of Equity Raising Wednesday, 9 December 2020 Placement and Institutional Entitlement Offer Opens Announcement

  35. Slide 35: IGO: The New Global Leader in Clean Energy Metals

    Not for Distribution or Release in the United States For personal use only IGO: THE NEW GLOBAL LEADER IN CLEAN ENERGY METALS Spodumene ore on Greenbushes conveyor 35

  36. Slide 36: IGO: The New Global Leader in Clean Energy Metals

    Not for Distribution or Release in the United States IGO: The New Global Leader in Clean Energy Metals Solidifies IGO’s position in clean energy metals with downstream exposure For personal use only Aligned with Strategy Transformative Compelling Value  Aligned with clean energy  Establishes IGO a

  37. Slide 37: Appendix A: Summary of Transaction Terms & Key Agreements

    Not for Distribution or Release in the United States For personal use only APPENDIX A: Summary of Transaction Terms & Key Agreements Nova processing circuit 37

  38. Slide 38: Investment Agreement - Conditions Precedent

    Not for Distribution or Release in the United States Investment Agreement - Conditions Precedent A number of conditions to be met before completion, expected in June 2021 quarter For personal use only Condition Precedent Summary  Prior to completion, Tianqi to complete an internal restructure to re

  39. Slide 39: Investment Agreement

    Not for Distribution or Release in the United States Investment Agreement Summary of Transaction Terms For personal use only  IGO to acquire a 49% stake in Lithium HoldCo through a subscription for new shares Transaction  Lithium HoldCo owns a 51% stake in Greenbushes, a hard rock lithium mine and

  40. Slide 40: Lithium HoldCo Governance and Shareholders Agreement

    Not for Distribution or Release in the United States Lithium HoldCo Governance and Shareholders Agreement Structure designed to protect minority shareholder rights For personal use only Composition of Board  Lithium HoldCo board to comprise 5 directors and Management — 2 nominees appointed by IGO —

  41. Slide 41: Lithium HoldCo Governance and Shareholders Agreement

    Not for Distribution or Release in the United States Lithium HoldCo Governance and Shareholders Agreement Multiple protection mechanisms in place For personal use only Strategy, business plans  Tianqi and IGO have agreed a set of strategic objectives for the Lithium HoldCo business – these are shar

  42. Slide 42: Lithium HoldCo Governance and Shareholders Agreement

    Not for Distribution or Release in the United States Lithium HoldCo Governance and Shareholders Agreement Multiple protection mechanisms in place For personal use only Related party  Related party transactions will require Lithium HoldCo Board approval with any conflicted Board members prevented fr

  43. Slide 43: Appendix B: Balance Sheet Impact

    Not for Distribution or Release in the United States For personal use only APPENDIX B: Balance Sheet Impact Trucks at Greenbushes operation 43

  44. Slide 44: IGO Pro-Forma Capitalisation

    Not for Distribution or Release in the United States IGO Pro-Forma Capitalisation Post transaction, IGO will have pro-forma market capitalisation of A$3,776M and modest net debt of A$676M For personal use only A$M IGO Standalone Transaction Adjustments IGO Pro-forma Share Price 5.095 4.60 4.99 (x) S

  45. Slide 45: Appendix C: Supplementary Information on Greenbushes & Kwinana

    Not for Distribution or Release in the United States For personal use only APPENDIX C: Supplementary Information on Greenbushes & Kwinana Nova processing circuit 45

  46. Slide 46: Greenbushes Mining

    Not for Distribution or Release in the United States Greenbushes Mining Simple open pit mining operation in IGO’s backyard For personal use only Mining Key Operating Statistics (100% basis)1,2  Simple open pit mining operation located in an established mining area 3.5 3.00% Ore mined (mt) Mined gra

  47. Slide 47: Greenbushes Processing

    Not for Distribution or Release in the United States Greenbushes Processing Three established plants produce chemical and technical grade spodumene concentrate For personal use only Processing Production Breakdown by Product (kt) (100% basis)1,2  Greenbushes has three processing plants: two produci

  48. Slide 48: Greenbushes Growth - Expansions

    Not for Distribution or Release in the United States Greenbushes Growth - Expansions Significant expansion capacity to increase annual chemical grade concentrate production For personal use only Expansion Plans (100% basis) Growth Sustaining Potential Production capex Grade capex commissioning2 capa

  49. Slide 49: Greenbushes Key Metrics

    Not for Distribution or Release in the United States Greenbushes Key Metrics Greenbushes is a Tier 1 large-scale, low cost lithium asset in the Australian landscape For personal use only Lithium Spodumene Concentrate Produced1 Total Li2O Reserves and Additional Resources2 (kt CY19) (Mt) 1,350 Curren

  50. Slide 50: Greenbushes Benchmarking

    Not for Distribution or Release in the United States Greenbushes Benchmarking There are no peers in the Australian market with the same quality and scale For personal use only Key Operating Statistics (100% basis)1 Key Observations Pilgangoora Pilgangoora Greenbushes Mt. Marion Mt. Cattlin (Altura)

  51. Slide 51: Comparison to Wodgina & Mt Holland

    Not for Distribution or Release in the United States Comparison to Wodgina & Mt Holland Greenbushes is positioned favourably relative across a range of metrics For personal use only Greenbushes Wodgina Mt Holland Key factors at time of acquisition Acquisition announcement date 9 December 2020 1 Augu

  52. Slide 52: Kwinana Feedstock and Product

    Not for Distribution or Release in the United States Kwinana Feedstock and Product Approximately half of Lithium HoldCo’s chemical grade spodumene used for Kwinana LiOH For personal use only Illustrative Product Flows Summary ~6.3 units of chemical grade concentrate  1 unit of lithium hydroxide Gre

  53. Slide 53: Key Greenbushes & Kwinana Metrics

    Not for Distribution or Release in the United States Key Greenbushes & Kwinana Metrics Significant brownfields growth potential Greenbushes Spodumene Concentrates (100% basis) For personal use only Potential Incremental Grade Grade Remaining growth capex Sustaining capex commissioning1 capacity (ktp

  54. Slide 54: IGO Environmental and Social Governance

    Not for Distribution or Release in the United States IGO Environmental and Social Governance IGO’s focus remains on safeguarding the welfare of our people and protecting our communities For personal use only Detailed ESG framework in place at Greenbushes and Kwinana – IGO has not had to adapt its ap

  55. Slide 55: Appendix D: Key Risks

    Not for Distribution or Release in the United States For personal use only APPENDIX D: Key Risks Nova processing circuit 55

  56. Slide 56: Key Risks

    Not for Distribution or Release in the United States Key Risks Introduction For personal use only There are various risks associated with an investment in New Shares or IGO generally, as with any securities market investment. This section summarises the following key risks: • Risks specific to the P

  57. Slide 57: Key Risks

    Not for Distribution or Release in the United States Key Risks Tianqi Lithium Corporation has a significant amount of debt and is in the process of implementing a restructure of its liabilities. The funds from the Proposed Acquisition will be used principally to reduce Tianqi Lithium Corporation’s d

  58. Slide 58: Key Risks

    Not for Distribution or Release in the United States Key Risks (g) Specific risks associated with Greenbushes Lithium Mine For personal use only The specific risks associated with the Greenbushes Lithium Mine include: • Operational Uncertainties: As with mining and processing operations they are sub

  59. Slide 59: Key Risks

    Not for Distribution or Release in the United States Key Risks Risk specific to the Offer and an investment in Shares For personal use only (a) Investment in equity capital There are general risks associated with investments in equity capital. The trading price of IGO's shares on ASX may fluctuate w

  60. Slide 60: Key Risks

    Not for Distribution or Release in the United States Key Risks • a condition precedent to the Acquisition Agreement or Debt Mandate Documents is not capable of being satisfied within time; For personal use only • the S&P/ASX 200 Index being at a level that is 10% or more below the level of the index

  61. Slide 61: Key Risks

    Not for Distribution or Release in the United States Key Risks (g) Payment of dividends For personal use only The payment of dividends (if any) by IGO will be determined by the Board from time to time at its discretion, and will be dependent upon factors including the profitability, cash flow and ca

  62. Slide 62: Key Risks

    Not for Distribution or Release in the United States Key Risks This Presentation contains estimates in respect of the production and AISC costs for the Greenbushes Lithium Mine and Kwinana Lithium Hydroxide Plant, and IGO as a whole, for the periods specifically referred to alongside those productio

  63. Slide 63: Key Risks

    Not for Distribution or Release in the United States Key Risks (o) Replacement of reserves and exploration activity For personal use only IGO must continually replace reserves depleted by production to maintain production levels over the long term. Reserves can be replaced by expanding known mineral

  64. Slide 64: Key Risks

    Not for Distribution or Release in the United States Key Risks In the ordinary course of business, mining companies are required to seek governmental permits for exploration, expansion of existing operations or for the commencement of new operations. The duration and success for permitting efforts a

  65. Slide 65: Key Risks

    Not for Distribution or Release in the United States Key Risks IGO is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase its cost of doing business or affect its op

  66. Slide 66: Key Risks

    Not for Distribution or Release in the United States Key Risks (gg) Debt and equity funding For personal use only IGO's continued ability to operate its business and effectively implement its business plan over time will depend in part on its ability to raise additional funds for future operations a

  67. Slide 67: Appendix E: International Offer Restrictions

    Not for Distribution or Release in the United States For personal use only APPENDIX E: International Offer Restrictions Nova processing circuit 67

  68. Slide 68: International Offer Restrictions

    Not for Distribution or Release in the United States For personal use only International Offer Restrictions This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distr

  69. Slide 69: International Offer Restrictions

    Not for Distribution or Release in the United States For personal use only International Offer Restrictions Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor h

  70. Slide 70: International Offer Restrictions

    Not for Distribution or Release in the United States For personal use only International Offer Restrictions Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Sing

  71. Slide 71: For personal use only

    Not for Distribution or Release in the United States For personal use only

IGO — Merger or Acquisition (December 2020) on 6ix