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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-K

_______________________________________________________________________


☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2023~~2024


☐			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 001-38694

__________________________________________________________________________

ARCADIUM LITHIUM PLC

__________________________________________________________________________

Bailiwick of Jersey	~~98-1737136~~	98-1737136
(State or other jurisdiction ofincorporation or organization)	~~(I.R.S. EmployerIdentification No.)~~	(I.R.S. EmployerIdentification No.)
Suite 12, Gateway Hub
1818 Market Street		Suite 12, Gateway Hub
Shannon Airport House
Suite 2550		Shannon Airport House
Shannon, Co. Clare
Philadelphia, PA		Shannon, Co. Clare
Ireland	V14 E370
United States		Ireland
(Address of principal executive offices)	(Zip Code)
19103		V14 E370
(Address of principal executive offices) (Zip Code)
215-299-5900		353-1-6875238
(Registrant’s telephone number, including area code)

Registrant’s telephone number, including area code: 353-1-6875238

__________________________________________________________________________

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


Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Ordinary Shares, $1.00 par value per share	ALTM	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 ☒ No ☐

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 ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is 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.

☐

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Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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. Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting ~~stock~~shares held by non-affiliates of the registrant as of June 30, ~~2023~~2024, the last day of the registrant’s second fiscal quarter, was $43,~~896~~608,~~548~~469,~~501~~742. The market value of voting ~~stock~~shares held by non-affiliates excludes the value of those shares held by executive officers and directors of the registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of ~~common~~ordinary ~~stock~~shares, as of the latest practicable date.

Class						~~January~~February 3125, ~~2024~~2025
Ordinary Shares, par value $1.00 per share						1,~~074~~076,~~397~~858,~~786~~925

DOCUMENTS INCORPORATED BY REFERENCE




Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant's annual meeting of shareholders or on an amendment on Form 10-K/A are incorporated by reference in Part III.

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Arcadium Lithium plc

~~2023~~2024 Form 10-K

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			Page
Glossary			4
PART I
Item 1. Business			7
Item 1A. Risk Factors			2523
Item 1B. Unresolved Staff Comments			4750
Item 1C. Cybersecurity			4750
Item 2. Properties			4852
Item 3. Legal Proceedings			8994
Item 4. Mine Safety Disclosures			8994
Item 4A. Information About Our Executive Officers			9094
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			91
Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities			95
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			9296
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			~~102~~110
Item 8. Financial Statements and Supplementary Data			~~103~~111
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			~~147~~165
Item 9A. Controls and Procedures			~~147~~165
Item 9B. Other Information			~~147~~165
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections			~~147~~165
PART III
Item 10. Directors, Executive Officers and Corporate Governance			~~148~~166
Item 11. Executive Compensation			~~148~~166
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			148
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters			166
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~148~~166
Item 14. Principal Accountant Fees and Services			~~149~~167
PART IV
Item 15. Exhibits and Financial Statement Schedules			~~149~~167
Item 16. Form 10-K Summary			~~151~~169
Signatures			~~152~~170

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Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:

2025 Notes			$245.75 million principal amount 4.125% Convertible Senior Notes due 2025
Allkem			Allkem ~~Limited~~Pty Ltd, ana ~~Australian~~proprietary ~~public~~ company limited by shares, incorporated in Australia and a wholly owned subsidiary of Arcadium beginning in 2024, previously known as Allkem Limited, a public company limited by shares and converted from a public to a proprietary limited company on March 6, 2024
Allkem Livent Merger			The combination of Livent and Allkem in a merger of equals, stock-for-stock transaction pursuant to the Transaction Agreement. The transaction closed on January 4, 2024
Allkem Transaction Agreement			Transaction Agreement entered into on May 10, 2023 (as amended on August 2, 2023, November 5, 2023 and December 20, 2023), by and among Livent, Allkem, Arcadium, Merger Sub and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, providing for the Allkem Livent Merger
Allkem Livent Merger			The combination of Livent and Allkem in a stock-for-stock transaction pursuant to the Allkem Transaction Agreement. The transaction closed on January 4, 2024.
AOCL			Accumulated other comprehensive loss
ARO			Asset retirement obligation
Acquisition Date			January 4, 2024, the date the Allkem Livent Merger transaction closed
Arcadium or Arcadium Lithium			Arcadium Lithium plc, previously known as Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally incorporated as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey), the registrant
Arcadium, Arcadium Lithium, the "Company," "we," "us" or "our"			Arcadium Lithium plc, previously known as Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (originally incorporated as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey), the registrant
Arcadium Plan			Arcadium Lithium plc Omnibus Incentive Plan
ARO			Asset Retirement Obligation
ASC			Accounting Standards Codification, under U.S. GAAP
ASC 842			Accounting Standards Codification Topic 842 - Leases
ASC 321			Accounting Standards Codification Topic 321 - Investments - Equity Securities
ASC 323			Accounting Standards Codification Topic 323 - Investments - Equity Method and Joint Ventures
ASU			Accounting Standards Update, under U.S. GAAP
bgs			below ground surface
Brexit			The withdrawal of the United Kingdom from the European Union
Buyer			Rio Tinto BM Subsidiary Limited, a private limited company incorporated under the laws of England & Wales, a party to the Rio Tinto Transaction Agreement
CCAA			The Companies’ Creditors Arrangement Act
CCAA Court			The Superior Court of Québec where Nemaska Lithium, Nemaska Lithium Inc. and certain affiliates filed for creditor protection in Canada under the CCAA
CERCLA			Comprehensive Environmental Response, Compensation and Liability Act
CRA			Canada Revenue Agency
CSR			Corporate Social Responsibility
Credit Agreement			~~The~~As ~~Original~~amended, ~~Credit~~provides ~~Agreement,~~for asa ~~amended~~$500 million senior secured revolving credit facility
DE&I			Diversity, Equity & Inclusion
E&E			Exploration and evaluation
ETS			BloombergNEF’s Economic Transition Scenario, primarily driven by techno-economic trends and market forces, and assumes no new policies or regulations are enacted that impact the market, the ETS is in line with previous edition of the Long-Term Electric Vehicle Outlook report
ESG			Environmental, social and governance
ESM			ESM ILiAD, LLC, parent of ILiAD Technologies, LLC, both subsidiaries of EnergySource Materials, LLC
EURIBOR			Euro Interbank Offered Rate
Exchange Act			Securities and Exchange Act of 1934
Exchange Ratio			Pursuant to the Allkem Transaction Agreement, each share of Livent common stock, par value $0.001 per share, was converted into the right to receive 2.406 Arcadium Lithium ordinary shares
EV			Electric vehicle
FASB			Financial Accounting Standards Board
FinCo			Arcadium Lithium Financing IRL ~~Limited~~DAC, an Irish private company limited by shares that was formed in connection with the Allkem Livent Merger, a wholly owned subsidiary of Arcadium
FMC			FMC Corporation
GDP			Gross domestic product
HCM			Human Capital Management
IFRS			International Financial Reporting Standards
ILiAD			Integrated Lithium Adsorption Desorption
IPO			Initial public offering
IQ			Investissement Québec, a company established by the Government of Québec to favor investment in Québec by Québec-based and international companies
Irish IntermediateCo			Arcadium Lithium Intermediate IRL Limited, an Irish private company limited by shares that was formed in connection with the Allkem Livent Merger, a wholly owned subsidiary of Arcadium
IRMA			Initiative for Responsible Mining Assurance

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HCM			Human Capital Management
IFRS			International Financial Reporting Standards
ILiAD			Integrated Lithium Adsorption Desorption
IPO			Initial public offering
IQ			Investissement Québec, a company established by the Government of Québec to favor investment in Québec by Québec-based and international companies
Irish IntermediateCo			Arcadium Lithium Intermediate IRL Limited, an Irish private company limited by shares that was formed in connection with the Allkem Livent Merger, a wholly owned subsidiary of Arcadium
IRA			Inflation Reduction Act of 2022
ISSB			International Sustainability Standards Board, the standard-setting body established in 2021-2022 under the International Financial Reporting Standards Board Foundation
JBNQA			James Bay and Northern Québec Agreement
JEMSE			Jujuy Energia yMinera ~~Mineria~~ Sociedad del Estado, which owns 8.5% of SDJ
kMT			Thousand metric tons
LCE			Lithium carbonate equivalent
LFP			Lithium iron phosphate
Li2O			Lithium oxide
Livent			Livent Corporation, a Delaware corporation, a wholly owned subsidiary of Arcadium and Arcadium's predecessor
Livent NQSP			Livent Non-qualified Savings Plan
MdA			Minera del Altiplano SA, the local operating subsidiary in Argentina for the Fénix operations
Livent Plan			Livent Corporation Incentive Compensation and Stock Plan
MdA Holdings LLC			MdA Lithium Holdings LLC, a Delaware Limited Liability Company and wholly owned subsidiary of Arcadium, which owns 94.9% of MdA
MdA			Minera del Altiplano SA, our local operating subsidiary in Argentina
Merger Sub			Lightning-A Merger Sub, Inc., a Delaware corporation
MRNF			Ministère des Ressources naturelles et des Forêts
MT			Metric ton
Naraha Plant			Our lithium hydroxide manufacturing plant in Naraha, Japan, in which we have a 49% ownership interest and 75% economic interest through our investment in TLC, an unconsolidated affiliate accounted for under the equity method of accounting
Nemaska Lithium or NLI			Nemaska Lithium Inc., a non-public lithium company not yet in the production stage domiciled in Québec, Canada
Nemaska Lithium Project			Through our subsidiary, QLP, in which we own a 50% equity interest in NLI, we are developing the Nemaska Lithium Project, which will consist of the Whabouchi Mine and concentrator in the James Bay region of Québec and a lithium hydroxide conversion plant in Bécancour, Québec
NQSP			Arcadium Non-Qualified Savings Plan
Offering			On June 15, 2021, Livent closed on the issuance of 14,950,000 shares of its common stock, par value $0.001 per share, at a public offering price of $17.50 per share, in an underwritten public offering, total net proceeds from the offering were $252.2 million, after deducting underwriters' fees and offering expenses payable by the Livent
Olaroz Plant			Our lithium extraction and manufacturing plant in Jujuy, Argentina, in which we own a 66.5% indirect equity interest through our subsidiaries SDJ Pte and SDJ
OM&M			Operation, maintenance and monitoring of site environmental remediation
Original Credit Agreement			On September 18, 2018, Livent Corporation entered into the credit agreement, which provides for a $400 million senior secured revolving credit facility
Orion			Orion Mine Finance
Parent			Rio Tinto Western Holdings Limited, a private limited company incorporated under the laws of England & Wales, a party to the Rio Tinto Transaction Agreement along with Buyer and Arcadium
ppm			parts per million
PRSU			Performance-based restricted ~~stock~~share unit
QC/QA procedures			Quality control and quality assurance procedures
QLP			Québec Lithium Partners (UK) Limited, a wholly owned subsidiary of Arcadium, which owns a 50% equity interest in the Nemaska Lithium Project
QLP Merger			On June 6, 2022, Livent closed on the Transaction Agreement and Plan of Merger with The Pallinghurst Group to provide Livent with a 50% equity interest in Nemaska Lithium, Livent issued 17,500,000 shares of its common stock to acquire the remaining 50% share of Québec Lithium Partners (UK) Limited, previously owned by The Pallinghurst Group and certain of its investors
QLP Note			On December 1, 2020, QLP was assigned a deferred payment note, dated November 26, 2020, by Nemaska Lithium Shawinigan Transformation Inc. in favor of OMF (Cayman) Co-VII Ltd., with initial principal amount of $12.5 million
QP			Qualified Person as defined in Item 1300 under subpart 1300 of Regulation S-K
RCRA			Resource Conservation and Recovery Act
REACH			Registration, Evaluation, Authorization and Restriction of Chemicals
REMSA			Recursos Energeticos y Mineros Salta, S.A., local natural-gas sub-distributor in Argentina
Revolving Credit Facility			Livent's $500 million senior secured revolving credit facility, amended and restated on September 1, 2022
ROU			Right-of-use
RSU			Restricted stock unit
SdHM			Salar del Hombre Muerto, in Catamarca Province, Argentina
SDJ			Sales de Jujuy S.A., Allkem's 66.5% indirectly owned operating subsidiary in Argentina which operates the Olaroz project
SEC			Securities and Exchange Commission

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QLP Note			On December 1, 2020, QLP was assigned a deferred payment note, dated November 26, 2020, by Nemaska Lithium Shawinigan Transformation Inc. in favor of OMF (Cayman) Co-VII Ltd., with initial principal amount of $12.5 million
QP			Qualified Person as defined in Item 1300 under subpart 1300 of Regulation S-K
RCRA			Resource Conservation and Recovery Act
REACH			Registration, Evaluation, Authorization and Restriction of Chemicals
REMSA			Recursos Energeticos y Mineros Salta, S.A., local natural-gas sub-distributor in Argentina
Revolving Credit Facility			Arcadium's $500 million senior secured revolving credit facility, as provided by the Credit Agreement
Rio Tinto			Parent and Buyer, collectively Rio Tinto plc
Rio Tinto Transaction			Acquisition of all of the outstanding ordinary shares of Arcadium (including those represented by CDIs) by Rio Tinto for cash equal to $5.85 per Arcadium ordinary share as provided by the Rio Tinto Transaction Agreement, currently expected to close shortly after the sanction hearing for the Royal Court of Jersey set on March 5, 2025, subject to satisfaction of closing conditions.
Rio Tinto Transaction Agreement			Transaction Agreement entered into on October 9, 2024, by and among Parent, Buyer and Arcadium, providing for the Rio Tinto Transaction
ROU			Right-of-use
RVO			Approval and Vesting Order
RSU			Restricted share unit
SdHM			Salar del Hombre Muerto, in Catamarca Province, Argentina
SDJ Pte			Sales de Jujuy Pte Ltd, Allkem's 72.68% owned subsidiary in Singapore which owns 91.5% of SDJ
SDJ			Sales de Jujuy S.A., Allkem's 66.5% indirectly owned operating subsidiary in Argentina which operates the Olaroz Plant
SDV			Galaxy Lithium (SAL DE VIDA) S.A., Allkem's 100% indirectly owned subsidiary in Argentina which is developing a lithium extraction and manufacturing facility in the Salar del Hombre Muerto, the Sal de Vida Project
SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933
Separation			On October 15, 2018, Livent Corporation completed the IPO and sold 20 million shares of Livent common stock to the public at a price of $17.00 per share
SOFR			Secured Overnight Financing Rate
TCA			UK-EU Trade and Cooperation Agreement
TCFD			Task Force for Climate-Related Financial Disclosures
TLC			Toyotsu Lithium Corporation
TLP			Toyotsu Lithium Pte Ltd, a subsidiary of TTC with a 27.32% ownership in SDJ Pte
TMA			Tax Matters Agreement
Transaction Agreement			Transaction Agreement entered into on May 10, 2023 (as amended on August 2, 2023, November 5, 2023 and December 20, 2023), by and among Livent, Allkem, Arcadium, Merger Sub and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, providing for the Allkem Livent Merger
TSR			Total Shareholder Return
TTC			Toyota Tsusho Corporation
U.S. GAAP			United States Generally Accepted Accounting Principles
VAT			Value-added tax

Note Regarding Industry and Market Data

Information regarding market and industry statistics contained in this Annual Report has been obtained from industry and other publications that we believe to be reliable, but that are not produced for purposes of securities filings. We have not independently verified any market, industry or similar data presented in this Annual Report and cannot assure you of its accuracy or completeness. Further, we have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from third-party sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. As a result, investors should not place undue reliance on any such forecasts and other forward-looking information.

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PART I

ITEM 1. BUSINESS

Pending Rio Tinto Transaction

On October 9, 2024, Arcadium Lithium entered into the Transaction Agreement (the "Rio Tinto Transaction Agreement") with Rio Tinto Western Holdings Limited, a private limited company incorporated under the laws of England & Wales ("Parent"), and Rio Tinto BM Subsidiary Limited, a private limited company incorporated under the laws of England & Wales ("Buyer").

The Rio Tinto Transaction Agreement provides that pursuant to a scheme of arrangement (the "Scheme") under the Companies (Jersey) Law 1991, at the effective time of the Scheme, all of the ordinary shares, par value $1.00 per share, of the Company (the "Company Shares"), including the Company Shares represented by CHESS depositary interests issued by the Company and listed on the securities exchange operated by ASX Limited, then outstanding will be transferred from the shareholders of the Company to Buyer (or an affiliate of Buyer) in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share (the "Rio Tinto Transaction").

If the Rio Tinto Transaction is consummated, the Company’s ordinary shares will be delisted from the New York Stock Exchange and the Company’s registration under the Exchange Act of 1934, as amended, will be terminated as promptly as practicable after the effective time of the Rio Tinto Transaction, and the quotation on the Australian Securities Exchange Ltd of the CHESS depositary interests issued by the Company will be suspended immediately prior to the effective time of the Rio Tinto Transaction.

The closing of the Rio Tinto Transaction is subject to customary closing conditions under the Rio Tinto Transaction Agreement, including, among others: the approval of the Scheme by the Company’s shareholders (which has been obtained); all applicable governmental consents under specified antitrust and investment screening laws having been obtained and remaining in full force and effect and all applicable waiting periods having expired, lapsed or been terminated (as applicable) (which consents have been obtained and applicable waiting periods expired); no governmental entity of a competent jurisdiction having issued any order that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Rio Tinto Transaction and no governmental entity having jurisdiction over any party having adopted any law that is in effect and makes consummation of the Rio Tinto Transaction illegal or otherwise prohibited; the representations and warranties of each of the Company and Parent being true and correct to the extent required by, and subject to the applicable materiality standards set forth in, the Rio Tinto Transaction Agreement; each of the Company, Parent and Buyer having in all material respects performed the obligations and complied with the covenants required to be performed or complied with by it under the Rio Tinto Transaction Agreement; and there having been no material adverse effect (as defined in the Rio Tinto Transaction Agreement). The timing surrounding whether these conditions will be satisfied or waived, if at all, is uncertain. Additionally, other events could intervene to delay or result in the failure to close the Rio Tinto Transaction. The Rio Tinto Transaction is currently expected to close shortly after the sanction hearing for the Royal Court of Jersey set on March 5, 2025, subject to satisfaction of the closing conditions.

If the Rio Tinto Transaction has not closed by October 9, 2025 (subject to extension until April 9, 2026 in order to obtain antitrust or investment screening law or other regulatory approvals), either the Company or Parent may choose to terminate the Rio Tinto Transaction Agreement. The Rio Tinto Transaction Agreement provides that, if the Rio Tinto Transaction Agreement is terminated, the Company will pay a $200 million termination fee to Rio Tinto in the case of certain events described in the Rio Tinto Transaction Agreement, including if the Rio Tinto Transaction Agreement is terminated in certain circumstances and the Company enters into an agreement for an alternative transaction within twelve months of such termination. However, this right to terminate the Rio Tinto Transaction Agreement will not be available to the Company or Parent if such party has materially breached the Rio Tinto Transaction Agreement and the breach is the principal cause of the failure of the closing to have occurred prior to such date. The Company or Parent may elect to terminate the Rio Tinto Transaction Agreement in certain other circumstances, and the Company and Parent can mutually decide to terminate the Rio Tinto Transaction Agreement at any time prior to the closing.

The Company expects to incur total transaction costs of approximately $129 million if the Rio Tinto Transaction closes, $23.2 million of which have been expensed and accrued in the Company's consolidated statement of operations and balance sheet for the year ended and as of December 31, 2024, respectively.

The foregoing summary of the Rio Tinto Transaction Agreement and the Rio Tinto Transaction contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Rio Tinto Transaction Agreement, a copy of which is filed as Exhibit 2.5 to this Form 10-K.

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Merger of Allkem and Livent

On January 4, 2024, Arcadium Lithium plc ("Arcadium Lithium") completed the previously announced transactions (collectively, the "Allkem Livent Merger") contemplated by the Transaction Agreement, dated as of May 10, 2023, as amended on August 2, 2023, November 5, 2023, and December 20, 2023 (as amended, the "Transaction Agreement"), by and among Livent Corporation, a Delaware corporation ("Livent"), Allkem Limited, an Australian public company limited by shares ("Allkem"), Arcadium Lithium, Lightning-A Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland ("Irish IntermediateCo"). The transaction was consummated by way of (a) a scheme of arrangement under Australian law (the "scheme"), pursuant to which each issued, fully paid ordinary share of Allkem held by Allkem shareholders was exchanged for (i) where the Allkem shareholder did not elect to receive ordinary shares, par value $1.00 per share, of Arcadium Lithium (each, an "Arcadium Lithium Share"), one Arcadium Lithium CHESS Depositary Instrument (a "CDI") quoted on the Australian Stock Exchange, each CDI representing a beneficial ownership interest in one Arcadium Lithium Share and (ii) where the Allkem shareholder elected to receive Arcadium Lithium Shares, one Arcadium Lithium Share, with Allkem becoming a wholly owned subsidiary of Arcadium Lithium and (b) a merger, whereby Merger Sub, a wholly owned subsidiary of Irish IntermediateCo (a direct wholly owned subsidiary of Arcadium Lithium) merged with and into Livent, with Livent surviving the Allkem Livent Merger as an indirect wholly owned subsidiary of Arcadium Lithium, and pursuant to which each share of Livent common stock, par value $0.001 per share (each, a "Livent Share"), was converted into the right to receive 2.406 Arcadium Lithium Shares, and such Arcadium Lithium Shares were issued at the effective time of the Allkem Livent Merger. Arcadium is the successor registrant to Livent pursuant to Rule 12g-3(a) under the Exchange Act.

On January 4, 2024, Arcadium Lithium's shares started trading on the New York Stock Exchange under the trading symbol ALTM.

In this Annual Report on Form 10-K, ~~since~~the ~~Livent~~results isof the ~~predecessor~~Company toas of December 31, 2024 and for the year ended December 31, 2024 include the financial position and operations of Allkem. Because Arcadium Lithium plc is the successor company to Livent in the Allkem Livent Merger, we are presenting the results of predecessor Livent’s operations ~~for~~as ~~the~~of ~~years ended~~ December 31, 2023, ~~2022~~ and ~~2021~~for ~~and~~the asyears ofended December 31, 2023 and 2022., ~~The~~which ~~financial statements of Livent presented in this Annual Report on Form 10-K~~ do not include the financial position or operations of Allkem. ~~since~~Refer ~~the~~to ~~Allkem~~Note ~~Livent~~4 ~~Merger~~for ~~occurred~~further ~~subsequent~~information related to the ~~end~~Allkem ofLivent ~~the reporting period~~Merger. ~~See Note 2 for more information.~~

Throughout this Annual Report on Form 10-K, except where otherwise stated or indicated by the context, "Arcadium", "Arcadium Lithium", the "Company", "we," "us," or "our" means Arcadium Lithium plc and its consolidated subsidiaries and when referring to the operations of our predecessor, to Livent and its consolidated subsidiaries. Copies of the annual, quarterly and current reports we file with or furnish to the Securities and Exchange Commission ("SEC"), and any amendments to those reports, are available free of charge on our website at www.arcadiumlithium.com as soon as reasonably practicable after we file such materials with, or furnish them to, the SEC. We also make available, free of charge on our website, the reports filed with the SEC by our officers, directors and 10% stockholders pursuant to Section 16 under the Exchange Act as soon as reasonably practicable after copies of those filings are provided to us by those persons. The SEC also maintains a website, at www.sec.gov, that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically. The information contained on, or that can be accessed through, our website is not a part of or incorporated by reference in this Annual Report on Form 10-K.

General

Arcadium Lithium, whose business is the result of the Allkem Livent Merger, is a leading global lithium chemicals producer with a diversified product offering and ~~enhanced~~ business-critical scale, including a presence in three major lithium geographies (i.e., the South American "lithium triangle," Western Australia and Canada) and a lithium deposit base that is among the largest in the world.

Livent, a Delaware corporation formed in 2018, is the predecessor of Arcadium Lithium and is now a wholly owned subsidiary of Arcadium Lithium. Livent is a pure-play, fully integrated lithium company, with a long, proven history of producing performance lithium compounds. Livent's primary products, namely battery-grade lithium hydroxide, lithium carbonate, butyllithium and high purity lithium metal are critical inputs used in various performance applications.

Allkem, which subsequent to the Allkem Livent Merger is a wholly owned subsidiary of Arcadium Lithium, is a lithium company with a global portfolio of lithium chemical and spodumene concentrate operations and projects. Its portfolio includes lithium brine operations and development projects in Argentina, a hard rock lithium operation in Australia, a hard rock development project in Québec, and a lithium hydroxide conversion facility in Japan.

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We ~~expect~~have tobenefited ~~benefit~~ from the integration of Livent’s and Allkem’s complementary skillsets, including conventional brine extraction, direct lithium brine extraction, hard rock mining, chemical processing and production of battery grade and specialty lithium products. These capabilities ~~are~~have ~~expected~~assisted ~~to assist~~ Arcadium Lithium in streamlining its existing lithium production processes and optimizing the design of future developments. Through the integration of Livent's and Allkem's operations, Arcadium Lithium ~~will~~has ~~scale~~scaled its exposure to upstream and downstream lithium operations, forming a more global and vertically integrated lithium chemicals producer.

We produce lithium compounds for use in applications that have specific and constantly changing performance requirements, including battery-grade lithium hydroxide and battery-grade lithium carbonate for use in high performance lithium-ion batteries. We believe the demand for our compounds will continue to grow as the electrification of transportation accelerates. We expect demand for our lithium hydroxide to increase as the use of high nickel content cathode materials increases in the next generation of battery technology products. Additionally, we expect to benefit from ~~additional~~strong ~~LFP~~lithium iron phosphate cathode demand, ~~which~~that ~~can~~predominantly ~~use~~uses lithium carbonate ~~or lithium hydroxide~~. We also supply butyllithium, which is used in the production of polymers and pharmaceutical products, as well as a range of specialty lithium compounds including high purity lithium metal, which is used in non-rechargeable batteries and in the production of lightweight materials for aerospace applications. It is in these applications that we have established a differentiated position in the market through our ability to consistently produce and deliver performance lithium compounds.

Arcadium Lithium Strategy

We believe that growth in EV sales will drive significant growth in demand for performance lithium compounds and that we are well positioned to benefit from this trend due to our leading position, long-standing customer relationships and favorable sustainability profile. We view sustainability as central to our mission and a key consideration in all of our investment and operational decisions.

To fully capitalize on our growth opportunities, our strategy will involve investing in our assets, our technology capabilities and our people to ensure we can continue to meet our customers’ growing demands, as well as our broader commitments to other key stakeholders, including investors, employees, regulators and our local communities.

~~As a result of the Allkem Livent Merger,~~ Arcadium Lithium has a large and complementary asset footprint with a presence in key lithium regions. We expect that our increased economies of scale and asset base infrom legacy Livent's and Allkem's geographically adjacent asset portfolios in Argentina and North America will enable us to enhance production and project execution efficiency. Our lithium chemical manufacturing facilities are located in close proximity to key lithium customers, enabling us to deliver our range of lithium performance chemicals to meet the growing demand of those customers.

Expand our Production Capacities

We remain focused on expanding our lithium carbonate and lithium hydroxide capacities. ~~Arcadium~~and ~~Lithium~~are iscurrently ~~expected~~prioritizing tothe ~~grow~~development ~~volumes~~of ~~during~~Nemaska ~~2024~~Lithium asand aSal ~~result~~de ofVida. ~~previous~~In ~~multi-year~~response ~~expansionary~~to ~~investments;~~recent ~~however,~~lithium ~~in light of current~~ market conditions, the Company ~~expects~~decided to ~~lower~~defer ~~near-term~~or ~~capital~~slow ~~spending~~down ~~commitments~~development asfor itsome ~~evaluates ways to optimize and de-risk the growth pipelines~~ of ~~legacy~~its ~~Livent~~expansion ~~and~~projects. ~~Allkem~~The ~~while~~Company still ~~delivering~~sees ~~additional volumes within the timeframes needed by customers. As~~ a strong long-term ~~goal,~~growth wetrajectory ~~aim~~for tolithium ~~increase~~demand ~~lithium~~and ~~carbonate~~is ~~capacity~~committed into ~~multiple~~developing ~~phases~~its toportfolio ~~100,000~~of ~~metric~~expansion ~~tons~~opportunities aton ~~the~~a ~~Salar~~timeline ~~del~~that ~~Hombre~~is ~~Muerto~~supported by the ~~end~~market ofand ~~the~~its ~~decade~~customers.

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AsNemaska ~~planned~~Lithium, ~~our~~in ~~lithium~~which ~~hydroxide~~we ~~expansion~~currently ~~project~~have ata ~~Bessemer~~50% ~~City~~ownership interest, ~~North~~is ~~Carolina~~a ~~was~~fully ~~mechanically~~integrated ~~completed~~development byproject ~~the~~in ~~end~~Québec, ofCanada ~~2022~~with a spodumene mine and concentrator in Whabouchi feeding into a new lithium hydroxide facility in Bécancour. Construction continues to progress. We ~~also~~expect ~~completed~~to ancontinue ~~additional~~to 15lend our expertise to Nemaska Lithium,~~000~~ ~~metric~~including ~~tons~~technical ofsupport ~~lithium~~to ~~hydroxide~~progress ~~capacity~~the atproject aand ~~new~~provide ~~site~~assistance inwith the ~~province~~development of ~~Zhejiang~~an appropriate technical and commercial strategy, ~~China~~given ~~around~~our ~~the~~experience ~~end~~in ofqualifying ~~2023~~and selling battery grade lithium products globally.

~~Nemaska Lithium~~Additionally, inArcadium ~~which~~Lithium wehas ~~currently~~adjusted ~~have~~the asequencing ~~50%~~of ~~ownership~~its ~~interest,~~combined ~~is a fully integrated development project in Québec~~25,000 ~~Canada~~metric ~~which~~ton ~~envisions~~lithium acarbonate ~~spodumene~~projects ~~mine~~at ~~and~~the ~~concentrator~~Salar indel ~~Whabouchi~~Hombre ~~feeding~~Muerto ~~into a new lithium hydroxide facility~~ in ~~Bécancour~~Argentina. ~~The~~Rather ~~Bécancour~~than ~~facility~~execute isFénix ~~currently~~Phase in1B ~~early~~and ~~stage~~Sal ~~construction.~~de WeVida ~~expect~~Stage to1 ~~continue~~simultaneously toas ~~lend~~previously ~~our expertise to Nemaska Lithium~~announced, ~~including~~the ~~technical~~projects ~~support~~will tonow ~~progress~~be ~~the~~completed ~~project~~sequentially ~~and provide assistance~~ with ~~the~~Sal ~~development~~de ofVida anStage ~~appropriate~~1 ~~technical~~expected ~~and~~to ~~commercial~~be ~~strategy,~~finished ~~given our experience in qualifying and selling battery grade lithium products globally~~first.

WeAs ~~will~~part ~~also~~of ~~continue~~the toongoing ~~evaluate~~production ~~our~~start-up ~~butyllithium~~at ~~capacity~~Olaroz ~~regionally~~Stage ~~and add capacity as demand continues to increase. For high purity lithium metal~~2, wea ~~are evaluating expansion opportunities~~25,000 ~~including~~metric ~~expansion~~ton of lithium ~~chloride~~carbonate asexpansion ain ~~feedstock~~Argentina, tothe ~~align~~Company ~~with~~is evaluating the potential ~~increase~~need ~~in demand~~ for ~~lithium~~further ~~metal~~capital asin ~~customers~~order ~~develop~~to ~~next~~address ~~generation~~production ~~battery~~quality ~~technologies.~~and ~~This~~reliability ~~includes~~while ~~opportunities~~scaling ~~for~~to ~~our~~nameplate ~~proprietary LIOVIX® lithium metal product~~capacity.

AsArcadium aLithium ~~result~~is ofpausing ~~the~~investment ~~Allkem Livent Merger, we expect that the complementary expertise of Livent and Allkem~~ in ~~hard~~its rock mining and conventional and direct lithium extraction-based processes will enable us to accelerate and reduce the risk of developing our pipeline of advanced and complementary growth projects. Allkem's operating mineral extraction facilities acquired in the Allkem Livent Merger include the Mt Cattlin hard rock facility in Western Australia40,000 ~~the~~metric ~~Olaroz~~ton ~~brine and~~ lithium carbonate ~~facility~~equivalent in("LCE") ~~Jujuy,~~spodumene ~~Argentina~~Galaxy ~~and~~project ~~an interest~~ in aCanada ~~lithium~~(formerly ~~hydroxide~~"James ~~conversion facility in Japan~~Bay"). ~~Allkem's~~The ~~mineral~~pause ~~development projects acquired~~ in ~~the~~spending ~~Allkem~~is ~~Livent~~structured ~~Merger~~to ~~include~~minimize ~~the~~both ~~Sal~~cost ~~de Vida~~ and ~~Cauchari~~timing ~~brine~~disruption ~~and~~when ~~lithium carbonate projects in Catamarca and Jujuy, Argentina, respectively, and~~ the ~~James Bay hard rock~~ project inis ~~Québec,~~ultimately ~~Canada~~resumed. ~~Further information about our mineral properties may be found under Item 2, Mineral Properties.~~

We will continue to evaluate our butyllithium capacity regionally and add capacity as demand continues to increase. For high purity lithium metal, we are evaluating expansion opportunities, including expansion of lithium chloride as a feedstock, to align with the potential increase in demand for lithium metal as customers develop next generation battery technologies. As part of this strategy, on August 2, 2024, Arcadium announced it acquired the lithium metal division of Li-Metal Corp. The all-cash $11 million USD transaction includes the intellectual property and physical assets related to lithium metal production, including a pilot production facility in Ontario, Canada. Arcadium Lithium uses lithium metal to manufacture specialty products, including high purity lithium metal ("HPM") for primary battery applications and next-generation batteries, and LIOVIX®, a proprietary printable lithium metal formulation. Arcadium Lithium also processes lithium metal into butyllithium, as well as other lithium specialty chemicals used in medicine, agriculture, electronics and other industries.

As a result of the Allkem Livent Merger, the complementary expertise of Livent and Allkem in hard rock mining and conventional and direct lithium extraction-based processes has enabled us to reduce the risks associated with developing our pipeline of advanced and complementary growth projects. Allkem's operating mineral extraction facilities acquired in the Allkem Livent Merger include the Mt Cattlin hard rock facility in Western Australia, the Olaroz brine and lithium carbonate facility in Jujuy, Argentina and an interest in a lithium hydroxide conversion facility in Japan. Allkem's mineral development projects acquired in the Allkem Livent Merger include the Sal de Vida and Cauchari brine and lithium carbonate projects in Catamarca and Jujuy, Argentina, respectively, and the Galaxy hard rock project in Québec, Canada. Further information about our mineral properties may be found under Item 2, Mineral Properties.

Diversify our Sources of Supply

We continue to pursue additional sources of lithium, which may include further expansion in Argentina, increasing our 50% ownership stake in the Nemaska Lithium Inc. development project and assets, acquisition and development of new resources, entering into long-term agreements with other producers, or some combination thereof. We will continually assess new resources that offer the potential to provide alternative sources of lithium products and will look to invest in developing such resources where it makes sense to do so.

Expand our Applications and Process Technology Capabilities

Our market position today depends on our ability to consistently provide our customers with the products they need, in a sustainable and responsible manner. To maintain this position, we are continuously investing to improve our application, process and extraction technologies, on both existing and new potential resources, and to reduce our environmental footprint. As we work with our customers to understand their evolving lithium needs, we will focus on expanding our extraction and processing capabilities and our ability to adapt the properties of our products, whether chemical or physical, to meet those needs. This may require us to invest in and potentially acquire new capabilities, hire people or acquire new technical resources.

In ~~the fourth quarter of~~ 2023, awe ~~wholly~~acquired ~~owned subsidiary of Arcadium Lithium entered into an agreement to acquire~~ a minority stake in the parent company of ILiAD Technologies, LLC ("ILiAD Technologies") which is a subsidiary of EnergySource Minerals, LLC, a developer of lithium projects in the Salton Sea Known Geothermal Resource Area in California. ILiAD Technologies will seek to commercialize while continuing to develop its Integrated Lithium Adsorption Desorption ("ILiAD") technology platform.

In connection with this investment, Arcadium Lithium will have the right to license ILiAD technology for anticipated deployment at its lithium brine resources in Argentina and is evaluating opportunities for future production use across its portfolio. The ILiAD solution is complementary to Arcadium Lithium's proprietary process technologies and readily fits into the Company's existing plant designs. Additionally, ILiAD offers the potential for significant improvements in Arcadium Lithium's energy usage and carbon footprint as well as continued improvements in water use.

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Develop Next Generation Lithium Compounds

We believe that the evolution of battery technologies will lead to the adoption of lithium-based applications in the anode and electrolyte within the battery. This evolution will require new forms of lithium to be produced, such as new lithium metal powders or printable lithium products. We will continue to invest in our research and development efforts to help us create new products, such as LIOVIX®, and we will also invest with and partner with our customers to further their own research and development efforts.

Invest in Our People

Our business requires that we continue to hire, retain and engage research scientists, engineers and technical sales agents. We will continue to invest in our people through training and developing our employees to retain talent. We will look to continue to cultivate an inclusive and positive work environment that (i) creates and supports diversity; (ii) prioritizes equal opportunity and fairness in the Company’s management systems and practices; and (iii) fosters a sense of belonging for employees with diverse perspectives, backgrounds and expertise.

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and fairness in the Company’s management systems and practices; and (iii) fosters a sense of belonging for employees with diverse perspectives, backgrounds and expertise.

Focus on Sustainability

We believe lithium will continue to play an important role in enabling a cleaner, healthier, and more sustainable world, including the transition to a lower carbon future and the fight against climate change. Likewise, we believe that meeting the growing demand for lithium compounds must be balanced with considerations for responsible production across the spectrum of Environmental, Social and Governance ("ESG") issues and concerns. Our core values reflect this commitment to sustainability. We believe that operating in a safe, ethical, socially conscious and sustainable manner is important for our business.

As such, we intend to continue to better integrate ESG and sustainability considerations into our business, operations and investment decisions. In addition, we are determined to help set the standard in the lithium industry for sustainability, performance, transparency and independent validation. We believe that our ESG and sustainability efforts will continue to help us differentiate ourselves from competitors and help us develop and strengthen relationships with customers and other key stakeholders.

We encourage you to review ~~the~~our historical annual Sustainability Reports ~~of Livent and Allkem~~ (located at www.arcadiumlithium.com/sustainability) for more detailed information regarding our ESG programs and initiatives as well as sustainability goals. Nothing on our website, including Sustainability Reports or sections thereof, shall be deemed incorporated by reference into this Form 10-K.

Financial Information About Our Business

We operate as one reportable segment based on the commonalities among our products and services, the types of customers we serve and the manner in which we review and evaluate operating performance. As we earn a substantial amount of our revenues through the sale of lithium products, we have concluded that we have one operating segment for reporting purposes.

The financial statements contained herein are as of December 31, ~~2023~~2024 and ~~2022~~2023 and for the three years ended December 31, ~~2023~~2024, a period that isincludes periods prior to the date of the completion of the Allkem Livent Merger. Therefore, the financial statements and other information contained herein as of December 31, 2023 and for the years ended December 31, 2023 and 2022 relate to Livent (our predecessor) prior to giving effect to the Allkem Livent Merger, and therefore do not include the results of Allkem. ~~Our future periodic filings will reflect the results of Arcadium Lithium after giving effect to the Allkem Livent Merger from and after its completion date of January 4, 2024.~~

Business Overview

Our business, which following the consummation of the Allkem Livent Merger reflects the combined operations of Livent and Allkem, is a leading global lithium chemicals producer with a lithium deposit base that is among the largest in the world.

As a result of our focus on supplying performance lithium compounds for use in the rapidly growing EV and broader energy storage battery markets, we expect our revenue generated from lithium hydroxide and lithium carbonate, and from energy storage applications to increase over time. We also expect our revenue by geography to remain at similar proportions until supply chains further regionalize in North America and Europe. We intend to maintain our leadership positions in other high performance markets such as non-rechargeable batteries, greases, pharmaceuticals and polymers.

We believe that we have earned a reputation as a leading supplier in the markets we serve, based on the performance of our products in our customers’ production processes and our ability to provide application know-how and technical support. In the EV market, we are one of a small number of lithium suppliers whose battery-grade lithium hydroxide has been qualified by global customers for use in their cathode material production that is ultimately used in numerous global EV programs at scale. Throughout our history, as end market application technologies have evolved, we have worked closely with our customers to understand their changing performance requirements and have developed products to address their needs.

As a vertically integrated lithium producer, we benefit from operating some of the lowest cost lithium mineral deposits in the world that also have a favorable, industry leading sustainability footprint. Legacy Livent has been extracting lithium brine at its operations at the Salar del Hombre Muerto in Argentina for more than 25 years, and has been producing various lithium compounds for approximately 80 years. Our operational history provides us with a deep understanding of the process of extracting lithium compounds from brine safely and sustainably. We have developed proprietary process knowledge that enables us to produce high quality, low impurity lithium carbonate and lithium chloride, and helps us to produce industry leading quality downstream products. We source the majority of our lithium for use in the production of performance lithium compounds from these low cost operations in Argentina. Our operations in Argentina are expandable, giving us the ability to increase our lithium carbonate and lithium chloride production to meet increasing demand. We have the operational flexibility to procure lithium carbonate from third party suppliers as needed, allowing us to better manage our production requirements and produce more end-products for customers. Allkem also has a hard rock mining facility in Australia producing spodumene concentrate.

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Wecompounds ~~are~~for ~~one~~approximately of80 ayears. ~~few~~Our ~~lithium~~operational ~~compound~~history ~~producers~~provides us with ~~global~~a ~~manufacturing~~deep ~~capabilities.~~understanding ~~The~~of ~~battery-grade~~the process of extracting lithium ~~hydroxide~~compounds infrom ~~the~~brine ~~U.S.~~safely and ~~China~~sustainably. We have developed proprietary process knowledge that weenables us to produce ~~today~~high ~~uses~~quality, low impurity lithium carbonate asand ~~feedstock.~~lithium Wechloride, ~~use~~and ~~lithium~~helps ~~chloride~~us to produce ~~lithium~~industry ~~metal,~~leading aquality ~~key~~downstream ~~feedstock~~products. inWe source the ~~production~~majority of ~~butyllithium~~our ~~products~~lithium for use in the ~~U.S.,~~production ~~the~~of ~~United~~performance ~~Kingdom~~lithium ~~and~~compounds ~~China,~~from asthese ~~well~~low ascost operations in Argentina. Our operations in Argentina are expandable, giving us the ~~production~~ability ofto ~~high~~increase ~~purity~~our lithium ~~metal~~carbonate inand ~~the~~lithium Uchloride production to meet increasing demand.S. We have ~~significant~~the ~~know-how~~operational ~~and~~flexibility ~~experience~~to inprocure lithium ~~hydroxide~~carbonate from third party suppliers as needed, ~~butyllithium~~allowing ~~and~~us ~~high~~to ~~purity~~better ~~lithium~~manage ~~metal~~our production ~~processes~~requirements and ~~product~~produce ~~applications,~~more ~~which~~end-products wefor ~~believe~~customers. ~~provide~~We usalso ~~with~~have a ~~competitive~~hard ~~advantage~~rock mining facility in ~~these~~Australia ~~markets~~producing spodumene concentrate.

AsWe aare ~~result~~one of ~~the~~a ~~Allkem~~few ~~Livent~~lithium ~~Merger,~~compound ~~Arcadium~~producers ~~Lithium~~with isglobal ~~expected~~manufacturing tocapabilities. ~~have~~The ~~enhanced~~battery-grade ~~business~~lithium ~~critical~~hydroxide ~~scale~~in the U.S., aChina ~~more~~and ~~resilient~~Japan ~~supply~~that ~~chain,~~we ~~enhanced~~produce ~~operational~~today ~~flexibility~~uses ~~and~~lithium ~~greater~~carbonate ~~capacity~~as feedstock. We use lithium chloride to ~~meet~~produce ~~customer~~lithium ~~demand~~metal, ~~through~~a key feedstock in the ~~complementary~~production ~~and~~of ~~vertically~~butyllithium ~~integrated~~products ~~business~~in ~~models~~the ofU.S., ~~Allkem~~the United Kingdom and ~~Livent~~China, ~~which~~as ~~include~~well ~~hard~~as ~~rock~~in ~~mining,~~the ~~conventional~~production ~~and~~of ~~direct~~high purity lithium ~~extraction-based~~metal ~~processes~~in the U.S. We have significant know-how and experience in lithium ~~carbonate~~hydroxide, butyllithium and ~~hydroxide~~high purity lithium metal production processes and product applications, which we believe provide us with a competitive advantage in these markets.

As a result of the Allkem Livent Merger, Arcadium Lithium has enhanced business critical scale, a more resilient supply chain, enhanced operational flexibility and greater capacity to meet customer demand through the complementary and vertically integrated business models of Allkem and Livent, which include hard rock mining, conventional and direct lithium extraction-based processes and lithium carbonate and hydroxide production.

Capacity and Production

The chart below presents a breakdown of ~~Livent~~Arcadium Lithium's year-end nameplate capacity and production as of and for the years ended, respectively, December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 by product type and category presented in product basis metric tons ("MT"):

	2023		2022		2021
	2024		2023 (1)		2022 (1)
Product	Capacity	Production	Capacity	Production	Capacity	Production
Lithium Hydroxide (1)	30,000	21,252	30,000	21,493	25,000	19,671
Lithium Hydroxide (2)	45,000	22,297	30,000	21,252	30,000	21,493
Butyllithium	3,~~265~~145	21,~~029~~945	3,~~265~~145	2,~~520~~029	3,265	2,~~549~~520
High Purity Lithium Metal (2)	250	35	250	88	250	156
High Purity Lithium Metal (3)	250	39	250	35	250	88
Lithium Carbonate (3)	18,000	17,852	18,000	16,950	18,000	15,542
Lithium Carbonate (4) (5)	70,500	44,115	18,000	17,852	18,000	16,950
Lithium Chloride (3)	9,000	4,976	9,000	4,750	9,000	3,723
Lithium Chloride (4)	9,000	4,541	9,000	4,976	9,000	4,750
Spodumene Concentrate (6) (7)	330,000	158,409	—	—	—	—

____________________

1.~~Current~~Because ~~lithium~~Arcadium ~~hydroxide~~Lithium ~~capacity~~is ~~converts~~the ~~lithium~~successor ~~carbonate~~company to ~~lithium~~Livent ~~hydroxide.~~in ~~Production~~the ~~includes~~Allkem ~~some~~Livent ~~re-processed~~Merger, ~~volume~~we ~~that~~are ~~did~~presenting ~~not~~the ~~require~~nameplate ~~additional~~capacity ~~lithium~~and ~~carbonate~~production ~~feedstock~~of inpredecessor Livent as of and for the ~~given~~years ended, respectively, December 31, 2023 and 2022, which do not include the capacity and production ~~year~~of Allkem.

2.~~Excludes~~Current ~~other~~lithium ~~specialty~~hydroxide ~~product~~capacity ~~capacities~~converts ~~and~~lithium carbonate to lithium hydroxide. Production includes some re-processed volume that does not require additional lithium carbonate feedstock in the given production year. Excludes 10,000 MT of lithium carbonate to lithium hydroxide capacity at Naraha Plant where Arcadium owns a 75% economic interest.

3.~~Represents~~Excludes ~~theoretical~~other ~~capacity~~specialty ~~for~~product ~~lithium~~capacities ~~carbonate~~ and ~~lithium chloride. Actual combined~~ production ~~of both products is lower and limited by a tradeoff between the two based on our current lithium production processes~~. Combined Lithium Carbonate and Lithium Chloride production was approximately 21,500 MT on a lithium carbonate equivalent ("LCE") basis for 2023, approximately 20,500 MT for 2022 and approximately 18,500 MT for 2021, resulting in the total production shown in the chart.

~~The~~4.Represents ~~aggregate~~theoretical ~~annual~~capacity ~~production~~for ~~capacity~~lithium carbonate and ~~production~~lithium chloride at Fénix of ~~Allkem~~28,000 ~~for~~MT ~~its~~and ~~three~~9,000 ~~most~~MT, ~~recent~~respectively. ~~calendar~~Actual ~~years~~combined production of both products at Fénix is ~~shown~~lower inand limited by a tradeoff between the ~~table~~two ~~below.~~based ~~Allkem’s~~on ~~historical~~our ~~production~~current islithium ~~not~~production ~~reflected~~process. inCombined ~~our~~lithium ~~predecessor~~carbonate ~~financial~~and ~~statements~~lithium ~~included~~chloride ~~elsewhere~~production inwas ~~this~~approximately ~~Annual~~47,600 ~~Report~~MT on ~~Form~~a ~~10-K~~lithium carbonate equivalent ("LCE") basis for 2024, ~~which~~approximately ~~reflect~~21,500 ~~only~~MT ~~the~~for ~~historical~~2023 ~~operations~~and ofapproximately ~~Livent.~~20,500 ~~Amounts~~MT ~~are~~for ~~shown~~2022, resulting in ~~product~~the ~~basis~~total ~~MT:~~production shown in the chart.

		2023		2022		2021
Product (1)	Property	Capacity	Production	Capacity	Production	Capacity	Production
Lithium Carbonate	Olaroz (2)(3)	28,263	11,809	11,638	9,283	11,638	8,630
Spodumene Concentrate (7)(8)	Mt Cattlin (4)	330,000	239,312	330,000	107,417	330,000	230,065
Lithium Hydroxide	Naraha (5)(6)	7,500	2,175	7,500	214	—	—

5.Includes Olaroz Stage 1 and Olaroz Stage 2 capacity of 17,500 MT and 25,000 MT, respectively, of lithium carbonate on a 100% basis. Through the Olaroz joint venture, Arcadium owns a 66.5% interest in Olaroz.

~~___________________~~6.Production capacity is stated on the basis of metric tons of spodumene concentrate.

17.~~Table~~Spodumene ~~does~~concentrate ~~not include non-lithium~~ production amounts, ~~including~~shown ~~borates~~as ~~(which~~metric ~~business~~tons ~~was~~of ~~divested~~spodumene byat ~~Allkem~~an inaverage ~~the~~lithium ~~sale~~oxide of("Li2O") ~~its~~grade ~~former~~of ~~Borax~~approximately ~~segment~~5.2% into ~~December 2022)~~5. 5%.

~~2.Through the Olaroz joint venture, Allkem owns a 66.5% interest in Olaroz and, therefore, the table above reflects 66.5% of the Olaroz production capacity and production.~~12

3.Olaroz Stage 1 has capacity of 17,500 metric tons of lithium carbonate on a 100% basis. Olaroz Stage 2 has capacity of 25,000 metric tons of lithium carbonate on a 100% basis.

4.Allkem acquired Mt Cattlin as part of the Galaxy/Orocobre Merger on August 25, 2021. Production capacity and production shown for Mt Cattlin are for entire periods, including pre-acquisition periods.

5.Naraha is a downstream production facility that further refines lithium carbonate to lithium hydroxide with a production capacity of 10,000 metric tons of lithium hydroxide on a 100% basis.

6.Through the Naraha joint venture, Allkem owns a 75% economic interest in Naraha and, therefore, is reporting 75% of the Naraha production capacity and production.

7.Mt Cattlin production capacity is stated on the basis of metric tons of spodumene concentrate.

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~~8.Spodumene~~The ~~concentrate~~charts ~~production~~below ~~amounts~~detail ~~shown~~Arcadium asLithium's ~~metric~~2024 ~~tons~~revenues ofby ~~spodumene~~product, atapplication anand ~~average lithium oxide ("Li2O") % grade of approximately 5~~geography.~~3% to 5.8%.~~

The charts below detail Livent's 2023 revenues by product, application and geography.

_____

_______________

1.~~Company~~Includes ~~internal~~lithium ~~estimates~~ carbonate by-product revenues.

~~The~~2.Includes ~~charts~~low ~~below~~grade ~~detail~~spodumene ~~Allkem's~~sales ~~revenues for the year ended December 31, 2023 by product~~ and ~~geography.~~minimal ~~Allkem’s~~other ~~historical production is not reflected in our predecessor financial statements included elsewhere in this Annual Report on Form 10-K, which reflect only the historical operations of Livent~~products.

~~____________________~~3.Company internal estimates.

14.~~Lithium~~Includes ~~Carbonate~~spodumene ~~includes~~and ~~lithium~~third-party technical carbonate ~~by-product~~sales ~~revenues~~for offurther ~~$13~~processing.~~8 million.~~

~~2.Spodumene Concentrate revenue includes low grade spodumene sales and minimal other products of $37.7 million.~~13

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Products and Markets

Our performance lithium compounds are frequently produced to meet specific customer application and performance requirements. We have developed our capabilities in producing performance lithium compounds through decades of interaction with our customers, and our products are key inputs into their production processes. Our customer relationships provide us with first-hand insight into our customers’ production objectives and future needs in terms of product volume, mix and specifications, which we in turn use to further develop our products.

2024 10-K - Our Perform Compounds Graphic w.updates 1.29.25.jpg

Other specialties include lithium phosphate, pharmaceutical-grade lithium carbonate, ~~high purity lithium chloride~~ and specialty organics. ~~The~~A portion of the lithium carbonate and most of the lithium chloride that ~~Livent~~we ~~produces~~produce today is ~~largely~~ consumed as feedstock in the process of producing downstream performance lithium compounds. The spodumene ~~that~~we ~~Allkem~~produce ~~produces~~ today is largely sold to customers for use as feedstock in the process of producing downstream performance lithium compounds.

Allkem Livent Merger - Vertical Integration and Geographic Footprint

As a result of the Allkem Livent Merger, Arcadium Lithium has additional capacity and production capabilities for multiple lithium products. We ~~expect to~~ have stronger vertical integration across the lithium value chain than Livent and Allkem on a standalone basis. Arcadium Lithium isnow ~~expected~~has ~~to have~~ a broad product offering ~~and~~that tois be highly scalable across both potential resource and production assets. This isenhances ~~anticipated to enhance~~ operational flexibility and reliability, resulting in lower costs across the lithium value chain. Arcadium Lithium also brings together complementary expertise in hard rock, brine and lithium chemical processing, with proven ability to produce products that are sought after by leading battery manufacturers and EV original equipment manufacturers ("OEMs").

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Competition and Industry Overview

We sell our performance lithium compounds worldwide. Most markets for lithium compounds are global, with significant growth occurring in Asia, eventually expected to follow in Europe, and ~~then~~North ~~the U~~America.S. This is being driven primarily by the development and manufacturing of cathode active material for lithium-ion batteries. Cathode material capacity and production is currently concentrated in Asia, particularly China, Japan and Korea. Over the next few years, significant cathode material capacity and production is expected to come online in Europe and North America while capacity and production in China, Japan, Korea also increases. The market for lithium compounds faces barriers to entry, including access to an adequate and stable supply of lithium feedstock, the need to produce sufficient quality and quantity, technical expertise and development lead time. We expect capacity to be added by ~~new~~existing and ~~existing~~new producers over time. We believe our lithium brine operations in Argentina, which have a favorable sustainability profile and are considered by the industry to be some of the lowest-cost sources of lithium, provide us with a distinct competitive advantage against current and future entrants. Additionally, as the EV supply chain gradually regionalizes to Europe and North America, our lithium resources in Argentina, downstream capabilities in the U.S. and the potential development of Nemaska Lithium and ~~James~~Galaxy ~~Bay~~ in Canada (See subsection "Mineral Properties" to Item 2 for more information) position us well for partnering with leading automakers for their regional electrification roadmaps.

We compete by providing advanced technology, high product quality, reliability, quality customer and technical service, and by operating in a cost-efficient manner and prioritizing safety and sustainability. We also enjoy competitive advantages from our vertically integrated manufacturing approach, low production costs and history of efficient capital deployment. We believe that we are a leading provider of battery-grade lithium hydroxide in EV battery applications and in performance grease applications. We currently have lithium hydroxide capacity in multiple locations globally. We are also the only fully integrated producer of high purity lithium metal in the Western Hemisphere. We believe that we are one of only two global suppliers of butyllithium. Our primary competitors for performance lithium compounds are Albemarle Corporation and Ganfeng Lithium. We are a leading provider of different grades of lithium carbonate for a range of applications.

As a result of the Allkem Livent Merger, our ability to compete globally is enhanced because of our combined asset footprint, experience in upstream operations and downstream capacity. Further, some of our operational jurisdictions include countries with a free trade agreement with the United States, which enables electric vehicles using our products to qualify for the Inflation Reduction Act's clean vehicle tax credit.

Growth

According to BloombergNEF's ~~2023~~2024 Long-Term Electric Vehicle Outlook, under the Economic Transition Scenario ("ETS"), EV (battery electric and plug-in hybrid electric passenger vehicles) sales are expected to be approximately 4142 million units in 2030, rising to approximately 7573 million units in 2040, representing a penetration rate of 44approximately 45% and 7573%, respectively, of all passenger vehicles sold. According to EV Volumes' ~~October~~December ~~2023~~2024 global battery electric and plug-in hybrid electric passenger cars and light commercial vehicles forecast, sales are expected to be approximately 4643 million units in 2030, rising to approximately 7570 million units in 2035, representing a penetration rate of approximately 45% and 6869%, respectively, of all passenger cars and light commercial vehicles sold. Both BloombergNEF, and EV Volumes expect battery electric vehicles to comprise a clear majority of the EV sales mix.

According to EV Volumes, ~~2023~~2024 global light-duty EV (Battery Electric Vehicles and Plug-in Hybrid Electric Vehicles) sales increased approximately 3525% vs ~~2022~~2023. Global light-duty EV adoption increased from approximately 1317% in ~~2022~~2023 to approximately 1620% in ~~2023~~2024; China’s light-duty EV adoption increased from approximately 2734% in ~~2022~~2023 to approximately 3445% in ~~2023~~2024. The strong EV demand growth in ~~2023~~2024 was driven by automakers' increased product offering, increased consumer awareness and adoption, national and regional governments' announced incentives, subsidies and more stringent fuel economy/carbon dioxide emissions regulations to support electrification efforts. Throughout ~~2023~~2024, numerous automakers announced large investments towards drivetrain electrification and laid out roadmaps for launching a growing number of competitive models across various segments and increasing targets for share of EV sales in their overall unit sales. Adoption of electric drivetrains also increased in other modes of transportation such as buses, medium- and heavy-duty commercial vehicles, two- and three-wheelers.

In ~~2024~~2025 and beyond, fuel economy/carbon dioxide emissions regulations for commercial vehicles coupled with environmental commitments of an increasing number of corporations are likely to propel electric commercial vehicle sales. According to BloombergNEF's ~~2023~~2024 Long-Term Electric Vehicle Outlook, under the ETS, electric commercial vehicles (battery electric, plug-in hybrid electric, and range extender electric light-, medium-, heavy-duty commercial vehicles) sales are expected to increase from approximately 0.46 million units in ~~2022~~2023 to approximately 76 million units in 2030, and to approximately 1718 million units in 2040. By 2040, according to BloombergNEF, electric light-duty commercial vehicles will have 6567% share of all light-duty commercial vehicles sold, electric medium- and heavy-duty commercial vehicles will have 3538% share of all medium- and heavy-duty commercial vehicles sold. Additionally, BloombergNEF estimate electric buses to have 7876% share of all bus sales in 2040.

14Besides electrification of transportation, electricity generation continued its decarbonization trend with solar and wind installations crossing new milestones; many of these commercial-, retail- and utility-scale installations are coupled with lithium-

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~~Besides~~ion ~~electrification~~battery-based ofenergy ~~transportation,~~storage ~~electricity~~systems. ~~generation~~In ~~continued~~2024, ~~its~~battery ~~decarbonization~~demand ~~trend~~growth ~~with~~rates ~~solar~~for ~~and~~energy ~~wind~~storage ~~installations~~systems ~~crossing~~outpaced ~~new~~battery ~~milestones;~~demand ~~many~~growth offor ~~these~~electric ~~commercial-,~~passenger ~~retail- and utility-scale installations are coupled with lithium-ion battery-based energy storage systems~~vehicles.

In line with varying consumer preferences across regions, automakers are launching an increasing number of EVs across segments and for shorter-ranges and longer-ranges. ~~Automakers~~For regions such as North America, automakers have been introducing longer-range, bigger size, premium-performance-luxury EV models using higher energy density batteries and are ~~increasingly~~ doing so in part by using high (>60%) nickel content cathode materials. ~~Continued~~Demand ~~strong demand~~ for high nickel content cathode materials for automotive applications will require battery-grade lithium hydroxide in the production of cathode materials. Additionally, since late 2020, automakers have been increasing adoption of lithium iron phosphate cathode material, initially for the China passenger vehicles market and subsequently for markets outside China. Lithium iron phosphate is predominantly synthesized using lithium carbonate, and thereby lithium carbonate demand has been witnessing strong growth.

As an existing, proven global producer of battery-grade lithium hydroxide, and lithium carbonate, we are well positioned to benefit from ~~this~~the expected increase in lithium demand from EV growth. As one of the pioneers in the lithium industry, we have relationships throughout the lithium-ion battery value chain. Across the battery value chain, product performance requirements have continued to evolve since the first lithium-ion batteries and cathode materials were introduced in the early 1990s. We have developed our application and materials knowledge by working with our customers over time to produce performance lithium compounds which meet evolving customer needs.

Our growth efforts focus on developing environmentally compatible and sustainable lithium products. We are committed to providing unique, differentiated products to our customers by acquiring and further developing technologies as well as investing in innovation to extend product life cycles.

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1.Includes capital expenditures and other investing activities, inclusive of capitalized interest. See our consolidated statements of cash flows in Part II, Item 8 of this Form 10-K for further details.

Raw Materials

Lithium

Our primary raw material is lithium, and ~~Livent~~we ~~obtains~~obtain the substantial majority of ~~its~~ lithium from our operations in Argentina. ~~Livent~~We ~~extracts~~extract lithium from naturally occurring lithium-rich brines located in the Andes Mountains of Argentina, which are believed to be one of the world’s most significant and lowest cost sources of lithium, through a proprietary selective adsorption and solar evaporation process. Arcadium processes the brine into lithium carbonate at our Argentina manufacturing facilities in Fénix and Olaroz, and into lithium chloride at our nearby manufacturing facility in Güemes, Argentina.

15For the year ended December 31, 2024, which includes Allkem's historical operations, our lithium operations produced approximately 44.1 kMT of lithium carbonate. For the years ended December 31, 2023 and 2022, which include only predecessor Livent and do not include Allkem's historical operations, our lithium operations produced approximately 18.0 kMT and 17.0 kMT of lithium carbonate, respectively. Approximately 4.5 kMT of lithium chloride was produced for the year ended December 31, 2024 which includes Allkem's historical operations. For the years ended December 31, 2023 and 2022, which include only predecessor Livent and does not include Allkem's historical operations, we produced approximately 5.0 kMT and 5.0 kMT of lithium chloride, respectively. For the year ended December 31, 2024, which includes Allkem's historical operations, Arcadium Lithium's combined production of lithium carbonate and lithium chloride, on a LCE basis, was approximately 47.6 kMT. For the years ended December 31, 2023 and 2022, which include only predecessor Livent and does not include Allkem's historical operations, Livent's combined production of lithium carbonate and lithium chloride, on a LCE basis, was approximately 21.5 kMT and 20.5 kMT, respectively.

~~Table~~On occasion, we have also historically purchased a portion of ~~Contents~~ our lithium carbonate raw materials from other suppliers as needed.

and solar evaporation process. Livent processes the brine into lithium carbonate at our co-located manufacturing facility in Fénix, Argentina and into lithium chloride at our nearby manufacturing facility in Güemes, Argentina.

For the years ended December 31, 2023, 2022 and 2021, Livent's Argentine operations produced approximately 18 kMT, 17 kMT and 16 kMT of lithium carbonate, respectively, and approximately 5 kMT, 5 kMT and 4 kMT of lithium chloride, respectively. For the years ended December 31, 2023, 2022 and 2021, Livent's combined production of lithium carbonate and lithium chloride, on a LCE basis, was approximately 21.5 kMT, 20.5 kMT and 18.5 kMT, respectively.

We have also historically purchased a portion of our lithium carbonate raw materials from other suppliers as needed.

Information about our mining properties and mineral concession rights may be found under Item 2., Mineral Properties.

Water

Our operations require ~~fresh~~ water. MdA, one of our ~~subsidiary~~subsidiaries through which we operate the Salar del Hombre Muerto property, has water rights and all necessary permits for the supply of ~~fresh~~raw water (i.e., untreated water as it exists natively) for its existing operations from the Trapiche aquifer, from which raw water is pumped from a battery of wells toand ~~its~~is treated before use in our facilities. For MdA's capacity expansion, it has secured water rights for the supply of ~~fresh~~raw water from the Los Patos aquifer and the Los Patos wells and water supply ~~are~~is now in service. MdA has secured the necessary permits for the current phases of its expansion, and will apply for the necessary permits for future phases of its expansion when needed. MdA and the Catamarca province regularly monitor the water and salinity levels of the Trapiche and Los Patos aquifer.

~~For~~SDV, our ~~Olaroz~~subsidiary ~~brine-based~~currently ~~operations~~under development in ~~Jujuy,~~the ~~Argentina~~Salar (adel ~~property~~Hombre ~~operated~~Muerto, byhas ~~Allkem~~water ~~prior~~rights toas ~~the~~well ~~Allkem~~as ~~Livent~~all ~~Merger),~~necessary ~~brine~~permits isto ~~extracted~~obtain ~~from~~raw ~~wells~~water infrom the ~~salt~~Los ~~lake~~Patos ~~(salar)~~aquifer. ~~and~~There, ~~pumped~~raw towater ~~large~~is ~~scale~~pumped ~~evaporation~~from ~~ponds.~~one ~~The~~well ~~processing~~to ofits ~~brines~~facilities, ~~consumes~~while ~~non-potable~~a ~~groundwater.~~second ~~This~~authorized iswell ~~extracted~~(not ~~and~~yet ~~treated to be used~~ in ~~processing~~service) ~~and~~will isprovide ~~then returned to~~ the ~~evaporation~~required ~~ponds~~need ~~after~~once ~~processing~~SDV toreaches ~~recover~~its ~~residual~~operation ~~lithium~~phase. ~~For~~SDV ~~our~~has ~~hard~~secured ~~rock~~the ~~lithium~~necessary ~~operations~~permits atfor Mtits ~~Cattlin,~~initial ~~Australia~~development ~~(operated~~and byplanned ~~Allkem~~production, ~~prior~~and towill ~~the~~apply ~~Allkem~~for ~~Livent Merger),~~ the ~~majority~~necessary ofpermits ~~water used~~ for ~~processing~~future isphases ~~sourced~~of ~~from~~its ~~in-pit~~expansion ~~dewatering~~ and ~~recycled~~production ~~water~~when ~~decanted from the tailings storage facility (TSF)~~needed. SDV ~~Additional~~regularly ~~water~~monitors ~~needs are met by~~ water ~~sourced~~and ~~from~~salinity ~~licensed~~levels ~~groundwater~~of ~~bores adjacent to~~ the ~~site~~Los asPatos ~~well~~aquifer as ~~from~~part ~~rainwater~~of ~~collected~~monitoring ~~on site~~programs.

MdA has only had to temporarily suspend water extraction once, in January 2015, due to a dispute with the Catamarca province, and its access to the water source was quickly restored. MdA also regularly evaluates supplemental supplies of fresh water. The grant of water concessions and other water rights is subject to local governmental approvals, the timing and availability of which are uncertain and may be subject to delay or denial.

In October 2015, MdA entered into a water trust agreement with the Catamarca province that was amended in 2018. Under the amended trust agreement, MdA is obligated to pay into the trust an amount equal to 1.2% of its annual sales (calculated using the annual Contractual Price described under Item 2., Mineral Properties), in lieu of any water use fees. These payments are fully reflected in our financial statements.

Energy

Our operations rely on a steady source of energy. In 2015, MdA completed construction of a 135 kilometer natural gas pipeline from Pocitos, within the Salta province, to our Fénix facilities at Salar del Hombre Muerto, which eliminated our reliance on natural gas shipments by truck. This pipeline is governed by various agreements between MdA and Recursos Energeticos y Mineros Salta, S.A., or ("REMSA"), a local natural gas sub-distributor, including a subdistribution agreement providing for contracted capacity through 2027. We are in discussions to increase our contracted capacity in advance of our needs for all phases of our expansion plans and may need to invest in additional infrastructure to support this expansion. REMSA or Gasnor S.A., another local natural gas distributor that operates in the northeast of Argentina, have no obligation to provide us the additional capacity on a timely basis or at all. If we cannot obtain such additional capacity, we would need to secure alternative arrangements to meet the increased energy needs of the planned expansion and such alternative arrangements may be less cost effective.

We are financing the construction of two gas compression plants to be built along the natural gas pipeline. One plant is being jointly financed with two other parties and will be subject to joint control and management. The other plant is being solely financed by, and will be solely controlled and managed by, MdA.

MdA also has a natural gas supply contract with Pluspetrol S.A. providing for the supply of natural gas for our Fénix manufacturing facility. This supply agreement expires in April 2024 and is typically renewed on an annual basis. We also have a purchase agreement with YPF SA for the supply of diesel fuel and gasoline to our Fénix and Güemes manufacturing facilities. This purchase agreement expires in August 2024.

For our Olaroz brine-based operations in Jujuy, Argentina, energy is generated by natural gas generators to power processes in the production plant and provide electricity. Diesel is used on site for machinery and the transport fleet. Our greatest source of energy for Olaroz is supplied by direct solar radiation and wind which is used for concentrating brine in the evaporation ponds. For our hard rock lithium operations at Mt Cattlin, Australia, diesel is used for electricity generation and for the transport fleet, plant and machinery.

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For our Olaroz brine-based operations in Jujuy, Argentina, operated by our subsidiary, SDJ, brine is extracted by controlled pumping wells and transferred through a brine pipeline to a system of solar evaporation ponds to obtain a concentrated brine. The industrial mining process to produce lithium carbonate and other by-products also consumes raw water pumped from wells located in the same salt flat. SDJ has secured the necessary permits for the current phase, and will apply for the necessary permits for future phases when needed.

For our hard rock lithium operations at Mt Cattlin, Australia (operated by Allkem prior to the Allkem Livent Merger), the majority of water used for processing is sourced from in-pit dewatering and recycled water decanted from the tailings storage facility. Additional water needs are met by water sourced from licensed groundwater bores adjacent to the site as well as from rainwater collected on site.

MdA has only had to temporarily suspend water extraction once, in January 2015, due to a dispute with the Catamarca province, and its access to the water source was quickly restored. MdA also regularly evaluates supplemental supplies of raw water. The grant of water concessions and other water rights is subject to local governmental approvals, the timing and availability of which are uncertain and may be subject to delay or denial.

In October 2015, MdA, the Province of Catamarca, and the trustee (currently the Banco de la Nación Argentina) signed an agreement to establish the "Salar del Hombre Muerto Water Trust". The agreement was amended by Amendment No. 1 on August 1, 2016, Amendment No. 2 on January 25, 2018, and Amendment No. 3 on May 27, 2020. Under Amendment No. 2, the contributions changed from being fixed to variable. As a result, MdA began contributing an amount equal to 1.2% of its annual sales (calculated using the annual Contractual Price described under Item 2., Mineral Properties), in lieu of any water use fees. These payments are fully reflected in our financial statements.

Energy

Our operations rely on a steady source of energy. In 2015, MdA completed construction of a 135 kilometer natural gas pipeline from Pocitos, within the Salta province, to our Fénix facilities at Salar del Hombre Muerto, which eliminated our reliance on natural gas shipments by truck. This pipeline is governed by various agreements between MdA and Recursos Energeticos y Mineros Salta, S.A., or ("REMSA"), a local natural gas sub-distributor, including a subdistribution agreement providing for contracted capacity through 2027. We are in discussions to increase our contracted capacity in advance of our needs for all phases of our expansion plans and may need to invest in additional infrastructure to support this expansion. REMSA or Naturgy S.A., another local natural gas distributor that operates in the northeast of Argentina, have no obligation to provide us the additional capacity on a timely basis or at all. If we cannot obtain such additional capacity, we would need to secure alternative arrangements to meet the increased energy needs of the planned expansion and such alternative arrangements may be less cost effective.

We have already financed and completed the construction of a gas compression plant along the natural gas pipeline and are financing the construction of a second gas compression plant to be built along the natural gas pipeline as well. The completed plant has been commissioned, started up, and is in the ramp up stage. It was jointly financed with two other parties and is subject to joint control and management. The second gas compression plant is being solely financed by, and will be solely controlled and managed by, MdA. MdA is currently negotiating an engineering, procurement, and construction agreement with a third party for this second gas compression plant.

In 2024, MdA entered into two (2) natural gas supply contracts, one with Panamerican Energy S.A. and one with Tecpetrol S.A., providing for the supply of natural gas to our Fénix manufacturing facility for a one-year term. YPF SA is our supplier of diesel fuel and gasoline to our Fénix, Pocitos and Güemes manufacturing facilities.

At SDV, the energy supply will initially consist of a diesel-fueled generation center located at the processing plant substation. The power configuration will provide 9 MW of maximum active power and an electrical distribution system that will serve the process plant, camp, ponds, water and brine wells. During the first years of SDV's operation, this power generation plant will be operated by an external supplier.

In the future at SDV, a more comprehensive long-term energy supply strategy is being defined to obtain synergy between our Salar del Hombre Muerto operations. In furtherance of this, in 2024 SDV entered into a power purchase agreement with Industrias Juan F. Secco for the supply of electric power from a diesel generating plant for a three (3) year term extendable to five (5) years.

At Olaroz in Jujuy, Argentina, energy is generated by natural gas generators and by a co-generation system (electrical and thermal) to power processes in the production plant and provide electricity to the camp site. Diesel is used on site for machinery and the transport fleet. Our greatest source of energy for Olaroz is supplied by direct solar radiation which is used for concentrating brine in the evaporation ponds.

For our hard rock lithium operations at Mt Cattlin, Australia, diesel is used for electricity generation and for the transport fleet, plant and machinery.

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Other raw materials

We purchase raw materials and chemical intermediates for use in our production processes, including materials for use in our production of the proprietary adsorbent used to selectively extract lithium from our brine in Argentina, soda ash, or sodium carbonate, for use in our production of lithium carbonate, and lithium metal for our production of butyllithium. In ~~2023~~2024, ~~2022~~costs of major raw materials for Arcadium Lithium represented 13% of our revenues. For 2023 and ~~2021~~2022, costs of major raw materials for predecessor Livent represented 10%, ~~18%~~ and 1418% respectively, of Livent's ~~total~~ revenues. In 2023, ~~2022~~ and ~~2021~~2022, costs of major raw materials for Allkem represented 10%, 6% and 226% respectively, of Allkem’s total revenues. Major raw materials used in our current operations include soda ash, solvents, butyl chloride, hydrochloric acid, quicklime, metal, caustic soda, other reagents and CO2. We generally satisfy our requirements through spot purchases and medium- or long-term contractual relationships. In general, where we have limited sources of raw materials, we have developed contingency plans to minimize the effect of any interruption or reduction in supply, such as sourcing from other suppliers or maintaining safety stocks. Lime is procured locally from various suppliers with a mixture of medium-term contracts with prices tied to key consumables and long-standing relationships. Soda ash is imported from different international suppliers with a mix of medium- or long-term contractual relationships.

Temporary shortages of raw materials may occasionally occur and cause temporary price increases. For example, ~~Livent~~Arcadium has had past regional interruptions in raw material supply, notably in China. In recent years, these shortages have not resulted in any material unavailability of raw materials. However, the continuing availability and price of raw materials are affected by many factors, including domestic and world market and political conditions, as well as the direct or indirect effect of governmental regulations. During periods of high demand, our raw materials are subject to significant price fluctuations, and such fluctuations may have an adverse impact on our results of operations. In addition, there could be inflationary pressure on costs of the raw materials and/or services that could impact our results of operations. The impact of any future raw material shortages on our business as a whole or in specific geographic regions, including China, or in specific business lines cannot be accurately predicted. ~~In line with recent market developments, we have seen price increases in butyllithium raw materials, especially solvents, butyl chloride and lithium metal.~~ We ~~have~~continue ~~also~~to ~~seen~~see ~~significant~~ price increases for certain of our raw materials as a result of ~~recent~~ global inflationary pressures.

Seasonality

Our operations in Argentina are seasonally impacted by weather, including varying evaporation rates and amounts of rainfall during different seasons, which can be heavy at times. These changes impact the concentration in large evaporation ponds, with greater impact on those ponds in our brine operations that use conventional evaporation than on our ponds that use direct lithium extraction, and can have an impact on the downstream processes to produce lithium carbonate and lithium chloride. Heavy rainfall can damage pond liners, lead to loss of product, and make the ponds generally difficult to maintain. Our operations team continuously measures pond concentrations and models how they will change based on operating decisions. Our processes use proprietary and traditional technologies to minimize the variation of concentrations at the inlet to our plants. ~~There was an abnormally large rain event during the last quarter of 2021. This resulted in reductions in lithium carbonate production of approximately 500 MT in 2021 for Livent.~~

Argentine Law and Regulation

We are subject to various regulatory requirements in Argentina under the Argentine Mining Code, the Argentine Mining Investment Law and certain federal and provincial regulations, including with respect to environmental compliance. In addition, the respective relationships between us, MdA and the Catamarca provincial government, and between Sales de Jujuy S.A. ("SDJ") and the Jujuy Energia y Mineria Sociedad del Estado ("JEMSE"), are regulated through contractual frameworks. Under the agreement between SDJ and JEMSE, SDJ may, in certain circumstances, be required to sell at market prices up to 5% of its production to the Jujuy provincial government.

The Argentine Mining Code, which sets forth the rights and obligations of ~~both~~ mining companies ~~and their workers~~, is the principal regulatory framework under which we conduct our operations in Argentina. The Argentine Mining Code provides for the terms under which the provinces regulate and administer the granting of mining rights to third parties.

The Argentine Mining Code establishes two basic means of granting title to mining property: the exploration permit and the mining concession, both of which convey valid mining title in Argentina.

Exploration permits grant their holders the right to freely explore for minerals within the boundaries of the territory covered by that permit as well as to request the mining concession for any discoveries within the covered territory.

Once a mining concession is granted, the recipient owns all in-place mineral deposits within the boundaries of the territory covered by the concession. Mining concessions are freely tradable by the title holder and can be sold, leased or otherwise transferred to third parties. Two requirements must be met to keep a mining concession in good standing: (i) the concession holder must make regular payments of a semi-annual fee known as a canon; and (ii) the concession holder must file and perform an initial five-year expenditure plan. In addition, prior to commencing mining activities, the concession holder must submit environmental impact studies, which must be renewed at least every two years, for approval by the relevant environmental authorities.

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In addition to the Argentine Mining Code, we are also subject to the Argentine Mining Investment Law. The Argentine Mining Investment Law offers specific financial incentives to mining investors, including a 30-year term fiscal stability of national, provincial and municipal tax rates upon the presentation of a suitable feasibility study; a deduction from income tax for prospecting, exploration and feasibility study expenditures; a refund of Value Added Tax fiscal credits resulting from exploration works; accelerated depreciation of fixed assets; and a 3% cap on royalties payable out of production to the province where the deposit is located. MdA's 30-year term fiscal stability certificate expires in 2026, while SDJ's 30-year term fiscal stability certificate expires in 2041. Although Sal de Vida has not yet been awarded a 30-year term fiscal stability certificate, it submitted a feasibility study in 2013. If granted, Sal de Vida's 30-year term fiscal stability certificate would expire in 2043.

MdA's fiscal stability rights under the Argentine Mining Investment Law have been challenged by the imposition of certain export taxes on our lithium chloride and carbonate exports that did not exist at the time MdA obtained its 30-year term fiscal stability certificate. For instance, in 2018, the Federal Government imposed an export duty on lithium carbonate and chloride through Decree No. 793/2018, which was in effect until December 31, 2020. In December 2019, after the change of presidential administration, the Argentine Congress passed Law No. 27,541 creating a new legal framework for export duties and establishing a new rate for mining and hydrocarbon exports not to exceed 8% on the taxable amounts or the FOB value. In December 2020, the Executive Power issued Decree No. 1060/2020 establishing a new export duty applicable to all kinds of goods effective from January 1, 2021. In the case of lithium chloride and lithium carbonate, the applicable tax rate amounts to 4.5% and no cap has been set. In 2022, Argentine authorities established a reference price for exports of certain grades of lithium carbonate, with any exports below this price being subject to investigation by Customs authorities and the possible payment of higher export duties and corporate taxes. In January 2023, the Argentina Ministry of Economy issued a resolution to cancel an export rebate regime relating to lithium products, which was followed by Presidential Decree No. 57/2023 in February, 2023. The Presidential Decree prospectively canceled all export rebates for lithium products. However, in November 2023, Presidential Decree No. 557/2023 reinstated a 1.5% reimbursement for lithium carbonate. To date, this has not impacted MdA's operations or finances. SDJ has been conducting its own evaluation of the impact of these differing export taxes and legal regimes.

Under MdA and SDJ's 30-year term fiscal stability certificates, we are entitled to reimbursement or set-off (against other federal taxes) of any amount paid in excess of the total federal taxable burden applicable to us under each such certificate. Although MdA is litigating to exercise its fiscal stability rights and are requesting an administrative reimbursement with respect to the imposition of certain of such export taxes, there can be no assurance that we will seek, or be able to obtain, reimbursement or set-off.

In addition, on June 27, 2024, the National Congress in Argentina approved the Bases and Starting Point of the Freedom of Argentines Law No. 27,742 (Ley de Bases y Puntos de Partida para la Libertad de los Argentinos) which, in addition to amending several existing laws, created the Incentive Regime for Large Investments ("RIGI", its acronym in Spanish). This statute became effective on July 8, 2024. The RIGI is a promotional regime that is applicable to the mining sector and provides guarantees of regulatory, fiscal, customs, and exchange rate stability to projects that qualify under it for a term of 30 years from the inclusion date. On August 23, 2024, the National Government issued Decree No. 749 that approved the regulation of RIGI. The Provinces of Jujuy (through Law No 6409 published in its official gazette on August 14, 2024), Salta (through Law No. 8451 published in its official gazette on September 19, 2024) and Catamarca (through Law 5863 published in its official gazette on September 27, 2024) have agreed to adhere to RIGI. The Company is currently conducting an analysis to determine the scope and application of RIGI to its own operations.

Australian Law and Regulation

~~Allkem’s~~Our Australian operations are subject to a number of legislative and regulatory requirements under Australian federal and state laws. The Australian mining industry is highly regulated, and operation of a mining project depends upon the grant and maintenance of required mining tenements, agreements, authorizations, approvals, licenses and permits. The grant of a mining tenement is generally at the discretion of the relevant minister, or a mining registrar or mining warden appointed under the legislation in the relevant state or territory, and ~~usually~~ requires engagement with relevant indigenous groups ~~who~~where ~~claim~~the orland ~~hold native title. The grant of a mining tenement~~ is ~~generally~~either atsubject ~~the~~to ~~discretion of the relevant minister, or~~ a ~~mining~~claim ~~registrar~~from oran ~~mining~~indigenous ~~warden~~group ~~appointed under the legislation in the relevant state~~ or ~~territory,~~an ~~and usually requires engagement with relevant~~ indigenous ~~groups~~group ~~who~~holds ~~claim~~native ortitle ~~hold~~over ~~native~~that ~~title~~land.

Mining legislation in Western Australia largely regulates the assessment, development and utilization of minerals ~~in Western Australia~~. Except in some limited circumstances, all minerals on or below the surface of land (whether in or on private or public land) are owned by the state while they remain in the ground. As the owner of the minerals, state and territory governments are entitled to grant mining tenements, which confer rights on lessees or licensees to explore for and mine minerals. The Western Australian mining legislation provides for the grant of different mining tenements that permit exploration, mining (i.e., the taking and sale of minerals), and the development and operation of infrastructure required for mining operations, for a specified term. Those mining tenements typically include obligations to pay rent, meet annual minimum expenditure obligations, lodge regular reports with government agencies, and comply with other conditions of the mining tenement. The conduct of activities on a mining tenement will generally be subject to the tenement holder obtaining other approvals, including approvals with respect to environmental impact.

Royalties apply to the production of spodumene and are payable to the Western Australian State Government. The royalty is currently applied at a rate of 5% on the revenue realized from the sale of spodumene concentrate.19

There are also extensive laws that regulate approvals for environmental impacts associated with mining and the protection of Aboriginal heritage. These laws can result in extensive conditions on approvals and encourage proponents to reach agreement with indigenous groups about how any potential harm to Aboriginal heritage can be minimized or mitigated.

Canadian Law and Regulation

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~~federal~~Royalties ~~and~~apply ~~provincial laws, Allkem's James Bay project is also subject~~ to the ~~specific~~production ~~framework~~of ~~established~~minerals ~~pursuant to the James Bay and Northern Québec Agreement~~ (~~the "JBNQA")~~e. ~~The JBNQA covers numerous matters~~g., ~~including~~spodumene) ~~land regime, local~~ and ~~regional~~are ~~government,~~payable ~~health~~to ~~and~~the ~~education,~~Western ~~justice~~Australian ~~and~~State ~~police, environmental and social protection, hunting, fishing and trapping rights and community and economic development~~Government. ~~Other~~ ~~federal~~The ~~laws~~royalty ~~and~~is ~~regulations~~currently ~~will~~applied ~~apply~~ at ~~certain~~a ~~stages~~rate of ~~our~~5% ~~expected~~on ~~operations~~the inrevenue ~~Canada,~~realized ~~including~~from ~~requirements relating to~~ the ~~protection~~sale of ~~migratory~~spodumene ~~birds and wildlife species at risk~~concentrate.

There are also extensive laws that regulate approvals for environmental impacts associated with mining (both Federal and State) and the protection of Aboriginal heritage (both Federal and State). These laws can result in extensive conditions on approvals and encourage proponents to reach agreement with indigenous groups about how any potential harm to Aboriginal heritage can be minimized or mitigated.

Canadian Law and Regulation

Our Canadian operations are subject to Canadian federal and provincial laws and regulations. Both levels of the Canadian government regulate environmental assessments and release of contaminants to the receiving environment. In addition to federal and provincial laws, legacy Allkem's Galaxy (formerly "James Bay") project is also subject to the specific framework established pursuant to the James Bay and Northern Québec Agreement (the "JBNQA"). The JBNQA covers numerous matters, including land regime, local and regional government, health and education, justice and police, environmental and social protection, hunting, fishing and trapping rights and community and economic development. Other federal laws and regulations will apply at certain stages of our expected operations in Canada, including requirements relating to the protection of migratory birds and wildlife species at risk.

Environmental Laws and Regulations

We are subject to and incur capital and operating costs to comply with numerous foreign, U.S. federal, state and local environmental, health and safety laws and regulations, including those governing employee health and safety, the composition of our products, the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the usage and availability of water, the cleanup of contaminated properties and the reclamation of our mines, brine extraction operations and certain other assets at the end of their useful life.

Our business and our customers are subject to significant requirements under the European Community Regulation for the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH"). REACH imposes obligations on European Union manufacturers and importers of chemicals and other products into the European Union to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. Currently, certain lithium products are undergoing a risk assessment review under REACH, which may eventually result in restrictions in the handling or use of lithium carbonate and other lithium products that we produce, which may increase our production costs. In addition, REACH regulations impose significant additional responsibilities and costs on chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain. South Korea ~~has~~and ~~a similar Act on~~ the ~~Registration~~United ~~and~~Kingdom ~~Evaluation~~have ofsimilar ~~Chemicals~~chemical ~~which~~regulation islaws ~~known~~("K-REACH" asand "KUK-REACH." ~~Both~~respectively). New measures under REACH, K-REACH, and KUK-REACH may lead to increases in the costs of raw materials we purchase and the products we sell in ~~the~~these ~~European Union and South Korea, respectively~~jurisdictions. Increases in the costs of our products could result in a decrease in their overall demand. In addition, customers may seek alternative products that are not as strictly regulated by ~~REACH~~these ~~and/or K-REACH~~frameworks, which could ~~also~~ result in a decrease in the demand offor ~~certain~~ products subject to ~~the~~heightened ~~respective~~regulatory ~~regulations~~measures. We continually monitor these laws and the ~~regulations~~measures being adopted under them to determine our responsibilities.

In June 2016, modifications to the Toxic Substances Control Act in the U.S. were signed into law, requiring chemicals to be assessed against a risk-based safety standard and for the elimination of unreasonable risks identified during risk evaluation. Other initiatives in Asia and potentially in other regions will require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional requirements being placed on the production, handling, labeling or use of the subject chemicals. Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products.

Liabilities associated with the investigation and cleanup of hazardous substances and wastes, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances and wastes, may be imposed in many situations without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally. Such liabilities may be imposed on entities that formerly owned or operated the property affected by the hazardous substances and wastes, entities that arranged for the disposal of the hazardous substances and wastes at the affected property, and entities that currently own or operate such property. Our Bessemer City, North Carolina facility is currently undergoing monitoring and remediation of contamination pursuant to a Resource Conservation and Recovery Act Part B corrective action permit. In addition, we currently have, and may in the future incur, liability as a potentially responsible party with respect to third party locations under CERCLA or state and foreign equivalents, including potential joint and several liabilities requiring us to pay in excess of our pro rata share of remediation costs.

We use and generate hazardous substances and wastes in our operations and may become subject to claims and substantial liability for personal injury, property damage, wrongful death, loss of production, pollution and other environmental damages relating to the release of such substances into the environment. In addition, some of our current properties are, or have been, used for industrial purposes, which could contain currently unknown contamination that could expose us to governmental requirements or claims relating to environmental remediation, personal injury and/or property damage. Depending on the frequency and severity of such incidents, it is possible that the Company’s revenues, operating costs, insurability and relationships with customers, employees and regulators could be impaired.

We record accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. It is possible that new information or future developments could require us to reassess our potential exposure related to environmental matters. We may incur significant costs and liabilities in order to comply with existing environmental laws and regulations. It is also possible that other developments, such as increasingly strict environmental laws, regulations and orders of regulatory agencies, as well as claims for damages to property and the 20

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~~environment~~used for industrial purposes, which could contain currently unknown contamination that could expose us to governmental requirements or ~~injuries~~claims relating to ~~employees~~environmental remediation, personal injury and/or ~~other~~property ~~persons~~damage. ~~resulting~~Depending ~~from~~on ~~our~~the ~~current~~frequency orand ~~past~~severity ~~operations~~of such incidents, ~~could~~it ~~result~~is inpossible ~~substantial~~that the Company’s revenues, operating costs, insurability and ~~liabilities~~relationships inwith ~~the~~customers, ~~future~~employees and regulators could be impaired.

AWe ~~discussion~~record ofaccruals for environmental ~~related~~matters ~~factors~~when it is probable that a liability has been incurred and ~~related~~the ~~reserves~~amount of the liability can be ~~found~~reasonably inestimated. ~~Note~~It 9is ~~"Environmental~~possible ~~Obligations"~~that new information or future developments could require us to reassess our potential exposure related to environmental matters. We may incur significant costs and liabilities in order to comply with existing environmental laws and regulations. It is also possible that other developments, such as increasingly strict environmental laws, regulations and orders of regulatory agencies, as well as claims for damages to property and the ~~notes~~environment or injuries to employees and other persons resulting from our ~~consolidated~~current ~~financial~~or ~~statements~~past ~~included~~operations, could result in ~~this~~substantial ~~Form~~costs ~~10-K~~and liabilities in the future.

A discussion of environmental related factors and related reserves can be found in Note 13 "Environmental Obligations" in the notes to our consolidated financial statements included in this Form 10-K.

Human Capital Management

Human Capital Management ("HCM") General Statement

~~The~~In January 2024, following ~~HCM~~the ~~discussion~~Allkem ~~refers~~Livent ~~primarily~~Merger, we focused on harmonizing and enhancing our total rewards program to ~~Livent~~attract and retain talent globally, ~~which~~implementing isa ~~Arcadium~~global ~~Lithium's~~learning ~~predecessor~~management system, ~~and~~harmonizing ~~Livent's~~our ~~workforce~~performance management approach, ~~for~~identifying ~~the~~critical ~~year~~talent, ~~ended~~and ~~December~~enhancing ~~31,~~our ~~2023,~~geographic ~~prior~~flexibility as it relates to ~~the~~talent ~~Allkem~~mobility ~~Livent~~and ~~Merger~~retention. We continue to focus on cultivating our diverse and inclusive culture. Our commitment to safety, health and well-being, talent retention and advancement, and leadership development has not wavered in 2024.

Since Livent’s formation in 2018, we have prioritized investing in our people as a key component of maintaining a competitive stance in our thriving industry. Our customers’ continued demand for long-term, global lithium supply to support the growth of the EV and energy storage markets reinforced the following human capital priorities for us in 2023: (i) identifying the technical skills and experience required for key areas of our expanding business; (ii) remaining nimble not only in our geographic search for talent, but also in how we review and adjust our total rewards to meet evolving candidate expectations; and (iii) supporting our employees’ continued development and career goals in an industry that continues to evolve and attract new entrants. Our commitment to being an employer of choice, as well as retaining the talent and knowledge we invest so greatly in, continues to inform how we review and enhance programs and processes for our employees each year. As we look beyond the Allkem Livent Merger to 2024, these will continue to be our priorities for the combined organization.

In 2023, Livent experienced a 6.9% global headcount increase over the previous year. This increase was driven by several factors, including: (i) our ongoing lithium hydroxide and lithium carbonate expansion efforts in the U.S. and Argentina and (ii) a focus on career development and retention of our existing talent. In 2023, our average overall turnover rate was 8.0%, which represents a decrease of 2.7% from the prior year. We have focused on assessing and retaining our talent to reinforce commitments to Diversity, Equity & Inclusion ("DE&I"), workforce career development objectives and understanding critical talent and succession planning needs. Competition for talent in critical roles supporting our expansion needs remained steady in 2023. This resulted in reviews of our total rewards design and approach to ensure we could remain geographically flexible in where to search for talent without sacrificing our ability to remain competitive.

Livent's talent management strategy continues to evolve, ensuring that we support the continued growth and development of our employees at all career levels. In 2023, we launched our learning management system supported by a broad library of content to address diverse training needs globally and functionally. We have also engaged select leaders in talent review discussions to ensure they remain engaged in understanding, promoting, and responding to the development needs of their workforce.

The health and safety of our employees remains a priority for us and drives various decision-making aspects of our business. We continue to support the physical, mental and emotional health of our employees and their families and have implemented expanded measures and incentives to do so through our 2023 employee benefit offerings. These support systems will remain available in 2024 where we have been able to offer expanded benefits and will look to make these offerings available, where possible, to our expanded workforce resulting from the Allkem Livent Merger.

In 2023, Livent's Executive Leadership Team ("ELT") and Board of Directors ("Board") continued to challenge our teams to advance their focus on (i) identifying and developing high-potential talent with experience in lithium extraction chemical processing and electric vehicle supply chain issues, (ii) global talent retention efforts, (iii) increasing our hiring of diverse talent and women, and (iv) creating an even more inclusive workplace. We worked to meet these challenges while maintaining our commitment to our customers, our employees, and the communities in which we operate, while being guided by Livent's core values:

•Safety First. We put safety at the forefront of everything we do. Simply put: the safety of everyone is everyone's responsibility.

•Be Responsible. We act ethically and honestly and advance responsible and sustainable practices in all aspects of our business.

•Constantly Innovate. We move the world forward and strive to constantly innovate through agile thinking, our industry-leading material science expertise, and an intimate understanding of our core element: lithium.

•Celebrate Differences. We celebrate our differences in perspective, background, and expertise, empowering our employees to be authentic and transparent. By encouraging employees to bring their full selves to work, we make Livent more dynamic.

•Thrive with Customers. Customers are at the heart of everything we do. By listening to and learning from them, we work together to build better lithium technologies.

Board of Directors’ Oversight of the HCM Process

20Arcadium Lithium’s Compensation Committee ("Compensation Committee") is responsible for assisting the Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management, including, but not limited to, those policies and strategies regarding corporate culture, talent and employment practices. In 2024, we enhanced our HCM data tracking approach to include a monthly dashboard reported to executive and global HR leaders, the result of which has been more consistent people and talent insights to be used in identifying and addressing workforce needs. These analytics support the Compensation Committee and Board in making more informed decisions impacting all areas of HCM.

~~Table~~Employee ofSafety, ~~Contents~~ Health, & Wellbeing

~~Livent's~~Arcadium ~~Compensation~~Lithium ~~and~~continues ~~Organization~~to ~~Committee~~assess ~~("Compensation~~risk, ~~Committee")~~practice ~~was responsible for assisting the Board in its oversight of the development~~prevention, ~~implementation~~ and ~~effectiveness~~focus ofon ~~our~~safety. ~~policies~~In ~~and strategies relating to our human capital management function~~2024, ~~including,~~we ~~but~~provided ~~not~~global ~~limited~~safety ~~to,~~campaigns ~~those~~focused ~~policies~~on ~~and~~promoting ~~strategies~~safe ~~regarding~~behaviors. ~~corporate~~We ~~culture,~~communicated ~~talent~~safe ~~acquisition~~practices ~~and~~that ~~retention,~~can ~~pay~~be ~~equity,~~followed ~~career~~at ~~development~~work and ~~employment~~home ~~practices.~~to ~~The~~reduce ~~Sustainability Committee of Livent's Board was responsible for assisting~~ the ~~Board~~likelihood ~~in its oversight~~ of ~~our Corporate Social Responsibility programs, including those relating to community, health and safety, human rights, responsible supply chain, and DE&I~~injuries. InWe ~~2023, we~~ continued ~~to provide~~ the ~~Board,~~focus ~~Sustainability~~on ~~Committee~~safe ~~and~~behaviors ~~Compensation~~with ~~Committee~~a ~~with~~campaign anto ~~HCM~~reinforce ~~dashboard~~the ~~designed~~recognition toof ~~help~~stop ~~them~~work ~~make~~triggers ~~informed~~that ~~decisions~~we ~~impacting~~may ~~all~~encounter ~~areas~~during ofour ~~HCM~~work activity.

We continued activities for the integration of the Livent and Allkem Employee Health & Safety management systems to build upon the best practices of each organization and continue our drive for continuous improvement. A significant achievement in this effort was the integration of our electronic incident reporting system into one platform. Through these systems we engage our employees, ~~Health~~suppliers, customers, and ~~Wellbeing~~key stakeholders to identify and mitigate risks to drive continual improvement in our safety, health, and environmental performance. Globally, we reported four recordable injuries in 2024.

~~Livent~~Workforce ~~continues~~Demographics ~~to assess risk, practice prevention,~~ and put safety above all else through our actions. In 2023, we initiated global safety campaigns focused on promoting safe behaviors. The campaigns reinforced the importance of making good choices. The decisions and choices each of us make every day impact the overall safety of the site and the people who work on it. We continued the focus on safe behaviors with a campaign to reinforce the recognition of stop work triggers that we may encounter during our work activity.Culture

WeFollowing ~~continued~~the toAllkem ~~comply~~Livent ~~with~~Merger, ~~established~~Arcadium ~~standards~~Lithium atnow ~~manufacturing~~operates ~~facilities~~across ~~resulting~~an inexpanded ~~continued~~geographic ~~ISO~~footprint, ~~certifications~~including atArgentina, ~~our~~Canada, ~~global locations. In addition~~Australia, ~~we successfully continued our certification with revalidation of our global facilities with~~ the U.S., ~~Customs~~Asia, ~~Trade~~and ~~Partnership~~Europe. ~~Against~~As ~~Terrorism~~of ~~and~~December ~~the~~31, ~~Trade~~2024, ~~Compliance~~the ~~program.~~combined ~~Through~~workforce ~~these~~totaled ~~systems~~approximately we2,604 ~~engage our~~ employees, ~~suppliers~~reflecting full-time, ~~customers~~part-time, ~~and~~temporary ~~key stakeholders to identify~~ and ~~mitigate~~contract ~~risks~~workers. toArgentina ~~drive~~remains ~~continual~~the ~~improvement~~only incountry ~~our~~with ~~safety,~~a ~~health,~~unionized ~~and environmental performance. Globally~~workforce, weaccounting ~~reported~~for ~~four~~approximately ~~recordable~~673 ~~injuries~~union ~~in 2023~~members.

InArcadium ~~2023,~~Lithium weis ~~continued~~committed ~~providing~~to ~~programs~~fostering toa ~~support~~dynamic ~~our~~organization ~~employees’~~where ~~mental~~all ~~and~~individuals ~~emotional~~are ~~wellbeing.~~valued, ~~Our~~respected, ~~2023~~and ~~Mental~~provided ~~Health~~the ~~Campaign~~opportunities ~~focused~~to onthrive. ~~mental~~Through ~~health~~strategic ~~conditions~~recruitment ~~and~~partnerships, ~~factors~~quarterly ~~that~~talent ~~can~~reviews, ~~have~~and atargeted ~~substantial~~initiatives ~~effect~~to onenhance ~~all~~access ~~areas~~to ofregional ~~life~~talent pipelines, ~~such~~we asseek ~~school,~~to orcreate ~~work~~an ~~performance,~~environment ~~relationships~~that ~~with~~is ~~family~~welcoming ~~and~~of ~~friends~~differing perspectives, backgrounds, and ~~ability~~experiences. toThese ~~participate~~efforts inhave reinforced the ~~community.~~organization’s ~~The~~commitment ~~campaign~~to ~~covered~~cultivating ~~topics~~an ~~including~~empowered ~~Post~~workforce ~~Traumatic~~while ~~Stress~~supporting ~~Disorder~~talent ~~("PTSD"),~~growth ~~Suicide~~and ~~Prevention,~~retention ~~Depression~~in ~~and~~a ~~Anxiety~~competitive industry.

~~Finally,~~Talent weDevelopment ~~initiated activities for the integration of the Livent and Allkem Employee Health~~ & ~~Safety management systems to build upon the best practices of each organization and continue our drive for continuous improvement.~~ Management

~~Workforce~~We ~~Diversity,~~undertook ~~Equity~~comprehensive &evaluations ~~Inclusion~~in the first half of 2024 to optimize our learning and development platforms. This initiative focused on balancing cost efficiency with high-quality content delivery.

In 2023, Livent continued operations in the U.S., Asia, Europe and Argentina. Livent closed the sale of our manufacturing facility in Pantancheru, India in May 2023. Subsequent to the Allkem Livent Merger, combined geographic operations will expand in Argentina as well as into Canada and Australia. Argentina remains the only location with a unionized workforce, with approximately 299 of Livent's 582 legacy employees being union members. As of December 31, 2023, the following represents Livent's employee breakdown by region: Latin America 49.4%; North America 34.5%; Asia 9.6%; and Europe 6.5%. Livent's global gender makeup as of December 31, 2023 was approximately 74% male, 24% female, and 2% unspecified. The gender composition of Livent's senior leadership team as of December 31, 2023 was 45% female and 55% male, and Livent's Board composition was 22% female and 78% male. As of December 31, 2023 Livent and Allkem had a combined workforce of approximately 1,439 and 1,470 full-time, part-time, temporary, and contract employees, respectively. Subsequent to the Allkem Livent merger, our new global headcount will be approximately 2,900 full-time, part-time, temporary, and contract employees. We will continue to monitor our DE&I hiring efforts for the combined organization.

Racial diversity metrics continue to only be tracked in the U.S. In partnership with Livent's Black Employee Network Employee Resource Group ("ERG"), we deepened our relationship with a diverse engineering industry organization to increase Livent’s employer brand awareness and efforts to attract a more diverse talent pool for a variety of engineering roles. Through quarterly DE&I/talent reviews, we have also heightened awareness of our regional talent and challenged our global operations leaders to increase candidate diversity and employee retention. As of December 31, 2023, the breakdown of the racial diversity amongst Livent's U.S. employees is as follows:

2023 v. 2022* U.S. Diversity (LIVENT ONLY)

Asian

Black/African American

Hispanic

Two or More Races

Native Hawaiian or Other Pacific Islander***

White

Unspecified

21%

3% (no change)

1%** (+1%)

<1% (no change)

57% (-3%)

8% (+3%)

* # in parentheses indicates % change compared to 2022 data

** Was less than 1% in 2023

*** This is a new reportable category in the U.S. beginning in 2022

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~~Livent~~In ~~continues~~alignment towith support early talent development as part of its overall recruitment strategy. We continue to recruit college-level talent in the U.S. from a broader geographical cross-section of colleges and universities to increase our ~~diverse~~goal ~~recruitment efforts. This has resulted in hiring a total of 7 students~~ to ~~serve~~standardize ~~in co-op~~ and ~~internship~~harmonize ~~roles~~core ~~across a variety of functions. Combined with apprenticeship programs in the U.K.~~processes, ~~Argentina,~~Arcadium ~~and~~Lithium ~~Asia,~~introduced ~~Livent~~a ~~continues~~unified toperformance ~~attract~~management ~~and~~framework ~~hire~~for ~~local and Indigenous resident populations where we operate~~2024. InThis ~~2023,~~effort weensured ~~hired~~consistent ~~approximately~~performance 13evaluation ~~temporary~~standards ~~and full-time employees~~ across all ~~three~~business ~~programs,~~units ~~of which 8% were female, 38% were male~~ and ~~54%~~workforce ~~were unspecified~~segments.

~~Livent's~~Talent ~~2023~~management ~~DE&I~~processes ~~theme~~were ofpiloted ~~“Growing an Inclusive Work Environment” was supported through various global and regional initiatives~~ in ~~partnership with our Global Ethics & Compliance team~~Argentina, ~~ERGs,~~focusing regional Human Resource leaders, and external consultants. As part of our commitment to DE&I and maintaining ethical standards within our workplace, regular, full-time employees participated in trainings on ~~topics such as creating an inclusive environment;~~ identifying ~~microaggressions and implicit bias; and the importance of allyship. Livent ERGs played a~~ critical ~~role~~talent ~~in driving DE&I initiatives across the organization in 2023, continuing to demonstrate their maturity~~ and ~~capability~~enhancing tosuccession ~~attract~~planning ~~employees~~for ~~across~~key ~~the~~roles. ~~organization~~Employee ~~into~~development ~~critical~~remains ~~conversations while having~~ a ~~positive~~key ~~influence~~focus onarea ~~our~~as ~~organizational~~part ~~culture, recruitment and retention, and the communities in which we operate. This year also marked the launch~~ of ~~Livent's~~our ~~newest~~broader ~~affinity~~talent ~~group, the Free to Be You Alliance, whose mission is to support members of and promote awareness around the LGBTQ+ community~~strategy.

Livent ERG/Affinity Group	Year Formed	Mission	2023 Highlights
Black Employee NetworkERG	2020	To provide a safe space for the Black community at work to ensure Livent is inclusive at all professional levels.	•External facilitator-led trainings on embracing one’s authentic self at work and identifying microaggressions/implicit bias•Hosted “office hours” for employees to have a space to come and discuss DE&I topics with external DE&I facilitators•Represented Livent and hosted a professional networking event at the 49th Annual National Society of Black Engineers Conference
LiFT UpERG	2021	To support employees shared professional development interests.	•Launched U.S.-based Early Career Engineering Collaboration Meetings with plant leadership team•Global and regional fireside chats and communications workshops•Hosted World Day for Cultural Diversity Global Celebration
Global Women’s NetworkERG	2021	To support Livent as an inclusive place to work for women.	•International Women’s Day & Women's Leadership events•Hosted career development programs promoting effective communication skills•Sponsored breast cancer awareness events in Argentina, U.S. & U.K.•Organized various regional activities in Asia and Argentina focused on community outreach and mental health awareness
Free to Be You Alliance (LGBTQ+ Affinity Group)	2023	To foster a more supportive and inclusive workplace environment for LGBTQ+ employees and allies.	•Launched during Pride Month (June 2023)•Established 6-member global core committee to begin 2024 strategic planning

Talent Development & Management

Livent’s continued expansion efforts in Argentina and the U.S. drove key areas of our hiring efforts in 2023, particularly among our manufacturing and capital delivery functions. Livent's need to develop deeper capabilities within these areas resulted in broader, more geographically diverse talent search parameters. It also highlighted the importance of Livent managers conducting more regular talent assessments and performance conversations with their employees so that additional development areas could quickly be identified and supported as part of our overall talent retention and succession planning strategy. As such, Livent continues to challenge the approach of providing continuous learning and development opportunities for the workforce. In 2023, we filled approximately 158 jobs across all Livent functions, of which 11% were filled with internal candidates. Livent's 2023 voluntary turnover rate was 5.8%.

In 2023, Livent successfully implemented an organization-wide Learning Management System ("LMS"), providing all employees with access to a vast array of courses and learning opportunities. The LMS serves as a centralized platform for

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training and development, housing comprehensive training content from various departments. This approach ensures that employees have a single, unified platform for all their training needs, promoting efficiency and ease of access. The LMS stands as a cornerstone for holistic employee development, consolidating diverse training resources under one roof for the benefit of our workforce.

In conjunction with the LMS, we partnered with LinkedIn Learning to significantly enrich our learning ecosystem. Employees now have access to a vast array of courses and cutting-edge content curated by industry experts. The combined impact of the LMS and LinkedIn Learning has aligned our workforce with industry best practices and emerging trends, contributing to individual growth and organizational effectiveness.

Compensation, Pay Equity & Benefits

~~Livent~~Arcadium ~~recognizes~~Lithium ~~the~~is ~~importance~~committed ofto ~~maintaining~~offering competitive compensation and benefits programs to ~~be able to~~ attract and retain ~~the~~top talent ~~needed~~while tomeeting ~~meet~~evolving ~~the~~business ~~demands~~needs. ofIn ~~our~~2024, ~~evolving~~the ~~business~~company ~~and~~enhanced ~~industry~~its aspay-for-performance ~~well~~approach aswith ~~meet~~updated ~~the~~short- ~~needs~~and oflong-term ~~all~~incentive ~~our~~programs, ~~employees.~~unifying Welegacy ~~achieve~~plans ~~this~~for bygreater ~~maintaining global~~ market competitiveness. ~~through~~Global ~~our~~benefits ~~annual~~were ~~pay~~also ~~for~~reviewed ~~performance~~and ~~programs~~enhanced, ~~which~~with ~~includes~~new ~~annual~~mental ~~merit~~health ~~adjustments~~support in Asia, short -term disability, and ~~long-term~~parental ~~incentives~~leave asprograms ~~well~~in asCanada, ~~retention~~and ~~initiatives~~continued improvements to U. S. offerings like health insurance, savings accounts, and wellness incentives.

In 2023, Livent implemented the following enhancements to its compensation and benefits programs:

•Identified a need to evaluate the short-term incentive program. Implemented changes at the beginning of 2023 which enhanced market competitiveness and improved recruiting and retention efforts.

•Implemented SimplyMerit, a cloud-based HR compensation management tool, in January which enhanced managers' planning capabilities and streamlined the year-end compensation planning process.

•Participated in an Argentina peer group study to see how the compensation and benefit programs compared and implemented appropriate improvements.

•Evaluated global benefits offerings (which vary by country/region and employment classification) to offer enhancements that are responsive to the needs of employees while balancing the costs to be borne by the organization and employees. U.S. benefits include tax-deferred savings programs; medical, prescription drug, vision, and dental insurance; health savings and flexible spending accounts; life and accident insurance; short and long-term disability insurance; an employee assistance program; paid time off; family leave; and wellness incentives. Livent continues to monitor costs year-over-year and makes efforts to negotiate benefits packages that are affordable to all eligible employees. For the 2023 plan year, Livent implemented a more robust mental health benefit in the U.S. that includes an enhanced diverse network of providers tailored to the specific needs of our employees and their dependents.

•Across all our regional locations, Livent continued to promote a variety of health and wellness programs aimed at heightening awareness around mental health, maintaining healthy, active lifestyles for our employees and their families. For U.S. employees, we introduced Lyra Health, a comprehensive mental health program that offers personalized support, therapy, and resources to enhance mental well-being. Participation in mental health services through this new platform increased to 10% compared to less than 1% in prior years. Recognizing the global importance of mental health and success of the program in the U.S., we plan to extend the implementation of Lyra Health to Asia in 2024.

Social Responsibility

Livent remains committed to strong corporate social responsibility ("CSR") principles and incorporates them into all aspects of the business, tracking their impact in the communities in which we operate. Our CSR focus includes occupational health and safety; employee experience, engagement, and development; DE&I; community involvement and development; environmental actions; and human rights.

Supply Chain Human Capital Management Safeguards

Livent is committed to the objective of ensuring there is no modern slavery in our supply chains or in our business. Through our Human Rights Policy, Supplier Code of Conduct, Supplier Sustainability Policy and other internal policies, our supply chain initiatives and screening processes, and employee training, we are committed to sourcing components and materials from companies that share our values regarding respect for human rights, integrity, and environmental responsibility. We will continue to act ethically and with integrity in all our business relationships to implement and enforce effective systems and controls to prevent modern slavery in our supply chains.

Sustainability & Environmental Priorities

Sustainability remains a top priority for Livent. Livent’s 2022 Sustainability Report (published in July 2023) highlighted the theme "Reimagining Possibilities", representing our continued commitment to exploring socially responsible, ethical and environmentally conscious methods of pursuing our global expansion efforts. Subsequent to the Allkem Livent Merger, we will

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develop a sustainability strategy for the combined company. A copy of Livent's Sustainability Report can be found in the section captioned "Sustainability" on our website at www.arcadiumlithium.com. The information contained on, or that can be accessed through, our website is not a part of or incorporated by reference in this Annual Report on Form 10-K.

Community Involvement & Development

Livent believes our success is dependent upon the trust and partnership we build with our local communities. We encourage our employees globally to become sound corporate citizens and engage in community outreach in the regions in which we operate. We support our communities around the world through a range of activities, including employee volunteerism, infrastructure development, local capacity building and philanthropic giving. Community engagement activities across Livent focus on promoting safety, STEM (science, technology, engineering and mathematics) education, health and nutrition and poverty alleviation. Globally, each Livent facility runs its own community engagement activities based on the understanding of local needs. Additional information regarding our community outreach efforts can be found in the section captioned "Sustainability" on our website at www.arcadiumlithium.com. The information contained on, or that can be accessed through, our website is not a part of or incorporated by reference in this Annual Report on Form 10-K.

Code of Ethics and Business Conduct

We are governed by a Code of Ethics and Business Conduct that applies to all directors, officers ~~(including our Chief Executive Officer~~, ~~Chief Financial Officer, and Controller),~~ employees, suppliers, and contractors in their work on behalf of the Company. ~~The~~A ~~current~~copy of our Code of Ethics and Business Conduct ~~was~~can ~~adopted~~be ~~upon~~found ~~the~~in ~~consummation of~~ the ~~Allkem~~section ~~Livent~~captioned ~~Merger~~"Corporate ~~and~~Governance" ~~governs~~on ~~the~~our ~~combined~~website ~~organization~~at www.arcadiumlithium.com. ~~See~~The ~~Item~~information ~~10.~~contained ~~Directors~~on, ~~Executive~~or ~~Officers~~that ~~and~~can ~~Corporate~~be ~~Governance~~accessed through, ~~for~~our ~~more~~website ~~information~~is ~~about~~not ~~our~~a ~~Code~~part of ~~Ethics~~or ~~and~~incorporated ~~Business~~by ~~Conduct~~reference in this Annual Report on Form 10-K.

A copy of our Code of Ethics and Business Conduct can be found in the section captioned "Corporate Governance" on our website at www.arcadiumlithium.com. The information contained on, or that can be accessed through, our website is not a part of or incorporated by reference in this Annual Report on Form 10-K.22

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ITEM 1A. RISK FACTORS

In the course of conducting our business operations we are exposed to a variety of risks, some of which are inherent in our industry and others of which are more specific to our own business. The discussion below addresses the material factors we are currently aware of that could affect our business, results of operations and financial condition and could make an investment in the Company speculative or risky.

Summary Risk Factors:

Our business is subject to a number of risks and uncertainties, including those highlighted immediately following this summary. Some of these risks include:

•The Rio Tinto Transaction Agreement is subject to a number of conditions, and the Rio Tinto Transaction Agreement may be terminated in accordance with its terms. As a result, the timing surrounding the closing of the Rio Tinto Transaction is uncertain and there is a risk that the Rio Tinto Transaction may not be completed.

•The termination of the Rio Tinto Transaction Agreement could negatively impact us and, in certain circumstances, could require us to pay a termination fee to Rio Tinto.

•The pendency of the Rio Tinto Transaction could adversely affect our business, results of operations, and financial condition.

•While the Rio Tinto Transaction Agreement is in effect, we are subject to standard restrictions on our conduct and business activities, which could adversely affect our business, financial results, financial condition or share price.

•There may be shareholder class actions or derivative actions, which could result in substantial costs and may delay or prevent the Rio Tinto Transaction from being completed.

•We are limited to ordinary course working capital strategies under the Rio Tinto Transaction Agreement.

•Our integration of the businesses of Livent and Allkem may be more difficult, costly or time-consuming than expected and our failure to realize the cost savings, synergies and other benefits anticipated from the Allkem Livent Merger may materially and adversely affect our future results and market value of our shares.

•Our growth depends upon the continued growth in demand for lithium and high-performance lithium compounds.

•~~Our~~Exploration ~~inability~~projects toinvolve ~~acquire~~many ~~or develop additional reserves that are economically viable~~risks, ~~including~~require ~~through~~substantial ~~exploration,~~expenditures ~~development~~and ormay ~~acquisition,~~not orresult ~~otherwise~~in ~~replace~~ the ~~mineral~~discovery ~~resources~~of ~~used~~sufficient inadditional ~~production~~resources ~~could~~that ~~have~~can abe ~~material~~extracted ~~adverse effect on our performance and future growth~~profitably.

•Our business depends on the existence, availability and profitability of mineral resources and mineral and ore reserves, and determining such existence, availability and profitability is done by estimates, which are subject to inherent uncertainties.

•Production expansion efforts are complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.

•The development of our facilities is subject to the risk of unexpected difficulties or delays.

•We may make future acquisitions which may be difficult to integrate, divert management and financial resources and result in unanticipated costs.

•Our research and development efforts may not succeed, and our competitors may develop more effective or successful products.

•Lithium prices have been volatile and may continue to be volatile, especially due to changes in demand-supply balance and the demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our ability to develop them successfully.

•We derive a substantial portion of our revenue from a limited number of customers, and the loss of, or a significant reduction in orders from, a large customer could have a material adverse effect on our business and operating results.

•We face competition in our business.

•The development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our prospects and future revenues.

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•Our operations and expansion plans may require additional funding or capital and we may have difficulty accessing global capital and credit markets.

•Our lithium extraction and production operations, particularly in Argentina, expose us to specific political, financial and operational risks.

•Our operations and suppliers may be subject to physical and other risks, including severe weather events, natural disasters, epidemics, pandemics, and other catastrophic events beyond our control could disrupt production, may not be fully covered by insurance.

•Severe weather events and the effects of climate change are inherently unpredictable and may have a material adverse effect on our business.

•We may not satisfy customer qualification processes or customer or government quality standards and could be subject to damages based on claims brought against us or lose customers as a result of the failure of our products to meet certain quality standards.

•Global economic conditions, including inflation, fluctuations in the price of energy and certain raw materials could have an adverse effect on our business.

•Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.

•Our joint ventures, affiliated entities and contract manufacturers may not operate according to their business plans, and our partners may fail to fulfill their obligations, which could adversely affect our results of operations and may force us to dedicate additional financial or other resources to these joint ventures, affiliates and contract manufacturers.

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force us to dedicate additional financial or other resources to these joint ventures, affiliates and contract manufacturers.

•We are subject to extensive and dynamic environmental and other laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business.

•Our operations are limited by our reliance on obtaining and complying with licenses, permits and other approvals required in order to operate and conduct business.

•The IRS may not agree that we are a non-U.S. corporation for U.S. federal income tax purposes as a result of the Allkem Livent Merger.

•Significant demands will be placed on our financial controls and reporting systems as a result of the Allkem Livent Merger.

•Our business and operations could suffer in the event of cybersecurity breaches or disruptions to our information technology systems, as well as those of third parties throughout our global supply chain.

•We are subject to various laws, rules, regulations and guidelines relating to data privacy and/or the use and processing of personal information.

Additional factors that could affect our business, results of operations and financial condition are discussed in the Special Note Regarding Forward-Looking Information at the end of this section. However, other factors not discussed below or elsewhere in this Annual Report on Form 10-K could also adversely affect our business, results of operations and financial condition. Therefore, the risk factors below should not be considered a complete list of potential risks that we may face.

Any risk factor described in this Annual Report on Form 10-K or in any of our other SEC filings could by itself, or together with other factors, materially adversely affect our liquidity, competitive position, business, reputation, results of operations, capital position or financial condition, including by materially increasing our expenses or decreasing our revenues, which could result in material losses.

Among the factors that could have an impact on our ability to achieve operating results and meet our other goals are:

Risks Relating to the Rio Tinto Transaction:

The completion of the Rio Tinto Transaction contemplated by the Rio Tinto Transaction Agreement is subject to a number of conditions, and the Rio Tinto Transaction Agreement may be terminated in accordance with its terms. As a result, the timing surrounding the closing of the Rio Tinto Transaction is uncertain and there is a risk that the Rio Tinto Transaction may not be completed.

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On October 9, 2024, we entered into the Rio Tinto Transaction Agreement with Rio Tinto. The Rio Tinto Transaction Agreement provides that pursuant to the Scheme under the Companies (Jersey) Law 1991, at the effective time, all of our ordinary shares, par value $1.00 per share (the "Company Shares"), including the Company Shares represented by CHESS depositary interests issued by us and listed on the securities exchange operated by ASX Limited, then outstanding will be transferred from our shareholders to Buyer (or an affiliate of Buyer designated by Buyer in accordance with the terms of the Scheme) in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share.

The completion of the Rio Tinto Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Rio Tinto Transaction Agreement, including, among others: no governmental entity of a competent jurisdiction having issued any order that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Rio Tinto Transaction and no governmental entity having jurisdiction over any party having adopted any law that is in effect and makes consummation of the Rio Tinto Transaction illegal or otherwise prohibited; the representations and warranties of each of the Company and Parent being true and correct to the extent required by, and subject to the applicable materiality standards set forth in, the Rio Tinto Transaction Agreement; each of the Company, Parent and Buyer having in all material respects performed the obligations and complied with the covenants required to be performed or complied with by it under the Rio Tinto Transaction Agreement; and there having been no material adverse effect (as defined in the Rio Tinto Transaction Agreement). The timing surrounding whether these conditions will be satisfied or waived, if at all, is uncertain. Additionally, other events could intervene to delay or result in the failure to close the Rio Tinto Transaction.

The termination of the Rio Tinto Transaction Agreement could negatively impact us and, in certain circumstances, could require us to pay a termination fee to Rio Tinto.

If the Rio Tinto Transaction Agreement is terminated in accordance with its terms and the Rio Tinto Transaction is not completed, our ongoing business may be adversely affected by a variety of factors, including the failure to pursue other beneficial opportunities during the pendency of the Rio Tinto Transaction, the failure to obtain the anticipated benefits of completing the Rio Tinto Transaction, the payment of certain costs relating to the Rio Tinto Transaction and the focus of our management on the Rio Tinto Transaction for an extended period of time rather than on ongoing business matters or other opportunities or issues. Our stock price may fall as a result of any such termination, to the extent that the current price of our shares reflects a market assumption that the Rio Tinto Transaction will be completed (although this is difficult to predict with any certainty). In addition, the failure to complete the Rio Tinto Transaction may result in negative publicity or a negative impression of us in the investment community and may affect our relationship with employees, customers, suppliers, vendors and other partners.

We may be required to pay Rio Tinto a termination fee equal to $200 million if the Rio Tinto Transaction Agreement is terminated under certain circumstances specified in the Rio Tinto Transaction Agreement relating to, among other things, if we receive a competing transaction proposal, and, within 12 months after the date of termination, we enter into a definitive agreement with respect to, or consummate, a change of control transaction with any party. If the Rio Tinto Transaction Agreement is terminated and we determine to seek another business combination or strategic opportunity, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Rio Tinto Transaction.

The pendency of the Rio Tinto Transaction could adversely affect our business, results of operations, and financial condition.

The pendency of the Rio Tinto Transaction could cause disruptions in and create uncertainty surrounding our business, including by affecting our relationships with our existing and future customers, suppliers, vendors, partners, and employees, and our standing with local communities, regulators, and other government officials. This could have an adverse effect on our business, results of operations and financial condition, as well as the market price of our shares, regardless of whether the Rio Tinto Transaction is completed. In particular, we could potentially lose important personnel who decide to pursue other opportunities as a result of the Rio Tinto Transaction. Any adverse effect could be exacerbated by a prolonged delay in completing the Rio Tinto Transaction. We could also potentially lose customers, suppliers or vendors, existing customers, suppliers or vendors may seek to change their existing business relationships or renegotiate their contracts with us or defer decisions concerning us and potential customers, suppliers, or vendors could defer entering into contracts with us, each as a result of uncertainty relating to the Rio Tinto Transaction. In addition, in an effort to complete the Rio Tinto Transaction, we have expended, and will continue to expend, significant management resources on matters relating to the Rio Tinto Transaction, which are being diverted from our day-to-day operations, and significant demands are being, and will continue to be, placed on

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our managerial, operational and financial personnel and systems in connection with efforts to complete the Rio Tinto Transaction.

The pendency of the Rio Tinto Transaction also presents significant cybersecurity risks. Third parties may seek unauthorized access to sensitive information prior to the consummation of the transaction. Any data breaches and cyber incidents could harm our reputation and result in legal and financial liabilities.

While the Rio Tinto Transaction Agreement is in effect, we are subject to standard restrictions on our conduct and business activities, which could adversely affect our business, financial results, financial condition or share price.

Under the Rio Tinto Transaction Agreement, we are subject to a range of standard restrictions on the conduct of our business and generally must operate our business in the ordinary course of business consistent with past practice prior to completing the Rio Tinto Transaction. These restrictions may constrain our ability to pursue certain business strategies outside the ordinary course. In circumstances where these restrictions are engaged, they may also prevent us from pursuing otherwise attractive business opportunities, making acquisitions and investments or making other changes to our business prior to the completion of the Rio Tinto Transaction or the termination of the Rio Tinto Transaction Agreement. Were there to be any such lost opportunities they may lead to an adverse effect on our business, financial results, financial condition or our share price.

There may be shareholder class actions or derivative actions, which could result in substantial costs and may delay or prevent the Rio Tinto Transaction from being completed.

Shareholder class action lawsuits or derivative lawsuits are often brought against companies that have entered into transaction agreements. Such litigation can be costly and time consuming and can create uncertainty. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Rio Tinto Transaction, then that injunction may delay or prevent the Rio Tinto Transaction from being completed.

One of the conditions to consummating the Rio Tinto Transaction is that no governmental entity has enacted any law or issued any order restraining, enjoining or otherwise prohibiting the consummation of the Rio Tinto Transaction. Consequently, if a party secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting our, Parent’s or Buyer’s ability to complete the Rio Tinto Transaction on the terms contemplated by the Rio Tinto Transaction Agreement, then such law or injunctive or other relief may prevent consummation of the Rio Tinto Transaction in a timely manner or at all. These lawsuits also have the potential to negatively impact our reputation.

We are limited to ordinary course working capital strategies under the Rio Tinto Transaction Agreement.

The Company has incurred negative cash flow from operating and investing activities of $176.0 million and $445.3 million, respectively, for the year ended December 31, 2024. Our prospective success in funding our cash needs will depend on the strength of the lithium market and our continued ability to generate cash from operations and raise capital from other sources. The Company’s ability to continue developing its portfolio of expansion projects is dependent on, among other factors, whether the Company can obtain the necessary financing through a combination of, but not limited to, the issuance of debt financing, equity, government funding, and financing and/or prepayments from existing or future customers. Pursuant to the Rio Tinto Transaction Agreement, while the Rio Tinto Transaction is pending, as is standard, we are restricted or prohibited from certain non-ordinary course capital expenditures without the consent of Rio Tinto and are required to use commercially reasonable efforts to continue our existing expansion plans. Additionally, during that same time, we are subject to various restrictions under the Rio Tinto Transaction Agreement on non-ordinary course raising of additional capital, issuing additional equity or debt, and pursuing certain activities that could use significant amounts of our liquidity, including assuming or incurring additional debt, repurchasing equity, and entering into certain acquisition and disposition transactions, among other restrictions without the consent of Rio Tinto, which is not to be unreasonably withheld. We are permitted to continue to borrow under our Revolving Credit Facility, under existing project financing arrangements, and in connection with letters of credit entered into in the ordinary course of business. Rio Tinto has agreed to cooperate with the Company to facilitate any necessary or appropriate actions and arrangements with respect to the Company's indebtedness in anticipation of the Rio Tinto Transaction. The Rio Tinto Transaction Agreement also contains standard prohibitions on the Company’s ability to pursue working capital financing strategies outside the ordinary course that otherwise may be available to us before Closing, and the Pari Passu Term Loan limits our ability to manage the timing and amount of certain capital expenditures. If the transaction does not close, limitations would cease on the Company’s ability to manage its working capital strategies. In that case, there is no assurance that the Company will be successful in attracting additional funding. Even if additional financing is available, it may not be available on terms favorable to the Company. Failure to secure additional financing on favorable terms when it becomes required would have an adverse effect on the Company’s financial position and on its ability to execute its business plan. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment.

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Accordingly, our independent registered public accounting firm stated in their report on our annual financial statements for the fiscal year ended December 31, 2024, that these conditions raise substantial doubt about our ability to continue as a going concern.

Growth Strategy Risks:

Our company is the result of a merger of two companies with expansive operations across the world and failure to realize the cost savings, synergies and other benefits anticipated from the Allkem Livent Merger may materially and adversely affect our future results and market value of our shares.

Our company is the result of the Allkem Livent Merger, which was consummated on January 4, 2024, the rationale for which included a variety of benefits and potential cost and other synergies. If we are not able to successfully combine the businesses of Livent and Allkem in an efficient and effective manner, the anticipated benefits and synergies of the transaction may not be realized fully, or at all, may take longer to realize, or may cost more to achieve, than expected, and the value of our shares may be adversely affected. Our inability to realize the full extent of the anticipated benefits of the transaction, as well as any delays encountered in the integration process, could also have a material adverse effect on our revenues, level of expenses and operating results.

Our integration of the businesses of Livent and Allkem may be more difficult, costly or time-consuming than expected, which may materially and adversely affect our future results and negatively affect the value of our shares.

We ~~must~~are ~~successfully~~continuing to combine the predecessor businesses of Livent and Allkem in a manner that permits anticipated benefits to be realized. The combination of two large, previously independent companies is a complex, costly and time-consuming process. As a result, the ~~combined~~Company ~~company~~is ~~will~~currently bedevoting ~~required to devote~~ significant management attention and resources to integrating the business practices and operations of Livent and Allkem. The integration process may disrupt the business of ~~either or both of~~ the ~~companies~~Company and, if implemented ineffectively, could preclude realization of the full benefits previously expected by Livent and Allkem from the transaction. The failure of the ~~combined~~Company ~~company~~ to meet the challenges involved in successfully integrating the management and certain predecessor operations of Livent and Allkem or otherwise to realize the anticipated benefits of the transaction could cause an interruption of the activities of the ~~combined~~Company ~~company~~ and could materially and adversely affect our results of operations. In addition, the overall integration ~~of the two companies~~ may result in material unanticipated problems, expenses, liabilities, competitive responses, costs relating to implementation of the transaction, loss of client relationships and diversion of management’s attention, which may cause our stock price to decline. The difficulties of combining the operations of ~~the~~Livent ~~companies~~and Allkem include, among others:

•managing a significantly larger company;

•coordinating geographically dispersed organizations;

•the potential diversion of management focus and resources from other strategic opportunities and from operational matters;

•aligning and executing the new strategy of the ~~combined company~~Company;

•retaining existing customers and attracting new customers;

•maintaining employee morale and retaining key management and other employees;

•integrating two business cultures, which may prove to be incompatible;

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•coordinating the work of an integrated workforce and certain third-party vendors;

•the possibility of faulty assumptions underlying expectations regarding the integration of certain operations;

•consolidating certain corporate and administrative infrastructures and eliminating duplicative operations;

•consolidating sourcing and procurement logistics with respect to key raw materials;

•challenges inherent in ensuring compliance with applicable laws and regulations across a greater number of jurisdictions;

•unforeseen expenses or delays associated with the transaction; and

•any actions that may be required in connection with obtaining regulatory approvals (or complying with conditions attaching to any regulatory approvals).

Many of these factors will be outside of our control and any one of these factors could result in increased costs, decreased revenues and diversion of management’s time and energy, which could materially and adversely impact our business, financial condition and results of operations. As discussed above, even if the prior operations of Livent and Allkem are integrated successfully, we may not realize the full benefits of the Allkem Livent Merger, including the synergies, cost savings or revenue or growth opportunities that we expect.

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Our growth depends upon the continued growth in demand for lithium and high-performance lithium compounds.

Our business relies on the production and processing of lithium and we are one of a few producers of multiple performance lithium compounds. Our growth depends on current lithium market conditions, which are currently characterized by over supply, a slower rate of demand growth than in the recent past, strong competition, greater vertical integration by end users, geopolitical tensions over supply chains, and certain macroeconomic headwinds, resulting in lower pricing. Our performance lithium compounds are a critical input in current and next generation batteries used in electric vehicle, including plug-in hybrid, applications, as well as in synthesis of pharmaceuticals and polymers. Our growth in ~~this~~these ~~area~~areas is dependent upon the continued adoption by consumers of electric vehicles, the rate of development and adoption of lithium-based battery technologies, ~~including next generation high nickel battery technologies in some electric vehicle segments,~~ as well as the rate of growth of certain pharmaceuticals and polymers. If the market for electric vehicles does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition and results of operations will be affected. The market for electric vehicles is relatively new, rapidly evolving, and could be affected by numerous factors, such as:

•potential bottlenecks and inventory imbalances in the EV supply chain, battery materials, semiconductor chips, or otherwise, causing less EV adoption and market penetration, and resulting in weaker lithium demand;

•government regulations and automakers’ responses to those regulations and regional market dynamics (including fleet electrification roadmaps, battery technology choices, conditions for sourcing upstream raw material, vehicle CO2 emissions targets, and an increased focus on plug-in hybrid vehicles);

•tax and economic incentives (including the size and possible withdrawal of those incentives);

•rates of consumer adoption, which are driven in part by perceptions about electric vehicle features (including range per charge), quality, reliability, safety, performance, cost and charging infrastructure;

•competition, including from other types of alternative fuel vehicles, hybrid vehicles, and high fuel-economy internal combustion engine vehicles; and

•volatility in the cost of battery materials, oil and gasoline.

~~Our~~Exploration ~~inability~~projects toinvolve ~~acquire~~many ~~or develop additional reserves that are economically viable~~risks, ~~including~~require ~~through~~substantial ~~exploration,~~expenditures ~~development~~and ormay ~~acquisition,~~not orresult ~~otherwise~~in ~~replace~~ the ~~mineral~~discovery ~~resources~~of ~~used~~sufficient inadditional ~~production~~resources ~~could~~that ~~have~~can abe ~~material~~extracted ~~adverse effect on our performance and future growth~~profitably.

Our currently defined lithium reserves will decline as we continue to extract these raw materials and our mineral resource base may decline if mineral resources are mined without adequate replacement. Accordingly, our future operations depend upon our ability to define additional lithium reserves that are economically viable to replace the reserves we extract, including through the exploration and discovery of new resources, the development of potential resources or making acquisitions, each of which is subject to numerous factors beyond our control and come with a great degree of uncertainty.

Similar to other mineral resources, exploration and development of lithium resources has inherent uncertainties. Exploration projects involve many risks, require substantial expenditures and may not result in the discovery of sufficient additional resources that can be extracted profitably. We currently conduct exploration activities at several project sites, and current or future exploration programs may not successfully define new mineral resources. These exploration activities are highly speculative because whether a mineral resource is commercially viable depends on, among other things, the particular attributes of the deposit, such as size, grade and quality, as well as external factors such as proximity of the mineral resource to infrastructure, operating costs, commodity prices, government regulation, our ability to obtain necessary licenses or permits from relevant authorities, and other restrictions, all of which may require significant expenditures and involve numerous factors beyond our control. Once a site with potential resources is discovered, it may take several years for economic and technical studies to determine whether development is possible. During this time, the economic viability of production may change, and substantial expenditures may be required to establish recoverable proven and probable reserves and to construct extraction and production facilities.

As a result, there is no assurance that current or future exploration programs, including those at our Sal de Vida, Cauchari and ~~James~~Galaxy ~~Bay~~ properties and our jointly owned ~~Whabouchi~~Nemaska ~~Mine~~Lithium ~~property~~Project (operated through NLI), will be successful. There is a risk that future discoveries or acquisitions of new reserves will not offset the depletion of existing mineral reserves.

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Our operations, results of operations and financial condition are dependent on the existence, availability and profitability of mineral resources and mineral and ore reserves, and determining such existence, availability and profitability is done by estimates, which are subject to inherent uncertainties.

Our reported mineral resources and ~~mineral and ore~~ reserves are expressions of professional judgment based on industry standards and practice, experience and knowledge, and are estimates only. Estimates of mineral resources and mineral reserves are inherently imprecise and depend to some extent on interpretations which may prove inaccurate. No assurance can be given that the estimated mineral resources and mineral and ore reserves are accurate or that the indicated level of lithium or any other mineral will be produced.

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Estimates of mineral resources and mineral reserves are largely based on interpretations of geological data obtained from drill holes and other sampling techniques. Estimates may change significantly when new information becomes available and are only current at the effective date of the estimate. Actual mineralization or geological conditions may differ from those predicted, thereby highlighting the importance of reconciliation to actual production.

Additionally, no assurance can be made that any or all of our inferred mineral resources will be converted to a higher confidence resource category or will eventually become mineral reserves. Further, although our processing and manufacturing plants continue to target improvements in consistency and quality of products, they may be unable to meet production targets. Any significant difference between our mineral reserve estimates and realized production may have an adverse effect on our operations, results of operations and financial condition.

The mineral resources and reserves in this Annual Report are reported as of December 31, ~~2023~~2024, based on technical report summaries prepared by qualified persons (as such term is defined in Regulation S-K Subpart 1300).

~~We acquired all of Allkem's interests in its mineral properties on January 4, 2024, upon the completion of the Allkem Livent Merger.~~ Certain assumptions and methods used in determining mineral resources and mineral reserves for the predecessor Livent’s and Allkem’s properties ~~as of December 31~~differ, ~~2023 differed,~~ including with respect to interpolations between measured concentrations, timeframes for establishing proven or probable reserves, anticipated expenditures, and long-term pricing. For additional information, see Item 2. Properties, below. We intend to harmonize the assumptions, particularly with respect to economic modeling, that we provide to qualified persons who prepare the mineral property technical report summaries determining mineral resources and reserves across all of our mining properties in the future. Although we believe the key assumptions used in the technical report summaries referenced in this Annual Report to measure mineral resources and reserves were accurate in all material respects aswhen ~~of December 31~~made, ~~2023 (the date as of which resources and reserves are reported in this Annual Report),~~ changes in assumptions (such as to product pricing or costs of production) resulting from such harmonization efforts, together with subsequent developments, could result in changes, including declines, in our reported mineral resources and reserves, which may be material and could negatively affect our results of operations, financial condition, stock price and prospects.

Various factors, such as commodity price fluctuations and increased production costs, capital expenditure and investment costs, may also render our mineral resources and mineral reserves unprofitable and uneconomic to develop at a particular site or for a period of time. Additionally, estimated mineral resources and mineral reserves may have to be re-estimated based on future economic conditions and actual production experience. For example, ~~after~~since ~~the~~completing ~~completion of~~ the Allkem Livent Merger, we are reviewing our production and investment plans at certain of our mineral properties to reflect the current lithium market environment, which could impact the timing, cost or size of production expansions. These developments are not reflected in the technical report summaries referenced in or the mineral reserves as of December 31, ~~2023~~2024 reported in this Annual Report. It is possible that new or unforeseen developments lead to further contemplated adjustments or that the qualified persons who prepared the technical report summaries referenced in this Annual Report determine that such developments warrant a decrease in reserves in future periods. Such developments or changes in any of these factors may require us to reduce the reported amounts of mineral resources and mineral and ore reserves, which may negatively impact our operations, results of operations, financial condition and prospects.

Production expansion efforts are complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties.

In order to meet ~~growing and~~ forecasted demands for lithium and our performance lithium compounds, particularly lithium hydroxide, we intend to expand our lithium carbonate and lithium hydroxide capacities when warranted by market conditions or long-term customer commitments. We are undergoing a sequential expansion of annual lithium carbonate production at our existing operations in Salar del Hombre Muerto and Sal de Vida in Argentina in addition to seeking alternative lithium resources. Expansion projects are complex undertakings, and there can be no assurance that we will be able to complete these projects within our projected budget and schedule or that we will be able to achieve the anticipated benefits from them. For example, our expansion efforts to date have progressed at a slower pace and at higher costs than originally contemplated, and we have also delayed these expansion efforts due to current lithium market conditions. Unforeseen technical, construction or equipment difficulties, lack of adequate water or energy, regulatory requirements (including permits), competition for, and scarcity of, labor and construction materials among competing regional projects, labor or civil/political unrest, community relations, logistical issues, local hiring and procurement policies and requirements, adverse weather conditions and other catastrophes, such as explosions, fires, seismic and volcanic activity, tsunamis, floods and other natural disasters and/or increasing costs and extended delivery times for new equipment could increase the cost of these projects, delay the projects or render them infeasible. There may be other future unforeseen events impacting the development of our facilities and some of these challenges may be difficult to control given that several of our facilities are located in remote geographic locations. Any

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technical, construction or equipment difficulties, lack of adequate water or energy, regulatory requirements (including permits), competition for, and scarcity of, labor and construction materials among competing regional projects, labor or civil/political unrest, community relations, logistical issues, local hiring and procurement policies and requirements, adverse weather conditions and other catastrophes, such as explosions, fires, seismic and volcanic activity, tsunamis, floods and other natural disasters and/or increasing costs and extended delivery times for new equipment could increase the cost of these projects, delay the projects or render them infeasible. There may be other future unforeseen events impacting the development of our facilities and some of these challenges may be difficult to control given that several of our facilities are located in remote geographic locations. Any significant delay in the completion of the projects or increased costs could have a material adverse effect on our business, financial condition and results of operations.

The development of our facilities is subject to the risk of unexpected difficulties or delays, and any delays or failures in development could materially and adversely affect our business, reputation, financial condition, results of operations, cash flows and ability to pay dividends.

Our ability to achieve production targets or meet operating and capital expenditure estimates on a timely and accurate basis cannot be assured, as it is dependent on the development of our facilities and projects. We and our predecessor companies have incurred and will continue to incur capital expenses during our development of Fénix, Sal de Vida, Cauchari, ~~James~~Galaxy ~~Bay~~ and ~~Whabouchi Mine properties, as well as~~ the ~~expansion~~Nemaska ofLithium ~~our manufacturing facilities in Salar del Hombre Muerto and Naraha~~Project. In connection with developing facilities, we may encounter unexpected difficulties, including shortages of materials or delays in delivery of materials, the availability of power and power generating infrastructure, facility or equipment malfunctions or breakdowns, unusual or unexpected adverse geological conditions, cost overruns, regulatory issues (including permits), competing claims, local community issues (including a social license to operate), adverse weather conditions and other catastrophes, such as explosions, fires, seismic and volcanic activity, tsunamis, floods and other natural disasters, increases in the level of labor costs, labor disputes and union activities, unavailability of skilled labor and adverse local or general economic or infrastructure conditions. Further, a decline in demand for lithium products or prices ~~could~~has, and may in the future, lead us to further delay or abandon our current development efforts. ~~Prior~~In response to ~~the~~current ~~Allkem~~lithium ~~Livent~~market ~~Merger~~conditions, ~~government~~we ~~measures~~have ~~and~~decided ~~restrictions~~to ~~globally~~defer asinvestment ain ~~result~~two of ~~COVID-19~~our ~~had~~four acurrent ~~negative~~expansion ~~impact~~projects. onSpecifically, ~~demand~~we ~~for~~are ~~our~~pausing ~~products~~investment ~~and~~in athe ~~negative~~40,000 ~~impact~~metric onton ~~the~~lithium ~~efficient~~carbonate ~~operation~~equivalent ("LCE") spodumene Galaxy project in Canada (formerly "James Bay") and we have adjusted sequencing of our ~~facilities~~combined 25,000 ~~supply~~metric ~~chains~~ton ~~and~~lithium ~~logistics~~carbonate inprojects at the ~~U.S.,~~Salar ~~Australia,~~del ~~China,~~Hombre ~~Southeast~~Muerto ~~Asia,~~in Argentina. Rather than execute Fénix Phase 1B and ~~Europe.~~Sal ~~Additionally~~de Vida Stage 1 simultaneously as we had previously announced, ~~delayed~~the ~~equipment~~projects ~~deliveries~~will ~~from~~now ~~overseas~~be ~~due~~completed sequentially with Sal de Vida Stage 1 expected to be finished first. We have also announced that we will suspend Stage 4A waste stripping, and any expansionary investment beyond Stage 3, at our Mt Cattlin spodumene operation in Western Australia given the ~~COVID-19~~decline ~~pandemic~~in ~~impacted~~spodumene prices. As a result, ~~prior~~we plan to place the ~~Allkem~~Mt ~~Livent~~Cattlin ~~Merger,~~site ~~Allkem’s~~into ~~timing~~care and maintenance by the end of ~~completion~~the ~~for~~first ~~Naraha~~half ~~and~~of 2025 after we complete Stage 23 ofmining ~~Olaroz~~and ore processing. There may be other future unforeseen events ~~impacting~~that could impact the development of our facilities. Further, some of these challenges may be difficult to control given that several of our facilities are located in remote geographic locations. Any delays beyond the expected development periods or increased costs could have a material adverse effect on our business, reputation, financial condition, results of operations, cash flows and ability to pay dividends. Furthermore, failure to reach performance targets (plant availability and process recovery) and delays in ramping up of production to expected values may result in reduced financial benefits of our investments.

Further, the ~~Whabouchi~~Nemaska ~~Mine~~Lithium Project is operated through NLI, which is a joint venture with IQ. The interest of IQ may differ from ours and there is no guarantee that we will reach agreement with IQ on the further development or financing of the ~~Whabouchi~~Nemaska ~~Mine~~Lithum Project and related facilities.

We may make future acquisitions which may be difficult to integrate, divert management and financial resources and result in unanticipated costs.

As part of our continuing business strategy, we may make additional acquisitions of, or investments in, companies or technologies that complement our current products, enhance our market coverage, technical capabilities or production capacity, expand our access to lithium deposits in other geographic locations, or offer growth opportunities. We cannot be certain that we will be able to identify suitable acquisition or investment candidates at compelling prices.

Recent and future investments or acquisitions could pose numerous risks to our operations, including difficulty integrating the acquired operations, products, technologies or personnel from the Allkem Livent Merger; substantial unanticipated integration costs; diversion of significant management attention and financial resources from our existing operations; a failure to realize the potential cost savings or other financial benefits and/or the strategic benefits of the acquisitions; and the incurrence of liabilities from the acquired businesses for environmental matters, infringement, misappropriation or other violation of intellectual property rights or other claims (for which we may not be successful in seeking indemnification). These and other risks relating to acquiring, integrating and operating acquired assets or companies could cause us not to realize the anticipated benefits from such acquisitions and could have a material adverse effect on our business, financial condition and results of operations.

Our research and development efforts may not succeed, and our competitors may develop more effective or successful products.

The industries and the end markets into which we sell our products experience regular technological change and product improvement. Our ability to compete successfully depends in part upon our ability to maintain superior technological capability and ability to identify, develop and commercialize new and innovative performance lithium compounds for use in our customers’ products. There is no assurance that our research and development efforts will be successful or that any newly developed products will pass our customers’ qualification processes or achieve market-wide acceptance. If we fail to keep pace with evolving technological innovations in our customers’ end markets, our business, financial condition and results of

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operations could be materially adversely affected. In addition, existing or potential competitors may develop products which are similar or superior to our products or are more competitively priced. If our product launching efforts are unsuccessful, our financial condition and results of operations may be materially adversely affected.

Market Risks:

Lithium prices have been volatile and may continue to be volatile, especially due to changes in demand-supply balance.

The prices of lithium have been, and may continue to be, volatile. ~~For~~The ~~example,~~current ~~after~~lithium ~~rising~~market ~~substantially~~is ~~over~~characterized ~~the~~by ~~course~~over ~~of 2021 and 2022~~supply, ~~lithium~~a ~~prices~~slower ~~dropped~~rate ~~substantially over the course~~ of ~~2023. Some~~demand ofgrowth ~~our~~than ~~contracts~~in ~~for~~ the ~~sale~~recent ofpast, ~~performance~~strong ~~lithium compounds~~competition, ingreater ~~particular~~vertical ~~lithium~~integration ~~carbonate~~by ~~and~~end ~~lithium hydroxide~~users, ~~have~~geopolitical ~~index-based~~tensions orover ~~variable~~supply ~~pricing~~chains, and ~~our~~certain ~~lithium~~macroeconomic ~~spodumene~~headwinds, ~~concentrate~~resulting ~~sales~~in ~~are~~lower ~~expected to be mostly based on variable~~ pricing ~~terms~~. For ~~This can provide a benefit if lithium pricing rises~~example, orafter ~~could~~rising ~~have~~substantially aover ~~material~~the ~~adverse~~course ~~effect~~of on2021 ~~our~~and ~~business~~2022, ~~financial condition and results of operations when~~ lithium ~~pricing declines. We expect that~~ prices ~~for~~dropped ~~performance~~substantially ~~lithium~~over ~~compounds and lithium spodumene concentrate we manufacture will continue to be influenced by various factors, including regional and global demand-supply balance as well as~~ the ~~business~~course ~~strategies~~ of ~~major~~2023 ~~producers~~ and ~~users, potential distribution issues, technological advances, availability of alternatives, global economic and political developments, forward-selling activities and other macro-economic factors~~2024. ~~Following~~As a ~~period~~result of ~~high~~such ~~lithium~~low ~~prices~~pricing, ~~and~~we ~~subsequent~~have ~~substantial~~made ~~declines,~~the ~~some~~decision ~~market~~to ~~analysts~~defer ~~predict~~investment ~~a slowdown~~ in ~~global~~our ~~lithium capacity~~ expansion projects ~~over the short~~ and ~~medium~~to ~~term. There~~place ~~is also a high degree of uncertainty about~~ the ~~time~~Mt ~~period~~Cattlin ~~involved~~site tointo ~~achieve~~care ~~targeted~~and ~~output~~maintenance ~~volumes,~~as ~~associated~~described ~~operating~~above ~~costs~~under, ~~and~~"The ~~product~~development ~~quality~~of atour afacilities ~~level~~is ~~that~~subject ~~will~~to ~~be qualified by customers. Any future increase in~~ the ~~prices~~risk of ~~lithium~~unexpected ~~could~~difficulties ~~potentially~~or bedelays, ~~demand~~and ~~destructive~~any indelays ~~our~~or ~~key~~failures ~~end markets. Declines~~ in ~~lithium~~development ~~prices~~ could ~~have~~materially aand ~~material~~adversely ~~adverse~~affect ~~effect on~~ our business, reputation, financial condition, ~~and~~ results of operations~~. For example~~, ~~when~~cash ~~lithium~~flows prices decline substantially, we may have to decrease production levels in order to maintain profitability or limit losses. Lithium price volatility could also result in delays related to the development of new and ~~existing~~ability ~~projects and price declines could reduce funds available for exploration, could be detrimental~~ to ~~the~~pay ~~value of our assets and could reduce our mineral resources or reserves by reducing what can be economically processed at prevailing prices~~dividends. "

Some of our contracts for the sale of performance lithium compounds, in particular lithium carbonate and lithium hydroxide, have index-based or variable pricing and our lithium spodumene concentrate sales are mostly based on variable pricing terms. This can provide a benefit if lithium pricing rises, or could have a material adverse effect on our business, financial condition and results of operations when lithium pricing declines. We expect that prices for performance lithium compounds and lithium spodumene concentrate we manufacture will continue to be influenced by various factors, including regional and global demand-supply balance as well as the business strategies of major producers and users, potential distribution issues, technological advances, availability of alternatives, global economic and political developments, forward-selling activities and other macro-economic factors. Following a period of high lithium prices and subsequent substantial declines, some market analysts predict a slowdown in global lithium capacity expansion projects over the short and medium term. There is also a high degree of uncertainty about the time period involved to achieve targeted output volumes, associated operating costs, and product quality at a level that will be qualified by customers. Any future increase in the prices of lithium could potentially be demand destructive in our key end markets. Declines in lithium prices could have a material adverse effect on our business, financial condition and results of operations. For example, when lithium prices decline substantially, we may have to decrease production levels in order to maintain profitability or limit losses. Lithium price volatility could also result in delays related to the development of new and existing projects and price declines could reduce funds available for exploration, could be detrimental to the value of our assets and could reduce our mineral resources or reserves by reducing what can be economically processed at prevailing prices.

Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our ability to develop them successfully.

Our ability to successfully develop our lithium resources, including at our Fénix, Sal de Vida, Cauchari, ~~James~~Galaxy ~~Bay~~ and ~~Whabouchi~~Nemaska ~~Mine~~Lithium properties, and generate a return on investment ~~will~~is be affected by changes in the demand for, and market price of end products, such as lithium spodumene concentrate, lithium carbonate and lithium hydroxide. For example, in response to current lithium market conditions, we have made the decision to defer investment in our expansion projects and to place the Mt Cattlin site into care and maintenance as described above under, "The development of our facilities is subject to the risk of unexpected difficulties or delays, and any delays or failures in development could materially and adversely affect our business, reputation, financial condition, results of operations, cash flows and ability to pay dividends." This price volatility could also result in delays related to the development of other new and existing projects, could reduce funds available for exploration, could be detrimental to the value of our assets and could reduce our mineral resources or mineral reserves by reducing what can be economically processed at prevailing prices. The market price of these products can fluctuate and is affected by numerous factors beyond our control, primarily global supply and demand. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. In addition, the price of lithium products is impacted by purity and performance. We may not be able to effectively mitigate against such fluctuations.

Adverse conditions in the economy and volatility and disruption of financial markets can negatively impact our customers, and downturns in our customers’ end-markets could adversely affect our sales and profitability.

We produce lithium and performance lithium compounds for application in a diverse range of end-products, including for batteries in hybrid and electric vehicles and energy storage applications and for a wide variety of industrial, pharmaceutical, aerospace, electronics, agricultural and polymer applications. Deterioration in the global economy, including recessions, or in the specific industries in which our customers compete could adversely affect the demand for our customers’ products, which, in turn, could negatively affect our sales and profitability. Many of our customers’ end-markets are cyclical in nature or are subject to secular downturns. Historically, cyclical or secular end-market downturns have periodically resulted in diminished demand for our performance lithium compounds and have caused a decline in average selling prices, and we may experience similar problems in the future.

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We derive a substantial portion of our revenue from a limited number of customers, and the loss of, or a significant reduction in orders from, a large customer could have a material adverse effect on our business and operating results.

In any particular period, a substantial amount of our total revenue could come from a relatively small number of customers (see Note 4: Revenue Recognition, in Part II, Item 8, Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, of this Annual Report on Form 10-K). It is likely that we will continue to derive a significant portion of our revenue from a relatively small number of customers in the future. If we were to lose any material customer or if any such customer significantly reduced or delayed its orders, such loss, reduction or delay could have a material adverse effect on our business, financial condition and results of operations.

We face competition in our business.

We compete globally against a number of other lithium producers. Competition is based on several key criteria, including technological capabilities, product volume, service, delivery, product performance, quality, cost and price. Some of our competitors are larger, with more favorable economies of scale, access to multiple lithium resources and greater market share. They may also have greater financial resources for growth, acquisitions, expansions (including in the geographic areas where we operate), filing, advancing and litigating mining claims, and research and development. These competitors may be able to maintain greater operating and financial flexibility. If we fail to compete effectively, we may be unable to retain or expand our market share, which could have a material adverse effect on our business, results of operations and financial condition. We may also face potential competition from substitute materials or technologies and through backward integration, alliances, partnerships within the electric vehicle supply chain, and from other mining or resource extraction and battery materials recycling companies that enter the lithium production or recycling business. This may influence our future expansion decisions or limit our ability to expand.

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competitors are larger, with more favorable economies of scale, access to multiple lithium resources and greater market share. They may also have greater financial resources for growth, acquisitions, expansions (including in the geographic areas where we operate) and research and development. These competitors may be able to maintain greater operating and financial flexibility. If we fail to compete effectively, we may be unable to retain or expand our market share, which could have a material adverse effect on our business, results of operations and financial condition. We may also face potential competition from substitute materials or technologies and through backward integration, alliances, partnerships within the electric vehicle supply chain, and from other mining or resource extraction and battery materials recycling companies that enter the lithium production or recycling business. This may influence our future expansion decisions or limit our ability to expand.

The development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our prospects and future revenues.

Current and next generation high energy density batteries for use in electric vehicles and other energy storage applications rely on lithium compounds as a critical input. The pace of advances in current battery technologies, the development and adoption of new battery technologies that rely on inputs other than lithium compounds, ~~or a delay in the development and adoption of next generation high nickel battery technologies that utilize lithium hydroxide~~ could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging and less expensive. Some of these could be less reliant on lithium hydroxide or other lithium compounds~~, especially if the demand for batteries for use in electric vehicles outstrips the available supply of lithium hydroxide or other lithium compounds~~. We cannot predict which new technologies may ultimately prove to be commercially viable and their share in the overall mix over any time horizon. Commercialized battery technologies that use less or no lithium compounds could materially and adversely impact our prospects and future revenues.

Financial Risks:

Our operating results are subject to substantial quarterly and annual fluctuations.

Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future. These fluctuations may occur on a quarterly or annual basis and are due to a number of factors, many of which are beyond our control. These factors include, among others:

•changes in our product mix or customer mix;

•changes in product quality requirements and qualification time periods;

•changes in product regulatory classifications;

•changes by electric vehicle and battery manufacturers in supply chain locations and raw material suppliers’ participation in those locations;

•changes in lithium market prices;

•changes in consumer demands for electric vehicles;

•the regional and global supply and inventory levels of lithium compounds;

•the timing of receipt, reduction or cancellation of significant product orders by customers, or the use of substitute products for lithium by customers;

•changes in index-based pricing of existing contracts, and the timing, duration and pricing terms of new customer contracts and renewals;

•our ability to adapt to changes in technology trends affecting the lithium industry, including new manufacturing processes;

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•fluctuations in currency exchange and interest rates, and inflation;

•tariffs, trade barriers and other trade restrictions imposed by governments;

•fluctuations and changes in market prices of lithium products;

•the effects of competitors’ actions and competitive pricing pressures, including changes in average selling prices of our products;

•changes in manufacturing costs, including energy and raw material prices and government royalties; and

•the extent, if any, to which we purchase third-party lithium carbonate meeting necessary specifications to supplement internally produced lithium carbonate from our company-owned mineral deposits in Argentina, or the extent, if any, to which we purchase third-party lithium metal, as purchasing from third parties (if available) leads to higher production costs and reduced margins.

If our operating results in one or more future quarters fail to meet the expectations of securities analysts or investors, a significant decline in the trading price of our common stock may occur, which may happen immediately or over time.

Our operations and expansion plans may require additional funding or capital.

Our operations and expansion plans may require increases in expected capital expenditure commitments. We may require additional funding to continue or expand our business and may require additional capital in the future to, among other things, develop our projects, further expand our facilities or build additional processing capacity. Such external capital may not be available at all or may not be available on terms acceptable to us, as discussed below. Debt financing, if available on terms acceptable to us, may involve restrictions on financing and operating activities, including restrictions on distributions, and may increase compliance and reporting obligations or, in connection with project financing for one of our projects, may require certain approval rights over, or that security be given over our assets and revenues of, the financed project.

We may have difficulty accessing global capital and credit markets.

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We expect to rely on cash generated from operations and external financing to fund our growth and ongoing capital needs. The expansion of our business or other business opportunities may require significant amounts of capital. While we believe that our cash from operations, together with borrowing availability under our Revolving Credit Facility and other potential financing strategies that may be available to us, will be sufficient to meet these needs in the foreseeable future, if we need additional external financing, our access to credit markets and the pricing of our capital will be dependent upon maintaining sufficiently strong credit metrics and the state of the capital markets generally. There can be no assurances that we would be able to obtain equity or debt financing on terms we deem acceptable, and it is possible that the cost of any financings could increase significantly, thereby increasing our expenses and decreasing our net income. If we are unable to generate sufficient cash flow or raise adequate external financing on acceptable terms, including as a result of significant disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities, which could adversely affect our operating results.

Further, in the ordinary course of operations, we are required to issue financial assurances, specifically insurances and bond/bank guarantee instruments, in order to secure statutory and environmental performance undertakings and commercial arrangements. Our ability to provide such assurances is subject to uncertain factors, including external financial and credit market assessments, as well as our financial condition.

Our net leverage ratio under our Revolving Credit Facility covenants may increase during the next 12 months from the date of this filing. Compliance with our debt covenants will continue to be determined, in large part, by our ability to manage the timing and amount of our capital expenditures, which is within our control, as well as by our ability to achieve forecasted operating results and to pursue other working capital financing strategies that may be available to us, which is less certain and outside of our control. Further, our existing financing agreements for Olaroz contain, and other financing arrangements in the future may contain, a range of covenants, some of which are or may be linked to construction timetables, and there is a risk that ongoing and protracted delays in the construction of these projects, which may be caused by factors outside of our control, may result in a breach of covenants contained in the financing agreements. If we are unable to issue assurances or comply with the covenants in our current financing arrangements, our ability to obtain or maintain sufficient financing and, therefore, our liquidity, business and result of operations may be adversely affected.

~~The~~Conversions ~~conditional~~by ~~conversion~~holders ~~feature~~ of the 2025 Notes may ~~adversely impact our liquidity or~~ dilute our stockholders~~, depending on the method of settlement~~.

~~Pursuant~~On toJanuary ~~the~~1, ~~conditional~~2025, ~~conversion feature of~~ the ~~2025~~Company ~~Notes,~~irrevocably ~~holders~~elected ofto ~~2025~~settle ~~Notes~~all ~~are~~future ~~entitled~~conversions toof ~~convert~~ the 2025 Notes atby ~~any~~issuing ~~time~~ordinary ~~during~~shares ~~specified~~of ~~periods~~the atCompany ~~their~~(in ~~option.~~addition ~~The~~to ~~conditional~~cash ~~conversion~~in ~~feature~~lieu ~~was~~of ~~triggered~~delivery ~~during each quarter~~ of ~~2022~~any ~~and~~fractional ~~2023,~~share) ~~and~~to ~~thus~~ holders ~~have~~of the ~~option~~2025 Notes that elect to convert all or any portion of their 2025 Notes ~~at any time through March 31, 2024~~. IfPursuant ~~one or more holders elect~~ to ~~convert their 2025 Notes (if~~ the ~~conditional~~terms ~~conversion feature is triggered), we would be required to settle a portion or all~~ of ~~our conversion obligation through~~ the ~~payment~~Company’s ~~of cash~~indenture, ~~which~~on ~~could~~and ~~adversely~~after ~~affect~~January ~~our~~15, ~~liquidity~~2025, ~~unless~~holders ~~we elect to satisfy our conversion obligation by delivering solely ordinary shares~~ of the ~~Company (other than paying cash in lieu of delivering any fractional share). In addition, even if holders do not elect to convert their~~ 2025 Notes, weare ~~could~~entitled ~~be required under applicable accounting rules~~ to ~~reclassify~~convert all or aany portion of ~~the~~their ~~outstanding principal of the~~ 2025 Notes asat aany ~~current~~time ~~rather~~prior ~~than~~to ~~long-term~~the ~~liability,~~close ~~which would result in a material reduction~~ of ~~our~~business ~~net working capital.~~

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on the Business Day immediately preceding July 15, 2025, which is the maturity date of the notes. If one or more holders elect to convert their 2025 Notes, we would be required to settle such conversion by delivering ordinary shares of the Company (other than paying cash in lieu of delivering any fractional share). Even if holders do not elect to convert their 2025 Notes, we are required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2025 Notes as a current rather than long-term liability, which has resulted in a material reduction of our net working capital.

We may not have sufficient cash flow from our business to pay our debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2025 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be unfavorable or dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Significant demands ~~will~~are bebeing placed on Arcadium Lithium's financial controls and reporting systems as a result of the Allkem Livent Merger.

~~There~~Several ~~are a large number of~~ processes, policies, procedures, operations, technologies and systems ~~that~~are ~~must~~being be integrated in connection with the Allkem Livent Merger and significant demands ~~will~~are bebeing placed on Arcadium Lithium's managerial, operational and financial personnel and systems. The future operating results of the Company may be affected by the ability of its officers and key employees to manage changing business conditions and to implement, expand and revise its operational and financial controls and reporting systems in response to the Allkem Livent Merger. For example, while Livent prepared its financial statements in accordance with GAAP, Allkem prepared its financial statements in accordance with IFRS. Arcadium Lithium as the accounting successor to Livent, prepares its financial statements in accordance with GAAP. The revisions required to consolidate the financial reporting system and to switch Allkem’s reporting system to GAAP ~~will~~are ~~place~~placing significant demands on the Company’s financial controls, reporting systems and accounting personnel.

32Arcadium Lithium’s management is responsible for establishing, maintaining and reporting on its internal controls over financial reporting ("ICFR") and disclosure of its system of internal controls and any known material deficiencies to comply with the reporting requirements of the Sarbanes-Oxley Act. These controls and procedures are designed by management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and in accordance with generally accepted accounting principles. As Allkem was not subject to the Sarbanes-Oxley Act, Allkem’s independent auditor and management did not perform an evaluation of Allkem’s ICFR as would have been required by section 404 of the Sarbanes-Oxley Act and Arcadium Lithium's independent auditor is required to perform such an evaluation for the combined company, covering the internal controls of the legacy businesses of both Livent and Allkem in 2025. If Arcadium Lithium is unable to implement the necessary internal controls or identifies material weaknesses in ICFR, the Company may be unable to maintain compliance with the relevant requirements regarding the timely filing of periodic reports with the SEC or the listing rules of the NYSE.

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Arcadium Lithium’s management will be responsible for establishing, maintaining and reporting on its internal controls over financial reporting and disclosure controls and procedures to comply with the reporting requirements of the Sarbanes-Oxley Act. These internal controls are designed by management to achieve the objective of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and in accordance with generally accepted accounting principles. As Allkem was not subject to the Sarbanes-Oxley Act, Allkem’s independent auditor has not performed an evaluation of Allkem’s internal control over financial reporting as would be required by section 404 of the Sarbanes-Oxley Act and Arcadium Lithium's independent auditor will be required to perform such an evaluation for the combined company, covering the internal controls of the businesses of both Livent and Allkem. If Arcadium Lithium is unable to implement the necessary internal controls or identifies material weaknesses in internal control over financial reporting, the Company may be unable to maintain compliance with the relevant requirements regarding the timely filing of periodic reports with the SEC or the listing rules of the NYSE.

Operational Risks:

We have substantial international operations and sales, and the risks of doing business in foreign countries could adversely affect our business, financial condition and results of operations.

We have historically conducted a substantial portion of our business outside the U.S. (see Note 4: Revenue Recognition, in Part II, Item 8, Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, of this Annual Report on Form 10-K) and will continue conduct an even greater portion of our business outside the U.S. innow ~~the~~that ~~future,~~we ~~following~~have ~~the~~completed ~~consummation of~~ the Allkem Livent Merger. Accordingly, our business is subject to risks related to foreign exchange, the differing legal, political, social and regulatory requirements and economic conditions of the many jurisdictions where we conduct business, geopolitical tensions (such as those between China and the U.S.), corruption, global events and conflicts, such as the war in Ukraine, sanctions against Russia and possible retaliation by Russia, the tensions between China and Taiwan, global energy prices, inflation, regional recessions, and global supply chain and logistics challenges.

Changes in exchange rates between foreign currencies and the U.S. Dollar will affect the recorded levels of our assets, liabilities, net sales, cost of goods sold and operating margins and could result in exchange losses. Our results of operations may be adversely affected by any volatility in currency exchange rates and our ability to effectively manage our currency transaction and translation risks. Foreign currency debt and foreign exchange forward contracts may be used in countries where we do business, thereby reducing our net asset exposure. Foreign exchange forward contracts are also used to hedge firm and highly anticipated foreign currency cash flows. The Argentine peso continues to decline in value, and we currently do not hedge foreign currency risks associated with the Argentine peso due to the limited availability and high cost of suitable derivative instruments.

In addition, it may be more difficult for us to enforce agreements or collect receivables through foreign legal systems. There is a risk that foreign governments may nationalize private enterprises in certain countries where we operate, including Argentina and China. Social and cultural norms in certain countries may not support compliance with our corporate policies including those that require compliance with substantive laws and regulations. Also, changes in laws and general economic and political conditions in countries where we operate are a risk to our results of operations and future growth. Our sales depend on international trade and moves to impose tariffs and other trade barriers, as has happened in various countries including the U.S. and China, could negatively affect our sales and have a material adverse effect on our business, financial condition and results of operations. Further, the general political and economic stability in the United States, Japan, Australia, Canada or any other country in which we may, in the future, have an interest is uncertain. Government policies are subject to change, and any changes are likely to be beyond our control but may affect our results of operations.34

We and our subsidiaries are also subject to rules and regulations related to anti-bribery, anti-corruption (such as the U.S. Foreign Corrupt Practices Act), anti-money laundering, forced labor, trade sanctions, export controls, and customs matters, including duties and tariffs. Compliance with such laws may be costly and violations of such laws may carry substantial penalties. We may also be subject to complex and time-consuming investigations or audits by governmental authorities and regulatory agencies, which can occur in the ordinary course of business or which can result from increased scrutiny from a particular agency towards an industry, country or practice. Such investigations or audits may subject us to increased government scrutiny, investigation and civil and criminal penalties, may result in adverse reputational consequences, and may limit our ability to import or export our products.

One of our key manufacturing facilities is located in the United Kingdom. Following Brexit, the United Kingdom and the European Union entered into the UK-EU Trade and Cooperation Agreement (the "TCA"), which is an agreement on the future trading relationship between the parties. The TCA negotiations have been concluded and the United Kingdom has begun to implement some domestic regimes in accordance with its obligations under the TCA, but given that this process is ongoing, some uncertainty remains about the terms of the trading relationship between the parties. We derive a significant portion of our revenues from sales outside of the U.S., including from the European Union. The war in Ukraine, high energy prices, conflict in the Middle East, inflation and rising interest rates have introduced significant uncertainties into global financial markets, including volatility in foreign currencies, and adversely impacted the markets in which we and our customers operate. Adverse

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~~consequences~~In ~~such~~addition, asit ~~deterioration~~may inbe ~~economic~~more ~~conditions,~~difficult ~~higher~~for ~~taxes~~us to enforce agreements or ~~adverse~~collect ~~changes~~receivables inthrough ~~regulation~~foreign ~~could~~legal ~~have~~systems. aThere ~~negative~~is ~~impact~~a onrisk ~~our~~that ~~business,~~foreign ~~financial~~governments ~~condition~~may ornationalize ~~results~~private ofenterprises ~~operations.~~in ~~All~~certain ofcountries ~~these~~where ~~potential~~we ~~consequences~~operate, ~~could~~including beArgentina ~~further~~and ~~magnified~~China. ifSocial ~~the~~and ~~war~~cultural norms in ~~Ukraine~~certain ~~were~~countries tomay ~~spread~~not ~~beyond~~support ~~its~~compliance ~~borders~~with orour ~~continue~~corporate ~~for~~policies aincluding ~~protracted~~those ~~period~~that ofrequire ~~time,~~compliance ifwith asubstantive ~~regional~~laws ~~war~~and ~~breaks~~regulations. ~~out~~Also, changes in ~~the~~laws ~~Middle~~and ~~East~~general oreconomic ~~elsewhere,~~and orpolitical ifconditions ~~inflation~~in ~~continues~~countries where we operate are a risk to ~~rise~~our results of operations and future growth. ~~Although~~Our wesales ~~actively~~depend ~~monitor~~on ~~the~~international ~~situation~~trade and ~~update~~moves ~~our~~to ~~contingency~~impose ~~plans~~tariffs ~~accordingly,~~and ~~any~~other ~~new~~trade ~~developments~~barriers ~~could~~(including, ~~adversely~~but ~~affect~~not ~~our~~limited ~~business~~to, ~~financial~~customer ~~condition~~sales orrestrictions), ~~results~~as ofhas ~~operations.~~happened ~~Given~~in various countries including the ~~scope~~U.S. and ~~scale~~China, ofcould ~~our~~negatively ~~global~~affect ~~operations,~~ our ~~success~~sales ~~will~~and ~~depend,~~have ina ~~part,~~material adverse effect on our ~~ability~~business, tofinancial ~~anticipate~~condition and ~~effectively~~results ~~manage~~of ~~these~~operations. ~~and~~Further, ~~other~~the ~~related~~general ~~risks.~~political ~~There~~and ~~can~~economic bestability noin ~~assurance~~the ~~that~~United ~~the~~States, ~~consequences~~Japan, ofAustralia, ~~these~~Canada ~~and~~or any other ~~factors~~country ~~relating~~in towhich ~~our~~we ~~international~~may, ~~operations~~in ~~will~~the ~~not~~future, have an ~~adverse~~interest ~~effect~~is onuncertain. ~~our~~Government ~~business~~policies are subject to change, ~~financial~~and ~~condition~~any orchanges are likely to be beyond our control but may affect our results of operations.

The U.S. government has made significant changes in U.S. trade policy in recent years and has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain foreign goods. Additional changes, including the renegotiation or termination of certain existing bilateral or multilateral trade agreements and treaties with foreign countries, the imposition of tariffs on other categories of goods, and/or the prohibition of sales to certain third parties or for certain uses are possible in the future. Related to these actions, certain foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods, and have indicated a willingness to impose additional tariffs on U.S. products. Continued trading friction between the U.S. and foreign governments could adversely affect the financial performance of the Company, and the Company could lose both invested capital in and anticipated profits from the affected investments.

We derive a significant portion of our revenues from sales outside of the U.S., including from the European Union. The war in Ukraine, high energy prices, conflict in the Middle East, inflation and rising interest rates have introduced significant uncertainties into global financial markets, including volatility in foreign currencies, and adversely impacted the markets in which we and our customers operate. Adverse consequences such as deterioration in economic conditions, higher taxes or adverse changes in regulation could have a negative impact on our business, financial condition or results of operations. All of these potential consequences could be further magnified if the war in Ukraine were to spread beyond its borders or continue for an even longer period of time, if a regional war breaks out in the Middle East or elsewhere, or if US or global inflation continues to remain elevated. Although we actively monitor the situation and update our contingency plans accordingly, any new developments could adversely affect our business, financial condition or results of operations. Given the scope and scale of our global operations, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to our international operations will not have an adverse effect on our business, financial condition or results of operations.

Our lithium extraction and production operations, particularly in Argentina, expose us to specific political, financial and operational risks.

We and our predecessor companies have in the past obtained, and we expect to continue to source, a substantial portion of our lithium from our operations in Argentina. Our operations in Argentina expose us to the following risks, and the occurrence of any of these risks could have a material adverse effect on our business, financial condition or results of operations:

•Political and financial risks that are typical of developing countries. Such risks include: high rates of inflation; risk of increased state intervention in the economy, government control of private businesses, expropriation and nationalization; changes in or nullification of concession rights, licenses and/or permits; changes in taxation policies; currency controls and restrictions on foreign exchange and repatriation; labor unrest and increased unionization; changing political norms, Presidential administrations, governing coalitions and government instability; and changes in governmental policies and regulations that favor or require us or our contractors and subcontractors to award contracts in, employ citizens of, or purchase supplies from, Argentina in the local provinces and communities where we operate and imposing penalties for noncompliance could affect our operations. In addition, changes in mining or investment policies or shifts in political attitude in Argentina concerning mining may adversely affect our operations or profitability. There can be no assurance that the current or future governments of Argentina will not impose greater state control of lithium resources or take other actions that are adverse to us. For example, the repayment of shareholder loans provided to fund the development of certain of our assets in Argentina may be subject to approval from the Central Bank of Argentina and such approval may not be obtained, if required.

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shareholder loans provided to fund the development of certain of our assets in Argentina may be subject to approval from the Central Bank of Argentina and such approval may not be obtained, if required.

•Risks associated with changes in tax laws. There are frequent changes in Argentine tax laws, including those relating to mining goods (including lithium), imports and exports, foreign exchange transactions, income taxes and corporate tax rates. In 2022, Argentine authorities established a reference price for exports of certain grades of lithium carbonate, with any exports below this price being subject to investigation by Customs authorities and the possible payment of higher export duties and corporate taxes. In January 2023, the Argentina Ministry of Economy issued a resolution to cancel an export rebate regime relating to lithium products. Under the tax stability certificate we have with the Argentine federal government, we are entitled to reimbursement or set-off (against other federal taxes) of any amount paid in excess of the total federal taxable burden applicable to us under such certificate. However, there can be no assurance that we will seek, or be able to obtain, such reimbursement or set-off, or that there will be no other changes in tax laws.

•Operational risks stemming from our dependence upon mining concessions granted to us under the Argentine Mining Code. We hold title to these mining concessions in perpetuity until the deposit is exhausted of all minerals, provided that we pay annual mining fees and keep the mining concessions active in accordance with the Argentine Mining Code. Failure to pay the annual fees or to keep the mining concessions active may result in revocation of our mining concessions. In addition, Argentine federal and provincial mining authorities retain broad discretion in the adoption, amendment and enforcement of new and existing mining and environmental regulations. This includes the categorization of lithium as a strategic mineral allowing for greater government control of the resource, imposition of local lithium quotas for sale to the domestic market, imposition of fines, or suspension of mining extraction or related water rights. The Governor of the Province of La Rioja categorized lithium as a strategic mineral in January 2023 and suspended the exploration permit of a foreign company.

•Risk related to relations with local communities where our assets are located. The ongoing support of local communities and the appropriate management of local community expectations is critical to the development of our activities at each of our operating locations. The failure to develop community engagement programs could create a risk of damaging those community relationships and loss of social license to operate. However, relationships with local communities may be impacted by various factors beyond our control, including, for example, social unrest or widespread social issues. Without community support and healthy community relations, our operations in the locations where our key assets are located may be adversely impacted. Additionally, a portion of the territory governed by our concession rights in the Catamarca province is currently subject to a longstanding border dispute between Catamarca and the Salta province, resulting in claims from the Salta province that it is entitled to royalties from us for minerals extracted in a small portion of our concession that falls within the disputed territory. We are currently engaged in judicial proceedings in Argentina with the Salta province to resolve this royalty claim.

•Risks of certain natural disasters. Our lithium brines and related production facilities are located in a seismically active region in northwest Argentina. A major earthquake could have adverse consequences for our operations and for general infrastructure, such as roads, rail, and access to goods in Argentina. Our production operations in Argentina could also be subject to significant rain events, as our production processes rely on natural evaporation and a significant rain event could impact our production. In the last quarter of 2021, we experienced a significant rain event in Argentina, which disrupted our production operations. If our brine site in Argentina were to suffer continuing, significant rain events, or if any of our operating facilities in Argentina were to suffer an earthquake or other natural disaster, this could have a material adverse effect on our business, financial condition and results of operations.

34•Risks associated with water rights and our access to water. Access to water is essential to our production operations in Argentina; we hold water use rights granted to us by provincial Argentine authorities and will need to secure additional water rights for our planned production expansion. (See Part I, Item 1 Business-Raw Materials-Water section of this Annual Report on Form 10-K.) Our operations take place in a dry, mountainous region that has limited access to water. The governmental authority may seek to suspend or alter our rights, or the applicable water rights code may change, each of which may limit our access to water. In addition, our access to water may be impacted by third-party claims (including local competitors who are expanding their own operations), over-permitting by the government, changes in geology, climate change (including the potential effects of climate change such as drought, changes in precipitation patterns, and severe weather events) or other natural factors, such as wells drying up or reductions in the amount of water available in the wells or sources from which we obtain water, that we cannot control. There can be no assurance that we will have access to sufficient quantities of water to support our production operations, either at current capacities or our planned production expansion, in the future. There is currently no specific regulation of wetlands at the Argentine national or provincial level. However, a wetlands bill has been introduced for debate in the Argentine Congress. If any bill is passed, our access to water in the Los Patos and Trapiche rivers and elsewhere may be affected, as it could prohibit any activity in the wetlands, including the installation of any infrastructure that could modify the hydrologic regimen, the construction of dams and mining activity.

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~~could~~•Risks ~~also~~associated bewith ~~subject~~exchange torate ~~significant~~volatility ~~rain~~and ~~events,~~foreign asexchange ~~our~~controls ~~production~~and ~~processes~~restrictions. ~~rely~~Our onglobal ~~natural~~operations ~~evaporation~~expose ~~and~~to athe ~~significant~~risk ~~rain~~of ~~event~~changes ~~could~~in ~~impact~~foreign ~~our~~exchange ~~production.~~rates, Inparticularly in the ~~last~~Australian ~~quarter~~dollar, ofU.S. ~~2021~~Dollar, weArgentine ~~experienced~~peso, aJapanese ~~significant~~yen ~~rain~~and ~~event~~Canadian indollar, ~~Argentina~~as prices of local materials and wages can also be materially affected by currency exchange rates. Additionally, ~~which~~Argentina ~~disrupted~~maintains ~~our~~foreign ~~production~~exchange ~~operations~~restrictions. IfThe ~~our~~restrictions ~~brine~~that ~~site~~may inimpact our Argentina ~~were~~operations relate to: ~~suffer~~(i) ~~continuing,~~a ~~significant~~requirement ~~rain~~that ~~events,~~Argentine exporters repatriate proceeds allocated or ifearned ~~any~~abroad ofand ~~our~~convert ~~operating~~them ~~facilities~~into inArgentine ~~Argentina~~pesos ~~were~~within toa ~~suffer~~specified antime-frame; ~~earthquake~~(ii) orlimitations ~~other~~on ~~natural~~the ~~disaster~~payment of dividends and payment for services performed by related parties, ~~this~~which ~~could~~would ~~have~~now generally require prior written authorization from the Argentine Central Bank (which is rarely granted); (iii) a ~~material~~prohibition ~~adverse~~on ~~effect~~the purchase of foreign exchange as an investment to hedge foreign exchange fluctuations; and (iv) restrictions on ~~our~~payments ~~business~~for imported goods. In October 2022, ~~financial~~the ~~condition~~Argentine Government also approved a new law that provides it with discretion to restrict imports and ~~results~~prohibit payments abroad. This is having the effect of ~~operations~~limiting imports of key inputs for local manufacturing, thereby creating shortages of local goods, machinery and spare parts.

•Risks associated with water rights and our access to water. Access to fresh water is essential to our production operations in Argentina; we hold water use rights granted to us by provincial Argentine authorities and will need to secure additional water rights for our planned production expansion. (See Part I, Item 1 Business-Raw Materials-Water section of this Annual Report on Form 10-K.) Our operations take place in a dry, mountainous region that has limited access to fresh water. The governmental authority may seek to suspend or alter our rights, or the applicable water rights code may change, each of which may limit our access to fresh water. In addition, our access to water may be impacted by third-party claims (including local competitors who are expanding their own operations), over-permitting by the government, changes in geology, climate change (including the potential effects of climate change such as drought, changes in precipitation patterns, and severe weather events) or other natural factors, such as wells drying up or reductions in the amount of water available in the wells or sources from which we obtain water, that we cannot control. There can be no assurance that we will have access to sufficient quantities of water to support our production operations, either at current capacities or our planned production expansion, in the future. There is currently no specific regulation of wetlands at the Argentine national or provincial level. However, a wetlands bill has been introduced for debate in the Argentine Congress. If any bill is passed, our access to water in the Los Patos and Trapiche rivers and elsewhere may be affected, as it could prohibit any activity in the wetlands, including the installation of any infrastructure that could modify the hydrologic regimen, the construction of dams and mining activity.

•Risks associated with exchange rate volatility and foreign exchange controls and restrictions. Our global operations expose to the risk of changes in foreign exchange rates, particularly in the Australian dollar, U.S. Dollar, Argentine peso, Japanese yen and Canadian dollar, as prices of local materials and wages can also be materially affected by currency exchange rates. Additionally, Argentina maintains foreign exchange restrictions that are expected to remain in place until December 31, 2024. The restrictions that may impact our Argentina operations relate to: (i) a requirement that Argentine exporters repatriate proceeds allocated or earned abroad and convert them into Argentine pesos within a specified time-frame; (ii) limitations on the payment of dividends and payment for services performed by related parties, which would now generally require prior written authorization from the Argentine Central Bank (which is rarely granted); (iii) a prohibition on the purchase of foreign exchange as an investment to hedge foreign exchange fluctuations; and (iv) restrictions on payments for imported goods. In October 2022, the Argentine Government also approved a new law that provides it with discretion to restrict imports and prohibit payments abroad. This is having the effect of limiting imports of key inputs for local manufacturing, thereby creating shortages of local goods, machinery and spare parts.

•Risks associated with local labor matters. Argentina has experienced labor unrest over wages and benefits paid to workers. In the past, the Argentine government has passed laws, regulations and decrees requiring companies in the private sector to increase salaries or maintain minimum wage levels and provide specified benefits to employees and may do so again in the future. High rates of inflation have also led unions to request the renegotiation of union contracts on a more frequent basis, which may lead to labor unrest, work stoppages, and strikes, in addition to difficulties in forecasting future annual wage costs.

•Risks associated with inflation. Inflation is another risk associated with our Argentina operations. Effective July 1, 2018, Argentina was designated as a highly inflationary economy, as it has experienced cumulative inflation of approximately 100 percent or more over a three-year period. As a result of this determination and in accordance with U.S. GAAP, the functional currency of our operations in Argentina was changed from the Argentine peso to the U.S. dollar. Gains and losses resulting from the remeasurement of non-U.S. dollar monetary assets and liabilities of Argentina are recorded in net earnings. We anticipate high rates of inflation will continue in Argentina.

•Risks associated with Argentina’s economy. Argentina is facing economic difficulty and there is increased state intervention in the economy. Since 2015, the Argentine economy has experienced a ~~recession~~recessionary environment, a political and social crisis, and a significant depreciation of the Argentine peso against major international currencies. Depending on the relative impact of other variables affecting our operations, including technological changes, inflation, gross domestic product ("GDP") growth, and regulatory changes, the continued depreciation of the Argentine peso and increased state intervention in the economy could have a material and adverse effect on our business and operating expenses.

•Risks associated with civil or political unrest in our areas of operations. Civil and political unrest is common in Argentina and we have experienced protests and claims at our facilities in Argentina. Significant civil or political unrest in the areas of our operations could lead to a delay in or suspension of operations or our planned expansion project, delay or loss of production, damage to our facilities, or loss of license, and could negatively impact our reputation. This in turn could have a material and adverse effect on our business and operating expenses. In addition, we must comply with requirements for prior consultation of communities and ethnic groups who are affected by our planned expansion project in Argentina (including for future expansion efforts). Notwithstanding our compliance with these requirements, such communities and groups may be successful in lawsuits brought against us or civil unrest may occur, potentially leading to increased costs, operational delays and other impacts that could have a material adverse effect on our business and operating expenses.

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reputation. This in turn could have a material and adverse effect on our business and operating expenses. In addition, we must comply with requirements for prior consultation of communities and ethnic groups who are affected by our planned expansion project in Argentina (including for future expansion efforts). Notwithstanding our compliance with these requirements, such communities and groups may be successful in lawsuits brought against us or civil unrest may occur, potentially leading to increased costs, operational delays and other impacts that could have a material adverse effect on our business and operating expenses.

Our operations and suppliers may be subject to physical and other risks, including severe weather events, natural disasters, epidemics, pandemics, and other catastrophic events beyond our control could disrupt production, may not be fully covered by insurance and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We conduct large-scale lithium production operations in Argentina and Australia and own, operate and/or contract with large-scale manufacturing facilities in China, Japan, the United Kingdom and the U.S. Our operating results will be dependent in part on the continued operation of the various production facilities and the ability to manufacture products on schedule. Interruptions at these facilities may materially reduce the productivity and profitability of a particular manufacturing facility, or our business as a whole, during and after the period of such operational difficulties.

Our operations and those of our contract manufacturers are subject to hazards inherent in lithium production and manufacturing and the related storage and transportation of raw materials, products such as butyllithium, and wastes. Exploration for and development of mineral resources, as well as the production of lithium chemicals, also involve significant risks and related environmental and safety hazards. These potential hazards include explosions, fires, severe weather and natural disasters, including earthquakes, seismic and volcanic activity, flooding, unusual or unexpected geological formations, wall failure, cave-ins or slides, burst dam banks, the failure of brine ponds, mechanical failure of equipment, unscheduled downtimes, supplier disruptions, labor shortages or other labor difficulties (including widespread labor unrest in Argentina and Chile), information technology systems outages, disruption in our supply chain or manufacturing and distribution operations, transportation interruptions, chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of contaminated or off-specification product to customers, storage tank leaks, changing regulatory requirements, other environmental risks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, unilateral government actions, terrorism or war, civil or political unrest, natural disasters, power outages and energy shortages, and public health epidemics. Outbreaks of pandemic diseases, such as coronavirus, or the fear of such events, have provoked responses, including government-imposed travel restrictions and limits on access to the production facilities of our contract manufacturers. Many of our facilities, including at Salar del Hombre Muerto, Olaroz, Sal de Vida, James Bay and the Whabouchi Mine, are located in relatively remote geographic locations, which may heighten these physical risks. Additionally, mining operations involve the use of heavy machinery, which involves inherent risks that cannot be completely eliminated through preventative efforts. Some of these hazards may cause severe damage to, or destruction of, property and equipment or personal injury and loss of life and may result in suspension of operations or the shutdown of affected facilities, which could have a material adverse effect on our business, financial condition and results of operations.

China is the largest producer and consumer of chemicals in the world, but regulation of, and safety standards within the industry has historically been weak and inconsistent. Explosions and other industrial accidents occur from time to time at chemical plants and warehouses throughout the country, often resulting in fatalities and property damage. In recent years, the Chinese government has expanded inspections, ordered the suspension of production and toughened punishments for companies that have had accidents or that violate safety standards. Manufacturers in China have also experienced sporadic power outages as a result of electricity shortages. The timing and length of these power shortages are difficult to predict. If any explosion, power outage or similar event were to occur at or near any of our facilities or contract manufacturers in China, or if the Chinese government were to impose new regulations limiting or suspending (temporarily or permanently) the operations of our facilities or contract manufacturers in China, this could have a material adverse effect on our business, financial condition and results of operations.37

Furthermore, the hazards described above could cause temporary or long-term disruption in the supply of component products from some local and international suppliers, disruption in the transport of our products and significant delays in the shipment of products and the provision of services, or negatively affect customer demand, which could in turn cause the loss of sales and customers, or could otherwise result in significant damages, threats, interruptions, or delays to our business and initiatives. Accordingly, disruption of our operations or the operations of a significant supplier or customer could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Salar del Hombre Muerto, Olaroz, Cauchari and Sal de Vida are co-located on salars (salt pans that contain brine deposits) with other lithium companies, which creates a risk of failure to maintain effective basin management practices, and which may, in turn, have long term deleterious effects on production. Production at lithium brine operations can be affected by issues related to the management of brine inventories in the brine pond systems. Management of ponds remains a complex task requiring ongoing management. Additionally, our Naraha facility faces a number of serious physical risks, including risks related to

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~~tsunamis~~disruptions, ~~earthquakes~~labor shortages or other labor difficulties (including widespread labor unrest in Argentina and Chile), ~~volcanic~~information ~~activity~~technology systems outages, disruption in our supply chain or manufacturing and ~~radiation~~distribution ~~from~~operations, ~~the~~transportation ~~nearby~~interruptions, ~~Fukushima~~chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of contaminated or off-specification product to customers, storage tank leaks, changing regulatory requirements, other environmental risks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, unilateral government actions, terrorism or war, civil or political unrest, natural disasters, power ~~plant~~outages and energy shortages, and public health epidemics. ~~Explosions~~Outbreaks of pandemic diseases, such as coronavirus, or the fear of such events, have provoked responses, including government-imposed travel restrictions and ~~other~~limits ~~industrial~~on ~~accidents~~access ~~may~~to ~~occur~~the production facilities of our contract manufacturers. Many of our facilities, including at ~~chemical~~Fénix, ~~plants~~Olaroz, Sal de Vida, Galaxy and the Nemaska Lithium Project, are located in relatively remote geographic locations, which ~~could~~may heighten these physical risks. Additionally, mining operations involve the use of heavy machinery, which involves inherent risks that cannot be completely eliminated through preventative efforts. Some of these hazards may cause severe damage to, or destruction of, property and equipment or personal injury and loss of life and may result in ~~fatalities~~suspension of operations or the shutdown of affected facilities, which could have a material adverse effect on our business, financial condition and ~~property~~results ~~damage~~of operations.

China is the largest producer and consumer of chemicals in the world, but regulation of, and safety standards within, the industry have historically been weak and inconsistent. In recent years, the Chinese government has expanded inspections, ordered the suspension of production and toughened punishments for companies that have had accidents or that violate safety standards. If any accident or similar event were to occur at or near any of our facilities or contract manufacturers in China, or if the Chinese government were to impose new regulations limiting or suspending (temporarily or permanently) the operations of our facilities or contract manufacturers in China, this could have a material adverse effect on our business, financial condition and results of operations.

Fénix, Olaroz, Cauchari and Sal de Vida are co-located on salars (salt pans that contain brine deposits) with other lithium companies, which creates a risk of failure to maintain effective basin management practices, and which may, in turn, have long term deleterious effects on production. Production at lithium brine operations can be affected by issues related to the management of brine inventories in the brine pond systems. Management of ponds remains a complex task requiring ongoing management. Additionally, our Naraha facility faces a number of serious physical risks, including risks related to tsunamis, earthquakes, volcanic activity and radiation from the nearby Fukushima power plant. Explosions and other industrial accidents may occur at chemical plants, which could result in fatalities and property damage.

We maintain insurance, where available on commercially acceptable terms, to protect against certain risks, including certain natural disasters. However, existing insurance arrangements may not provide protection for all of the costs that may arise from insured events and no assurance can be made that we will be able to obtain or maintain insurance coverage at reasonable rates, or at all. Any insurance coverage we obtain may not be adequate and may not cover all risks or claims on acceptable terms. Losses, liabilities and delays arising from uninsured or underinsured events could have a material adverse impact on our business, financial condition and results of operations.

Severe weather events and the effects of climate change are inherently unpredictable and may have a material adverse effect on our operations, financial results and financial condition.

Our business, including our customers and suppliers, may be exposed to severe weather events and natural disasters, such as heat waves, tornadoes, earthquakes, seismic and volcanic activity, tsunamis, tropical storms (including hurricanes, typhoons and cyclones), severe thunderstorms and heavy downpours, windstorms, hailstorms, wildfires, and other fires, which could cause operating results to vary significantly from one period to the next. We may incur losses in our business in excess of those experienced in prior years and/or current insurance coverage limits. The incidence and severity of severe weather events and natural disasters are inherently unpredictable. In addition, climate change may increase the occurrence of certain natural events, such as: ~~the frequency or severity of~~ thunderstorms, windstorms, hailstorms and tornados due to increased convection in the atmosphere; extreme heat; water shortages; wildfires and landslides in certain geographies; deluge flooding and accelerated soil erosion; and hurricane, typhoon and cyclone events due to higher sea surface temperatures. Chronic risks associated with climate change may include heat stress, water stress and increased number of days below freezing. Climate change may also adversely impact the demand, price, and availability of insurance.

We may not satisfy customer qualification processes or customer or government quality standards and could be subject to damages based on claims brought against us or lose customers as a result of the failure of our products to meet certain quality standards.

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Since our products are derived from natural resources, they may contain impurities that may not meet certain customer or government quality standards. As a result, we may not be able to sell our products if we cannot meet such requirements. In addition, customers may impose narrower specifications and lengthier qualification processes for our manufacturing operations (or delay any approval, which could in turn delay our plant improvement or expansion plans) or stricter quality standards on our products, or governments may enact stricter regulations for the distribution or use of our products. Some of our products also have a limited shelf life, which can affect the ability of a customer to use our product and/or lead to returns and warranty claims. Failure to meet such customer and government standards could materially adversely affect our business, financial condition and results of operations if we are unable to sell our products in one or more markets or to important customers in such markets. In addition, our cost of production may increase to meet any newly imposed or enacted standards.

We warrant to our customers that our products conform to mutually agreed product specifications. If a product fails to meet warranted quality specifications, a customer could seek a replacement, the refund of the purchase price or damages for costs incurred as a result of the product failing to meet the specification. In addition, because many of our products are integrated into our customers’ products, such as lithium-ion batteries in EVs and energy storage applications, we may be requested to participate in or fund, in whole or in part, the costs of a product recall conducted by a customer if the recall issue is caused by our product.

In addition, we utilize third parties to produce or further process a portion of our performance lithium compounds. We endeavor to contract with third-party manufacturers that we believe are able to meet our delivery schedule and other requirements. Nevertheless, we may not be able to monitor the performance of these third parties as directly and efficiently as we do our own production facilities. As a result, we are exposed to the risk that our third-party providers may fail to perform their contractual obligations or may fail to meet the quality or other requirements of our customers, which may in turn adversely affect our business, financial condition and results of operations.

As with all quality control and management systems, any failure or deterioration of our systems or that of our third-party contract manufacturers could result in defects in our projects or products, which in turn may subject us to contractual, product liability and other claims. Any such claims, regardless of whether they are ultimately successful, could cause us to incur significant costs, harm our business reputation and result in significant disruption to our operations. Furthermore, if any such claims were ultimately successful, we could be required to pay substantial monetary damages or penalties, which could have a material adverse effect on our reputation, business, financial condition and results of operations.

Global economic conditions, including inflation, fluctuations in the price of energy and certain raw materials, and our inability to obtain raw materials and products under contract sourcing arrangements, could have an adverse effect on the margins of our products, our business, our financial condition and our results of operations.

The long-term profitability of our operations will be, in part, related to our ability to continue to economically and reliably obtain resources and supplies and services, including energy, raw materials, chemicals and finished products. The cost and availability of these inputs may be influenced by various factors, including market conditions, government policies, exchange rates and inflation rates, which are unpredictable and outside of our control. Further, several of our facilities are located in geographically remote regions, which could contribute to delays in or disruptions to the availability of such supplies. Our raw material and energy costs can be volatile and may increase significantly, as they have recently as a result of the war in Ukraine, the European energy crisis, conflict in the Middle East, global inflation and supply chain disruptions. In contrast, we enter into contracts for our products that are often at fixed or formula-based prices or otherwise do not permit us to pass on increased costs in sale prices immediately or at all. To the extent we are unable to obtain such resources or to pass on increases in the prices of energy and raw materials to our customers, our financial condition and results of operations could be materially adversely affected. In addition, we source a significant portion of our intermediate and finished products through contract manufacturing arrangements. An inability to obtain these supplies and services or execute under these arrangements would adversely impact our ability to sell products and could have an adverse effect on our business, financial condition and results of operations.

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rates and inflation rates, which are unpredictable and outside of our control. Further, several of our facilities are located in geographically remote regions, which could contribute to delays in or disruptions to the availability of such supplies. Our raw material and energy costs can be volatile and may increase significantly, as they have recently as a result of the war in Ukraine, the European energy crisis, conflict in the Middle East, global inflation and supply chain disruptions. In contrast, we enter into contracts for our products that are often at fixed or formula-based prices or otherwise do not permit us to pass on increased costs in sale prices immediately or at all. To the extent we are unable to obtain such resources or to pass on increases in the prices of energy and raw materials to our customers, our financial condition and results of operations could be materially adversely affected. In addition, we source a significant portion of our intermediate and finished products through contract manufacturing arrangements. An inability to obtain these supplies and services or execute under these arrangements would adversely impact our ability to sell products and could have an adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management.

Our success depends on our ability to attract and retain qualified, experienced personnel in the locations in which we operate, and we rely heavily on critical executive and senior management level individuals, as well as those with niche technical skills. For example, the availability and retention of skilled personnel is highly competitive in the current market, particularly in Argentina ~~and Australia~~ where there are combined stressors from inflation and heightened activity and growth within the lithium and mining industries. The inability to recruit and retain key personnel under such challenging conditions, including personnel with technical skills, or the unexpected loss of such personnel may adversely affect our operations. In addition, because of our reliance on these individuals, our future success depends, in part, on our ability to identify and develop or recruit talent to succeed our senior management and other technical positions throughout the organization. If we fail to identify and develop or recruit successors and maintain our competitive advantage, we are at risk of being harmed by the departures of these key employees.

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Some of our employees are unionized or are employed subject to local laws that are less favorable to employers than the laws of the U.S.

As of December 31, ~~2023~~2024, ~~Livent~~Arcadium ~~and~~Lithium ~~Allkem~~ had approximately 12,~~439~~604 ~~and 1,470~~ full time, part-time, ~~and~~ temporary and contract employees~~, respectively~~. A large number of our employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, ~~certain~~some of our operations employees in Argentina are represented by ~~provincial~~national mining unions, ~~that~~and ~~must approve~~ any changes into employment conditions ofsuch ~~employment,~~as ~~including~~ salaries and benefits and staff changes, must be approved by provincial branches of the unions which may impede efforts to restructure our workforce. Due Into inflation challenges in Argentina in prior years, Livent and Allkem had to negotiate wage increases for our employees with these unions ~~because of inflation in Argentina~~ and ~~will~~we beexpect ~~expected~~such negotiations to docontinue so in the future. Livent has a four-year collective bargaining agreement in place at its Argentina operations that is set to expire in 2024 and includes annual salary negotiation. At Allkem's Sale de Vida project, the existing collective bargaining agreement will be replaced when the project reaches the operations phase. At Allkem's Olaroz project, the expired collective bargaining agreement is being renegotiated with the union. Many of the contractors that we use must also comply with the terms of the collective bargaining agreements they have with their own employees. ~~A strike, work stoppage, slowdown or significant dispute with our employees could result in a significant disruption of our operations or higher ongoing labor costs.~~

Arcadium Lithium has enforceable collective bargaining agreements ("CBAs") in place at MdA and Olaroz and is actively negotiating updates with the Argentinian Mining Workers Association (known locally as AOMA). Although both CBAs were due for renegotiation in recent years, ongoing, collaborative discussions have kept them valid and enforceable according to local law and practice, as the dynamics of renegotiations evolve according to market practice and inflation levels. When the Sal de Vida project reaches the operations phase, the existing CBA will likely be updated and amended, in keeping with typical market practice. Many of the contractors that we use must also comply with the terms of the CBAs they have with their own employees. A strike, work stoppage, slowdown or significant dispute with our employees could result in a significant disruption of our operations or higher ongoing labor costs.

Our business and operations could suffer in the event of cybersecurity breaches or disruptions to our information technology systems, as well as those of third parties throughout our global supply chain.

As with all enterprise information systems, our information technology systems, including operational technology ("OT"), as well as those of various third parties on which we rely now or may in the future rely, including our vendors, contractors, consultants and other partners (collectively, "Business Partners"), could be penetrated by outside parties intent on extracting information, corrupting information, or disrupting business processes, and may sustain damage from or otherwise be subject to computer viruses, malicious software, unauthorized access, data breaches, phishing attacks, cybercriminals, natural disasters (including hurricanes and earthquakes), terrorism, war and telecommunication and electrical failures. Such information technology systems (including OT) are additionally vulnerable to security breaches from inadvertent or intentional actions by our employees, Business Partners, and/or other third parties. Any of the foregoing may compromise our system infrastructure (including OT), or that of our Business Partners, or lead to data leakage. Such systems, which contain critical information about our business (including trade secrets, digital supply chain information, and confidential and personal information of our customers, Business Partners and employees), have in the past been, and likely will in the future be, subject to unauthorized access attempts. Unauthorized access could disrupt our business operations and could result in failures or interruptions in such ~~computer~~information technology systems and in the loss of assets (including our trade secrets and confidential business information), which could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise have a material adverse effect on our business, financial condition or results of operations. In addition, breaches of our security measures or the security measures of our Business Partners or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information, personal information or other sensitive or confidential information about the Company, our employees, Business Partners or customers, could result in litigation, violations of various data privacy regulations in some jurisdictions, and also potentially result in liability to us. This could damage our reputation, or otherwise harm our business, financial condition, or results of operations, and the devotion of additional resources to the security of such information technology systems in the future could significantly increase the cost of doing business. Our integration of the information technology systems of Livent and Allkem in connection with the Allkem Livent merger may compound such risks as a result of unforeseen circumstances, including insufficient resources, human error or the consolidation or replacement of the roles of certain Business Partners.

38We rely on our Business Partners to implement effective security measures and identify and correct for any such failures, deficiencies or breaches. If the information technology systems of our Business Partners become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such incidents and to develop and implement protections to prevent future events of this nature from occurring. Any cybersecurity insurance that we may have in place may not cover such expenses. Additionally, if our Business Partners fail to maintain or protect their information technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to their information technology systems, we or our Business Partners could have difficulty preventing, detecting and controlling such cyber breaches, and any such breaches could result in losses described above as well as disputes with our partners, regulatory sanctions or penalties, increases in operating expenses, expenses or lost revenues or other adverse consequences, any of which could have a material adverse effect on our business, financial condition, or results of operations.

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~~dissemination~~We ofare ~~proprietary~~subject ~~information~~to orvarious ~~sensitive or confidential information about the Company~~laws, ~~our employees~~rules, ~~Business Partners or customers, could result in litigation, violations of various data privacy~~ regulations ~~in some jurisdictions,~~ and ~~also~~guidelines ~~potentially~~relating ~~result in liability~~ to ~~us.~~data ~~This~~privacy ~~could damage our reputation,~~ and/or ~~otherwise~~the ~~harm~~use ~~our business, financial condition, or results of operations,~~ and ~~the~~processing ~~devotion~~ of ~~additional~~personal ~~resources to the security of such~~ information ~~technology systems in the future could significantly increase the cost of doing business~~. Our integration of the information technology systems of Livent and Allkem in connection with the Allkem Livent merger may compound such risks as a result of unforeseen circumstances, including insufficient resources, human error or the consolidation or replacement of the roles of certain Business Partners.

We ~~rely~~are, onand ~~our~~may ~~Business~~increasingly ~~Partners~~become, subject to ~~implement~~various ~~effective~~laws, ~~security~~directives, ~~measures~~industry ~~and~~standards, ~~identify~~rules and ~~correct~~regulations, ~~for~~as ~~any~~well ~~such~~as ~~failures~~contractual obligations, ~~deficiencies~~related orto ~~breaches.~~data Ifprivacy and/or the ~~information~~use ~~technology~~and ~~systems~~processing of ~~our~~personal ~~Business~~information ~~Partners~~in ~~become~~the ~~subject~~jurisdictions in which we operate. The regulatory environment related to ~~disruptions~~data privacy and/or ~~security~~the ~~breaches,~~use weand ~~may~~processing ~~have~~of ~~insufficient~~personal ~~recourse~~information ~~against~~is ~~such~~increasingly ~~third~~rigorous, ~~parties~~with new and weconstantly ~~may~~changing ~~have~~requirements applicable to ~~expend~~our ~~significant~~business, ~~resources~~and is likely to ~~mitigate~~remain ~~the~~uncertain ~~impact~~for ofthe ~~such~~foreseeable ~~incidents~~future. ~~and~~These tolaws, ~~develop~~rules and ~~implement~~regulations ~~protections~~may tobe ~~prevent~~interpreted ~~future~~and ~~events~~applied ofdifferently ~~this~~over ~~nature~~time and from ~~occurring.~~jurisdiction ~~Additionally~~to jurisdiction, ifand ~~our~~it ~~Business~~is ~~Partners~~possible ~~fail~~that tothey ~~maintain~~will orbe ~~protect~~interpreted ~~their~~and ~~information~~applied ~~technology~~in ~~systems~~ways ~~and~~that ~~data~~may ~~integrity~~have ~~effectively~~a ormaterial ~~fail~~adverse toeffect ~~anticipate~~on our business, ~~plan~~financial ~~for~~condition or ~~manage~~results ~~significant~~of ~~disruptions~~operations. toIf ~~their~~applicable ~~information~~data ~~technology~~privacy ~~systems,~~laws webecome ormore restrictive, our ~~Business~~compliance ~~Partners~~and ~~could~~other ~~have~~costs ~~difficulty~~may ~~preventing~~increase, ~~detecting~~our ~~and~~systems ~~controlling~~may ~~such~~require ~~cyber~~significant ~~breaches~~changes, and ~~any~~our ~~such~~potential reputational harm or liability for security breaches ~~could~~or ~~result~~compliance violations may increase. Moreover, in ~~losses~~light ~~described~~of ~~above~~the ascomplex ~~well~~and asevolving ~~disputes~~nature ~~with~~of ~~our~~privacy ~~partners~~laws, there can be no assurances that we will be successful in our efforts to comply with such laws and associated regulatory ~~sanctions~~expectations. Any failure or ~~penalties,~~perceived ~~increases~~failure inby ~~operating~~us ~~expenses~~to comply with any applicable federal, ~~expenses~~state or ~~lost~~similar ~~revenues~~foreign laws, rules, regulations and guidelines relating to data privacy and/or ~~other~~the ~~adverse~~use ~~consequences,~~and ~~any~~processing of ~~which~~personal information could ~~have~~result ain ~~material~~damage ~~adverse~~to ~~effect~~our onreputation, ~~our~~as ~~business~~well as proceedings or litigation by governmental agencies or consumers, ~~financial~~which ~~condition~~could subject us to significant fines, sanctions, awards, penalties, corrective measures or judgments that could adversely affect our reputation, as well as our results of operations and financial condition.

Our inability to maintain, protect and enforce our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Protection of our patents, trade secrets, trademarks and copyrights, proprietary processes, methods, formulations, and compounds, and the incorporation of such formulations and compounds into various products and other technology, is important to our business. Although our existing processes and products may not be protected or protectable by patents, we generally rely on the intellectual property laws of the U.S. and certain other countries in which our products are produced or sold, as well as licenses and ~~nondisclosure~~non-disclosure and confidentiality agreements, to protect our intellectual property rights. Notwithstanding the measures we take to ensure our intellectual property assets are adequately protected, there are circumstances out of our control that may result in the loss of valuable proprietary technologies. These circumstances include the patent, trade secret and trademark laws of some countries, their enforcement (which may not protect our intellectual property rights to the same extent as the laws of the U.S.), and delays in obtaining intellectual property rights. If patents are eventually issued to us, those patents may or may not provide meaningful protection against competitors or against competitive technologies. There can be no assurance that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

From time to time, we may license or otherwise obtain certain intellectual property rights from third parties and we endeavor to do so on terms favorable to us. However, we may not be able to license or otherwise obtain intellectual property rights on such terms or at all, or we could fail to renew such licenses or such licenses could terminate, which could have a material adverse effect on our ability to create a competitive advantage, create innovative solutions for our customers, and provide products to our customers, which will adversely affect our net sales and our relationships with our customers.

With respect to unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets necessary to develop and maintain our competitive position, while we generally enter into confidentiality and non-disclosure agreements with our employees and third parties to protect our intellectual property, there can be no assurance that these agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of any such breach or an unauthorized use or disclosure of our trade secrets or manufacturing expertise. In addition, third parties may independently develop substantially equivalent proprietary information and techniques and our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technology security systems or direct theft.

If we fail to successfully enforce our intellectual property rights, our competitive position could suffer. We may also be required to spend significant resources to monitor and police our intellectual property rights. Similarly, if we were to infringe on the intellectual property rights of others, our competitive position could suffer. Furthermore, other companies may duplicate or reverse engineer our technologies or design around our patents.

In some instances, litigation may be necessary to enforce our intellectual property rights and protect our proprietary information, or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, could result in substantial costs to us and divert the attention of our management, which could harm our business and results of operations. In addition, any intellectual property litigation or claims against us could result in the loss or compromise of our intellectual property, subject us to significant liabilities, require us to seek licenses on unfavorable terms, prevent us from manufacturing or selling certain products or require us to redesign certain products, any of which could harm our business and results of operations.

Our joint ventures, affiliated entities and contract manufacturers may not operate according to their business plans, and our partners may fail to fulfill their obligations, which could adversely affect our results of operations and may force us to dedicate additional financial or other resources to these joint ventures, affiliates and contract manufacturers.41

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WeOur ~~operate several projects through~~ joint ventures, ~~including~~affiliated ~~Olaroz,~~entities ~~which was developed through a joint venture with Toyota Tsusho Corporation ("TTC")~~ and the provincial government of Jujuy and Naraha, the operations of which are managed by our joint venture partner, TTC. Our subsidiary NLI, which owns the Whabouchi Mine, is a joint venture with IQ and we also have contract ~~manufacturing~~manufacturers ~~arrangements, and we~~ may ~~enter~~not ~~into~~operate ~~further~~according ~~joint ventures and contract manufacturing arrangements in the future. The nature of these arrangements often requires us~~ to ~~share~~their ~~control~~business ~~of certain aspects of such arrangements with third parties~~plans, ~~including a government entity in the case of NLI~~ and ~~Olaroz.~~our ~~Differences~~partners ~~in views, motivations, objectives and priorities among parties~~ may ~~result~~fail ~~in delayed decisions or failures~~ to ~~agree~~fulfill ontheir ~~major issues~~obligations, which incould ~~turn~~adversely ~~may~~affect ~~result in inefficiency or project delays. If these differences cause the affiliated entities, contract manufacturers or joint ventures to deviate from their business plans,~~ our results of operations ~~could be adversely affected~~ and we may beforce ~~required~~us to ~~materially~~dedicate ~~change~~additional ~~the level of our~~ financial ~~and~~or ~~non-financial~~other ~~commitment~~resources to ~~such~~these ~~affiliated~~joint ~~entity~~ventures, ~~contract~~affiliates ~~manufacturing~~and ~~arrangement~~contract ~~or joint venture~~manufacturers.

We operate several projects through joint ventures, including Olaroz, which was developed through a joint venture with Toyota Tsusho Corporation ("TTC") and the provincial government of Jujuy and Naraha, the operations of which are managed by our joint venture partner, TTC. Our subsidiary NLI, which owns the Nemaska Lithium Project, is a joint venture with IQ and we also have contract manufacturing arrangements, and we may enter into further joint ventures and contract manufacturing arrangements in the future. The nature of these arrangements often requires us to share control of certain aspects of such arrangements with third parties, including a government entity in the case of NLI and Olaroz. Differences in views, motivations, objectives and priorities among parties may result in delayed decisions or failures to agree on major issues, which in turn may result in inefficiency or project delays. If these differences cause the affiliated entities, contract manufacturers or joint ventures to deviate from their business plans, our results of operations could be adversely affected and we may be required to materially change the level of our financial and non-financial commitment to such affiliated entity, contract manufacturing arrangement or joint venture.

Our feasibility studies are current only as of the date made and may not be reflective of the latest information and market conditions.

We utilize feasibility studies to estimate the anticipated economic returns of a project. The actual project profitability or economic feasibility may differ from estimates as a result of factors including, but not limited to, changes in volumes, grades and characteristics of resources to be extracted and processed; changes in labor costs or availability of adequate and skilled labor force; changes in operating or capital expenditure assumptions, the quality of the data on which engineering assumptions were made; adverse geotechnical conditions; availability, supply and cost of water and energy; fluctuations in inflation and currency exchange rates; delays in obtaining environmental or other government permits or approvals or changes in the laws and regulations related to our operations or project development; changes in royalty agreements, laws and/or regulations around royalties and other taxes; and weather or severe climate impacts.

For our existing mining operations in Argentina and Australia, the pre-feasibility studies referenced in the Exhibits to this Annual Report utilize geological and metallurgical assumptions, financial projections and price estimates. These estimates are periodically updated to reflect changes in our operations, including modifications to our proven and probable mineral reserves and mineral resources, revisions to environmental obligations, changes in legislation and/or social, political or economic environment, and other significant events associated with natural resource extraction operations. There are numerous uncertainties inherent in estimating quantities and qualities of lithium and costs to extract recoverable reserves, including many factors beyond our control, that could cause results to differ materially from expected financial and operating results or result in future impairment charges. In addition, it cannot be assumed that any part or all of the inferred mineral resources will ever be converted into mineral reserves, as defined by the SEC. See Item 2. Properties, for a discussion and quantification of our current mineral resources and reserves.

Our business could be negatively impacted by sustainability and ESG matters and/or our reporting of such matters.

There is an increasing focus from certain investors, customers, consumers, regulators, government officials, community groups, employees, proxy advisory firms, the press, NGOs and other stakeholders concerning sustainability and ESG matters. From time to time, we communicate certain goals and initiatives regarding environmental matters, responsible sourcing, human rights issues, including modern slavery, corporate governance and social responsibility, including those described in our Company’s Sustainability Report as well as other disclosures. We could fail, or be perceived to fail, in our achievement of such initiatives or goals. We could also fail, or be perceived to fail, to comply with ESG performance or reporting requirements from various stakeholders across jurisdictions. Further, certain products in our supply chain (including materials, chemicals, textiles and technology) and certain services we procure (including those associated with construction, cleaning and laundry, logistics and transportation such as trucking, maritime freight and storage) are considered to be at a higher risk of being impacted by modern slavery. Any indication, real or perceived, that we have contributed to or are linked in any way to actual or perceived human rights violations, including modern slavery, or certain other violations of ESG standards for responsible production, could have an adverse impact on our business and reputation.

We could be criticized, including through social media, for the scope or extent of our initiatives or goals or perceived as not acting responsibly in connection with these matters. Our business and our reputation could be negatively impacted by such ~~shortcomings,~~criticisms ~~failings~~ or perceptions, and this could impact employee recruitment and retention, and the willingness of customers and our partners to do business with us or our customers. Any such sustainability and ESG issues, could have a material adverse effect on our business.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings methodologies for evaluating companies on their approach to ESG matters, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and the diversion of investment to other companies or industries.

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The Company’s business and reputation could also be negatively impacted by shortcomings, failings or adverse perceptions in ESG matters of the industries and customers we serve, as well as that of the suppliers, contractors and business partners we work with.

Regulatory and Governmental Risks:

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Our business and financial results may be adversely affected by various legal and regulatory proceedings.

We are involved from time to time in legal and regulatory proceedings, which may be material. The outcome of proceedings, lawsuits and claims may differ from our expectations, leading us to change estimates of liabilities and related insurance receivables.

Legal and regulatory proceedings, whether with or without merit, and associated internal investigations, may be time-consuming and expensive to prosecute, defend or conduct, divert management’s attention and other resources, inhibit our ability to sell our products, result in adverse judgments for damages, injunctive relief, penalties and fines, and otherwise negatively affect our business.

We and our operations, facilities, products and raw materials are subject to environmental, health and safety laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business.

We are subject to extensive federal, state, local, and foreign environmental, health and safety laws and regulations, including in the United States, the UK, Europe, Argentina, Australia, Canada, China and Japan, regulations, directives, rules and ordinances concerning, among other things, employee health and safety, the composition of our products, the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the usage and availability of water, the cleanup of contaminated properties (including the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly known as CERCLA or Superfund, in the U.S., and similar foreign and state laws) and the reclamation of our brine extraction operations and certain other assets at the end of their useful life. In addition, our production facilities require numerous operating permits. Due to the nature of these requirements and changes in our operations, we may incur substantial capital and operating costs, which may have a material adverse effect on our results of operations.

We may also incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations or permit requirements. In addition, we may be required to either modify existing or obtain new permits to meet our capacity expansion plans. We may be unable to modify or obtain such permits or if we can, it may be costly to do so. Furthermore, environmental, health and safety laws and regulations are subject to change and have become increasingly stringent in recent years. Future environmental, health and safety laws and regulations, or changes to existing laws or regulations, could require us to alter our production processes, acquire pollution abatement or remediation equipment, modify our products or incur other expenses, which could harm our business and results of operations.

If we violate environmental, health and safety laws or regulations, in addition to being required to correct such violations, we can be held liable in administrative, civil or criminal proceedings for substantial fines and other sanctions could be imposed that could disrupt or limit our operations. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed without regard to ~~violations~~fault ofor ~~laws~~whether orthe ~~regulations~~release of or ~~other~~exposure ~~fault,~~to hazardous substances violated applicable laws or regulations and may also be imposed jointly and severally. Such liabilities may also be imposed on ~~many different entities, including,~~ for ~~example,~~releases ~~current~~of ~~and~~hazardous ~~prior~~substances ~~property~~at ~~owners~~our current or ~~operators~~former facilities, as well as ~~entities~~at ~~that~~third ~~arranged~~party facilities used for the disposal of ~~the~~ hazardous substances generated by our operations.

We have in the past, and may in the future, be subject to claims by third parties or employees relating to exposure to hazardous materials and the associated liabilities may be material. We also have generated, and continue to generate, hazardous wastes at a number of our facilities, including our Bessemer City, North Carolina facility, Fénix, Sales de Jujuy and Sal de Vida in Argentina, ~~James Bay~~Galaxy, Canada, and Mt Cattlin, Australia. Additional information may arise in the future concerning the nature or extent of our liability with respect to Bessemer City, North Carolina, Sales de Jujuy, and Sal de Vida, and additional sites may be identified for which we are alleged to be liable, that could cause us to materially increase our environmental accrual or the upper range of the costs we believe we could reasonably incur for such matters.

Scientists periodically conduct studies on the potential human health and environmental impacts of chemicals, including products we manufacture and sell. Also, nongovernmental advocacy organizations and individuals periodically issue public statements alleging human health and environmental impacts of chemicals, including products we manufacture and sell. Based upon such studies or public statements, our customers may elect to discontinue the purchase and use of our products, even in the absence of any reliable scientific basis for such public statements or any controlling government regulation. Such actions could significantly decrease the demand for our products and, accordingly, have a material adverse effect on our business, financial condition, cash flows and profitability.

We manufacture or market a number of products that are or have been the subject of attention by the European Union and United Kingdom regulatory authorities. Concern about the impact of some of our products on human health or the environment may lead to regulation, or reaction in our markets independent of regulation, that could reduce or eliminate markets for such products. Our business and our customers are subject to significant requirements under REACH, which imposes obligation on European Union manufacturers and importers of chemicals and other products into the European Union to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. Currently, certain lithium products are undergoing a risk assessment review under REACH, which may eventually result in restrictions in the handling or use of lithium carbonate and other lithium products that we produce, which may increase our production costs. 43

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InWe ~~addition~~manufacture or market a number of products that are or have been the subject of attention by the European Union, ~~REACH~~South ~~regulations~~Korean ~~impose~~and ~~significant~~United ~~additional~~Kingdom ~~burdens~~regulatory authorities. Concern about the impact of some of our products on ~~chemical~~human ~~producers,~~health ~~importers~~or the environment may lead to regulation, ~~downstream~~or ~~users~~reaction in our markets independent of ~~chemical~~regulation, ~~substances~~that could reduce or eliminate markets for such products. Our business and ~~preparations~~our customers are subject to significant requirements under REACH, which imposes obligations on European Union manufacturers and importers of chemicals and other products into the ~~entire~~European ~~supply~~Union ~~chain~~to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. ~~South~~Currently ~~Korea~~certain ~~has~~lithium aproducts ~~similar~~are ~~Act~~being evaluated under the EU REACH regime for possible changes to their hazard classifications, which may eventually result in restrictions on the ~~Registration~~handling and ~~Evaluation~~use of ~~Chemicals~~certain lithium salts that we produce, which may increase our production costs. While the REACH Risk Advisory Committee has recently recommended a higher risk category for these salts, the EU policy review and formal adoption process continues and the ultimate outcome is ~~known~~not ascertain. REACH and the similar laws of South Korea and the United Kingdom ("K-REACH." ~~Both REACH~~ and K"UK-REACH" respectively) may lead to significant compliance costs and result in increases in the costs of raw materials we purchase and the products we sell. Increases in the costs of our products could result in a decrease in their overall demand;: additionally, customers may seek alternate products that are not as strictly regulated, which could ~~also~~ result in a decrease in the demand offor ~~certain~~our ~~products~~ subject ~~to the REACH and/or K-REACH regulations~~products. If we fail to comply with ~~REACH,~~such ~~K-REACH or other similar~~ laws and regulations, we may be subject to penalties or other enforcement actions, including fines, injunctions, recalls or seizures, which would have a material adverse effect on our financial condition, cash flows and profitability.

As with all mining operations and exploration projects, our operations and activities are expected to have an impact on the environment. Accordingly, in the event of noncompliance, our operations may give rise to potentially substantial costs for environmental rehabilitation, damage control and losses that exceed our estimates. Our operations also create the possibility of regulatory intervention or litigation. All of these results could adversely impact our operations, reputation, results of operations and financial condition.

Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions. We have operations in the jurisdictions that have implemented, or may implement, measures to achieve objectives under the 2015 Paris Climate Agreement, an international agreement linked to the United Nations Framework Convention on Climate Change (“UNFCC”), which set targets for reducing greenhouse gas emissions. Significant regional or national differences in approaches to environmental laws and regulations could affect us disproportionately compared to our competitors and result in a competitive disadvantage to us.

The outcome of new legislation or regulation in the jurisdictions in which we operate may result in new or additional requirements, additional charges to fund energy efficiency activities, and fees or restrictions on certain activities. We may have heightened credit risk due to our exposure to climate risks. While certain climate change initiatives may result in new business opportunities for us in the area of alternative fuel technologies and emissions control, compliance with these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us. We may not be able to recover the cost of compliance with new or more stringent laws and regulations, which could adversely affect our business and negatively impact our growth. Furthermore, the potential impact of climate change and related regulation, market trends or litigation on the Company is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results of operations.

Environmental laws and regulations applicable to our operations and products are subject to change and may evolve toward stricter standards and enforcement policies and practices, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility and liability for companies and their officers, directors and employees. These changes (especially those relating to the challenges posed by climate change and the transition to a lower-carbon economy) could increase the cost of our exploration, development and mining activities or delay or preclude those activities altogether, and could materially increase our cost of doing business, require us to incur significant expenses and undertake significant investments, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are limited by our reliance on obtaining and complying with licenses, permits and other approvals required in order to operate and conduct business.

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To conduct our business in certain jurisdictions, we must obtain various governmental licenses, permits, authorizations, concessions and other approvals in connection with our activities, including in Argentina, Australia, the United States, China, Canada and Japan. Such required approvals are related to the laws and regulations that govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, surface rights, environmental protection, safety and other matters. Obtaining and complying with the necessary operating authorizations or governmental regulations involves inherent uncertainty and can be complex, costly and time consuming.

The duration, cost and success of our applications for these operating authorizations are contingent on many factors, including those outside of our control. A delay in obtaining or renewing, or a failure to obtain or renew, a necessary permit may delay our projects or render our projects unable to proceed. The operating authorizations that we need may not be issued, maintained or renewed either in a timely fashion or at all, which may constrain our ability to conduct mining operations and development activities, and which in turn may impact our operations, results of operations and financial condition.

Additionally, new laws or regulations may be enacted, or existing laws and regulations could be applied in a manner, which could limit or curtail our activities, and the ultimate development or operation of our assets may also be negatively impacted. Any inability to conduct our mining operations or development activities pursuant to applicable required authorizations could materially reduce our production and cash flow.

We are subject to extensive and dynamic environmental laws and regulations.

Our operations and activities are subject to the environmental laws and regulations of Argentina, Australia, Canada, China and Japan. These environmental laws and regulations are evolving to require stricter standards, enforcement behaviors, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility and liability for companies and their officers, directors and employees. Changes in environmental legislation and our required compliance with that legislation could increase the cost of our exploration, development and mining activities or delay or preclude those activities altogether.

We are unable to predict the effect of changes to current environmental laws and regulations or additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase our cost of doing business or affect our operations in any area. New environmental laws, regulations or stricter enforcement policies (especially those relating to the challenges posed by climate change and the transition to a lower-carbon economy), once implemented, may require us to incur significant expenses and undertake significant investments which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are impacted by our relations with local communities and may also be subject to native title and heritage legislation, including in Australia and Canada, which may prevent us from obtaining required permits and licenses in a timely manner, or at all.

The ongoing support of the local communities, including Indigenous communities, and the appropriate management of local community expectations are critical to our operational and development activities at many of our locations. Our relationships with local communities may be impacted by various factors outside of our control, including, for example, traditions, land use customs, social unrest or widespread social issues. Without support and healthy relations with local communities surrounding our key assets, our operations may be adversely impacted.

We operate in jurisdictions that are governed by native title and heritage legislation, including in Australia and Canada. Native title and heritage legislation may affect our ability to gain access to prospective exploration areas or obtain required permits and licenses. We may, from time to time, be required to negotiate with Indigenous landowners and First Nations peoples for access and other rights required in order to mine on particular properties. There may be significant delays and costs associated with these negotiations in order to reach an agreement acceptable to all relevant parties. This may delay or halt our operations and development activities in certain areas and adversely affect our financial results.

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these negotiations in order to reach an agreement acceptable to all relevant parties. This may delay or halt our operations and development activities in certain areas and adversely affect our financial results.

The IRS may not agree that we are a non-U.S. corporation for U.S. federal income tax purposes as a result of the Allkem/Livent Merger.

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, the Company, which is incorporated under the laws of the Bailiwick of Jersey and is an Irish tax resident, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains rules that may cause a non-U.S. corporation to, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If the Company were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial U.S. tax liability, in addition to tax liability in its country of residence, and the gross amount of any dividend payments to its non-U.S. holders could be subject to U.S. withholding tax.

The Company does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. However, the application of the rules under Section 7874 of the Code is complex and subject to uncertainty, and there is limited guidance regarding their application. Moreover, the application of Section 7874 of the Code to the facts and circumstances of the Allkem Livent Merger is uncertain. Finally, if a transaction is a potential "third-country" transaction, the threshold U.S. ownership percentage (determined in accordance with the Section 7874 rules) for treatment of the relevant corporation as a U.S. corporation under Section 7874 is lower (i.e., 60%) than if the transaction were not a potential "third-country" transaction (i.e., 80%). Because the Allkem Livent Merger is a potential third-country transaction, the 60% ownership test, rather than the 80% ownership test, will apply to determine whether the Company is treated as a U.S. corporation under Section 7874 of the Code. The Section 7874 ownership percentage of the Livent stockholders was determined to be less than 60%. Therefore, the Company believes that the Allkem Livent Merger will not be treated as a "third-country transaction" as that term is used in the applicable Treasury Regulations.

If the IRS were to successfully challenge under Section 7874 of the Code the Company’s status as a non-U.S. corporation for U.S. federal income tax purposes, the Company and certain shareholders of the Company would be subject to significant adverse tax consequences, including a higher effective corporate tax rate on the Company and future withholding taxes on certain shareholders.

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If we are a passive foreign investment company, U.S. holders of our shares could be subject to adverse U.S. federal income tax consequences.

Based on the composition of our income, assets and operations, we believe we were not a passive foreign investment company ("PFIC") for U.S. federal income tax purposes for the ~~2023~~2024 taxable year. If we or any of our subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder of our ordinary shares, such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that the Company was not a PFIC for U.S. federal income tax purposes for the ~~2023~~2024 taxable year or will not be a PFIC for U.S. federal income tax purposes for future taxable years.

If a U.S. investor is treated for U.S. federal income tax purposes as owning directly or indirectly at least 10% of our shares, such U.S. investor may be subject to adverse U.S. federal income tax consequences.

For U.S. federal income tax purposes, if a U.S. investor is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our shares, such U.S. investor may be treated as a "United States shareholder" with respect to the Company, or any of our non-U.S. subsidiaries, if the Company or such subsidiary is a "controlled foreign corporation." A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. As we have U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations under certain attribution rules regardless of whether we are treated as a controlled foreign corporation.

Under these rules, certain U.S. shareholders (that directly or indirectly own at least 10% of the value or voting power of our shares) may be required to report annually and include in their U.S. federal taxable income their pro rata share of our non-U.S. subsidiaries' "Subpart F income" and, in computing their "global intangible low-taxed income," "tested income" and a pro rata share of the amount of certain U.S. property held by the subsidiaries regardless of whether such subsidiaries make any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such U.S. shareholder to significant monetary penalties and may extend the statute of limitations with respect to such U.S. shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due. The Company does not intend to assist U.S. investors in determining whether we or any of our non-U.S. subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes or whether any U.S. investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any investor information that may be necessary to comply with reporting and tax paying obligations if we, or any of our non-U.S. subsidiaries, are treated as a controlled foreign corporation for U.S. federal income tax purposes. U.S. investors who directly or indirectly own 10% or more of the combined voting power or value of our shares are strongly encouraged to consult their own tax advisors regarding the U.S. tax consequences of owning or disposing of our shares.

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corporation for U.S. federal income tax purposes. U.S. investors who directly or indirectly own 10% or more of the combined voting power or value of our shares are strongly encouraged to consult their own tax advisors regarding the U.S. tax consequences of owning or disposing of our shares.

Changes to the global tax regime may adversely affect our effective tax rate, potential tax liability, operations or financial performance.

In August 2022, the Inflation Reduction Act (the "IRA") was signed into law, which ~~includes~~included the implementation of a new corporate alternative minimum tax (the "CAMT"), among other provisions. The CAMT imposes a minimum tax on the adjusted financial statement income ("AFSI") for "applicable corporations" with average annual AFSI over a three-year period in excess of $1 billion. A corporation that is a member of a foreign-parented multinational group must include the AFSI (with certain modifications) of all members of the group in applying the $1 billion test but would only be subject to CAMT if the three-year average AFSI of its U.S. members, U.S. trades or business of foreign group members that are not subsidiaries of U.S. members, and foreign subsidiaries of U.S. members exceeds $100 million. Although we currently do not believe that the CAMT will have a significant impact on our tax results, there are a number of uncertainties and ambiguities as to the interpretation and application of the CAMT, and it is possible that any future guidance with respect to the interpretation and application of the CAMT could result in the CAMT having a material effect on our liability for corporate taxes and our consolidated effective tax rate.

OnIn October 8, 2021, the Organization for Economic Co-operation and Development ("OECD")/G20 inclusive framework on Base Erosion and Profit Shifting (the "Inclusive Framework") published a statement updating and finalizing the key components of a two-pillar plan on global tax reform originally agreed to on July 1, 2021, and a timetable for implementation by 2023. The timetable for implementation has since been extended ~~to 2024~~. The Inclusive Framework plan has now been agreed to by more than 140 OECD members, including several countries which did not agree to the initial plan. Under pillar one, a portion of the residual profits of multinational businesses with global turnover above €20 billion and a profit margin above 10% will be allocated to market countries where such allocated profits would be taxed. Under pillar two, the Inclusive Framework has agreed on a global minimum corporate tax rate of 15% for companies with revenue above €750 million, calculated on a country-by-country basis. OnIn October ~~30,~~ 2021, the G20 formally endorsed the new global minimum corporate tax rate rules. The Inclusive Framework agreement must now be implemented by the OECD members who have agreed to the plan, effective in 2024. On December 15, 2022, the European Union member states unanimously adopted the directive to implement pillar two rules. According to the directive, the member states are expected to enact pillar two rules into domestic law in 2023, with certain elements becoming effective on or after December 31, 2023.

The OECD has published model rules and other guidance with respect to pillar two, which are generally consistent with the agreement reached by the Inclusive Framework in October 2021. Throughout 2023, the Inclusive Framework released technical and administrative guidance on the implementation of pillar two, including the provision of temporary and permanent safe harbors, reporting requirements and clarifications on the application of the rules. We will continue to monitor the implementation of the Inclusive Framework agreement by the countries in which we operate. While we are unable to predict when and how the Inclusive Framework agreement will be enacted into law in all countries, it is possible that the implementation of the Inclusive Framework agreement, including the global minimum corporate tax rate, could have a material effect on our liability for corporate taxes and our consolidated effective tax rate. A number of the jurisdictions in which we operate have enacted their local implementation of the Pillar Two Rules already, while others have published draft legislation or started the legislative process. But, to date, the majority of the countries in which we operate have not enacted or substantively enacted pillar two rules as part of their national laws. As each country will legislate their own legislation, this may create uncertainties and ambiguities as to the interpretation and application of the pillar two rules, and while consultation on a number of areas remains ongoing, we will continue to monitor developments closely.46

Pillar two rules provide primary taxing rights to the jurisdiction of the ultimate parent entity’s tax residence. As we intend to maintain tax residency solely in the Republic of Ireland, the transposition by the Government of Ireland of the pillar two rules into domestic legislation will be of particular relevance to us. The Government of Ireland transposed the pillar two rules into domestic legislation as part of the Finance (No. 2) Act 2023 (the "Finance Act"). The Finance Act included an Income Inclusion Rule (IIR) and an Undertaxed Profits Rule (UTPR), as well as a Qualified Domestic Top-up Tax (QDTT). The IIR and QDTT will take effect for fiscal years commencing on or after December 31, 2023 and the UTPR will take effect for fiscal years commencing on or after December 31, 2024. The Finance Act closely follows the EU Minimum Tax Directive and OECD Guidance released to date, including the latest Guidance issued on December 18, 2023 which was incorporated by the Minister of Finance through a Ministerial Order on December 20, 2023. For completeness, the Government of Jersey also confirmed its approach to pillar two in a statement on May 19, 2023, where it stated that its intention was to implement the income inclusion rule and a domestic minimum tax to provide a 15% effective tax rate for large in-scope multinational enterprises from January 1, 2025. On the assumption that we will maintain our tax residency solely in the Republic of Ireland, the transposition of the pillar two rules by the Government of Jersey into domestic legislation should not have application to us. Our expectation is that this would impact us only if we were in the future to become tax resident in Jersey, or to have Jersey tax resident entities within our group.

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Inagreement ~~addition,~~must onnow ~~February~~be 1,implemented ~~2023,~~by the ~~U.S.~~OECD ~~Financial~~members ~~Accounting~~who ~~Standards~~have ~~Board~~agreed ~~indicated~~to ~~that they believe~~ the ~~minimum~~plan, ~~tax~~effective ~~imposed~~in ~~under~~2024. ~~pillar~~On ~~two~~December ~~is an alternative minimum tax~~15, ~~and~~2022, ~~accordingly, deferred tax assets and liabilities associated with~~ the ~~minimum~~European ~~tax~~Union ~~would~~member ~~not~~states beunanimously ~~recognized~~adopted ~~or adjusted for~~ the ~~estimated~~directive ~~future~~to ~~effects~~implement ofpillar ~~the~~two ~~minimum tax but would be recognized in the period incurred~~rules.

The OECD has published model rules and other guidance with respect to pillar two, which are generally consistent with the agreement reached by the Inclusive Framework in October 2021. The Inclusive Framework has released technical and administrative guidance on the implementation of pillar two, including the provision of temporary and permanent safe harbors, reporting requirements and clarifications on the application of the rules. We will continue to monitor the implementation of the Inclusive Framework agreement by the countries in which we operate. While we are unable to predict when and how the Inclusive Framework agreement will be enacted into law in all countries, it is possible that the implementation of the Inclusive Framework agreement, including the global minimum corporate tax rate, could have a material effect on our liability for corporate taxes and our consolidated effective tax rate. A majority of the jurisdictions in which we operate have enacted their local implementation of the Pillar Two Rules already. However, not all of the countries in which we operate, including the United States and Argentina have enacted or substantively enacted pillar two rules as part of their national laws. Each country enacting their own legislation may create uncertainty and ambiguity as to the interpretation and application of the pillar two rules, and while consultation on a number of areas remains ongoing, we will continue to monitor developments closely.

Pillar two rules provide primary taxing rights to the jurisdiction of the ultimate parent entity’s tax residence. As we intend to maintain tax residency solely in the Republic of Ireland, the transposition by the Government of Ireland of the pillar two rules into domestic legislation will be of particular relevance to us. The Government of Ireland transposed the pillar two rules into domestic legislation as part of the Finance (No. 2) Act 2023 (the "Finance Act"). The Finance Act included an Income Inclusion Rule (“IIR”) and an Undertaxed Profits Rule (UTPR), as well as a Qualified Domestic Top-up Tax (“QDTT”). The IIR and QDTT took effect for fiscal years commencing on or after December 31, 2023, and the UTPR will take effect for fiscal years commencing on or after December 31, 2024. The Finance Act closely follows the EU Minimum Tax Directive and OECD Guidance released to date, including the latest Guidance issued in December 2023 which was incorporated by the Minister of Finance through a Ministerial Order. For completeness, the Government of Jersey also confirmed its approach to pillar two in a statement in May 2023, where it stated that its intention was to implement the income inclusion rule and a domestic minimum tax to provide a 15% effective tax rate for large in-scope multinational enterprises from January 1, 2025. On the assumption that we will maintain our tax residency solely in the Republic of Ireland, the transposition of the pillar two rules by the Government of Jersey into domestic legislation should not have application to us. Our expectation is that this would impact us only if we were in the future to become tax resident in Jersey, or to have Jersey tax resident entities within our group.

In addition, in February 2023, the U.S. Financial Accounting Standards Board indicated that they believe the minimum tax imposed under pillar two is an alternative minimum tax, and, accordingly, deferred tax assets and liabilities associated with the minimum tax would not be recognized or adjusted for the estimated future effects of the minimum tax but would be recognized in the period incurred.

We intend to maintain tax residency solely in the Republic of Ireland. However, were we to be treated as tax resident in an alternative or additional jurisdiction, this could increase the aggregate tax burden on us and our shareholders.

Under Irish law, a company will generally be resident for tax purposes in Ireland if it is either incorporated in Ireland or (if it is not incorporated in Ireland) if the place of its central management and control is in Ireland. This is subject to any alternative position under any applicable double taxation treaty. We are and will remain incorporated and registered in the Bailiwick of Jersey, so will not be presumed automatically to be an Irish resident for tax purposes. The concept of central management and control is fact based and takes into account a number of factors including where our high-level policy and strategic decisions are taken, namely the decisions normally made by the board of directors. Our senior management intends to satisfy all requirements to maintain Irish tax residency by ensuring that central management and control of the combined company continues to rest in Ireland. Our senior management also intends to ensure that we do not establish a tax residency in any other jurisdiction, whether as a result of having our effective management in any other jurisdiction or otherwise. If, however, Irish tax residency is not maintained, or if tax residence is established elsewhere, this could increase the amount of tax payable by us and our shareholders.

Unanticipated changes in our tax provisions, variability of our effective tax rate, the adoption of new tax legislation or exposure to additional tax liabilities could impact our results of operations.

Any change in tax law, interpretation or practice, or in the terms of tax treaties, in a jurisdiction where we and our subsidiaries are subject to tax could increase the amount of tax payable by us and our subsidiaries, either in respect of the Allkem/Livent transaction or in respect of the operations of the Company and its subsidiaries. These changes could negatively affect our financial performance.

We operate in multiple jurisdictions that have differing tax laws and are subject to audit by tax authorities in these jurisdictions, which contributes to the volatility of our effective tax rate. Our future effective tax rates may change from year to year and may be materially impacted by numerous items including: changes in the mix of activities and income earned among the different jurisdictions in which we and our subsidiaries, including Livent and Allkem, operate; changes in tax laws in these jurisdictions; changes in the tax treaties between various countries in which they will operate; changes in eligibility for benefits under those tax treaties; and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating the provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate on all or a portion of the income of the Company and its subsidiaries.

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changes in the tax treaties between various countries in which they will operate; changes in eligibility for benefits under those tax treaties; and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating the provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate on all or a portion of the income of the Company and its subsidiaries.

We have favorable tax concession arrangements with certain tax jurisdictions, which provide for reduced tax rates of income tax, and in certain cases various other taxes. These arrangements are generally valid for a fixed term, subject to renewal at the option of the tax authority. In certain cases, the arrangement is subject to specified conditions which, if not satisfied, may result in the reduction or elimination of the associated beneficial tax arrangement. There can be no assurance that we will be able to renew any favorable tax concession arrangements upon their expiration, or that we will successfully satisfy the conditions required in order to retain any such arrangements. If we are unable to renew any such arrangements or if we do not satisfy the associated conditions, we may lose the benefits of such arrangements, which may have a material adverse effect on our business, financial condition, cash flows and profitability.

We face risks of materially significant adverse outcomes from Tax and Customs Audits.

We are subject to tax and customs audits in all jurisdictions where we operate, including by U.S., Canadian, Australian, Chinese, Japanese, Argentine and other Tax and Customs authorities. These authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing, tax positions taken with respect to various corporate transactions, or other matters, and may assess additional taxes as a result. There can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to our tax liabilities.

Risks Related to Ownership of Our Ordinary Shares:

Our stock price may fluctuate significantly, even in the absence of material updates to company projections or outlook.

The trading price of our ordinary shares is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

•market conditions or investor sentiment in the broader stock market, the end markets into which we sell our products, or our industry in particular;

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•Our ability to achieve the benefits, synergies and cost savings in connection with the Allkem Livent Merger;

•actual or anticipated fluctuations in our quarterly financial and operating results;

•our capital financing decisions and debt levels;

•mergers, acquisitions, joint ventures, divestitures, corporate reorganizations, and other strategic activity, including the proposed transaction with Rio Tinto;

•introduction of new products and services by us, our competitors or customers;

•issuance of new or changed securities analysts’ reports or recommendations;

•the impact of retail investor activity and large block trades;

•additions or departures of key personnel;

•regulatory developments;

•litigation and governmental investigations;

•economic and political conditions or events, including tariffs and trade restrictions; and

•changes in investor perception of our market positions based on third-party information.

These and other factors may cause the market price and demand for our ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares of ordinary shares and may otherwise negatively affect the liquidity of our ordinary shares. In addition, when the market price of a stock is volatile, certain holders of that stock may institute securities class action litigation against the company that issued the stock. IfSome ~~any~~ of our stockholders have brought such a lawsuit against us. As a result of this, we could incur substantial costs defending the lawsuit or any future securities class litigation that may be brought against the company.

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The trading market for our ordinary shares will also be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly or accurately, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

Certain provisions of our Articles of Association could delay or prevent a takeover of the Company by a third party.

Our articles of association could delay, defer or prevent a third party from acquiring the Company, despite any possible benefit to our shareholders or otherwise adversely affect the price of our shares. For example, our articles of association:

•permit our board of directors to issue one or more series of preferred shares with rights and preferences designated by our board of directors;

•impose advance notice requirements for shareholder proposals and nominations of directors to be considered at shareholder meetings;

•require that all vacancies on our board of directors be filled by the Company's other directors; and

•prohibit certain business combinations with an "interested" shareholder / member unless approved by our board of directors.

These provisions may discourage potential takeover attempts, discourage bids for our shares at a premium over the market price or adversely affect the market price of, and the voting and other rights of the holders of, our shares. These provisions could also discourage proxy contests and make it more difficult for our shareholders to elect directors other than the candidates nominated by our board of directors.

We have not declared or paid any cash dividends in the past and are not declaring or paying cash dividends at this time, and payment of dividends to our shareholders is subject to the discretion of the board of directors and may be limited by Jersey law, which may deter certain investors from purchasing our stock.

Any future determination to pay dividends will be at the discretion of our board of directors in accordance with applicable law and will be dependent upon our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, legal requirements, including limitations under Jersey law, and other factors that our board of directors considers relevant. The board of directors may, in its sole discretion, commence dividend payments, change the amount or frequency of dividend payments or discontinue the payment of dividends entirely. For these reasons, you will not be able to rely on dividends to receive a return on your investment. At this time, no declaration or payment of cash dividends has been made or planned.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

Statement under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: We and our representatives may from time to time make written or oral statements that are "forward-looking" and provide other than historical information, including statements contained in Item 1. Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Form 10-K, in our other filings with the SEC, or in reports to our stockholders.

In some cases, we have identified forward-looking statements by such words or phrases as "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends" or similar expressions identifying "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. These forward-looking statements may include projections of our future results of operations, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the risk factors listed in Item 1A "Risk Factors" of this Form 10-K. You should specifically consider the numerous risks outlined under "Risk Factors." We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

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within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. These forward-looking statements may include projections of our future results of operations, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the risk factors listed in Item 1A "Risk Factors" of this Form 10-K. You should specifically consider the numerous risks outlined under "Risk Factors." We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Form 10-K to conform our prior statements to actual results or revised expectations.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

Cybersecurity Risks

Cybersecurity Risk Management and Strategy

Arcadium Lithium is committed to protecting its information systems and data from unauthorized access, use, disruption, and destruction. Our cybersecurity risk management strategy is designed to detect, assess, and manage cybersecurity risks in an organized and effective manner with active involvement from the board of directors and management. We also endeavor to actively maintain and monitor our cybersecurity program to stay ahead of the emerging cybersecurity threat landscape.

Our cybersecurity program includes the following key elements:

•Enterprise Risk Management ("ERM") process to identify and prioritize cybersecurity risks.

•Strong cybersecurity program that conforms to the National Institute of Standards and Technology framework, including a zero-trust model, monitoring, and threat intelligence.

•Cybersecurity awareness training program to educate employees about risks and how to detect malicious attack attempts.

•Cybersecurity Incident Response plan that is tightly integrated with the Global Crisis Management Plan to effectively respond and recover from material incidents.

•Risk-based security architecture designed to protect our most critical assets from the most common threats.

•Maintenance of a cybersecurity insurance policy.

Our ERM program is maintained and overseen by a cross-functional team of business leaders from across the organization. The program incorporates regular sessions to review the Company's overall risk posture, identify new risks and develop mitigation strategies. ERM matters are reviewed with the Risk Council Review Committee and are ultimately overseen by the Audit Committee of the Board of Directors, which regularly meets with and receives guidance and support from the Board of Directors.

Board of Directors Oversight of Cybersecurity Risks

The Board of Directors is responsible for overseeing Arcadium Lithium's Enterprise Risk Management, which includes cybersecurity reporting.

The process includes:

•Receipt of regular updates from the Audit Committee of the Board of Directors on the latest cybersecurity risk posture and overall effectiveness of the Company's cybersecurity program.

•Independent reviews of the Company's cybersecurity program through the SOX audit process.

•Regular discussions about cybersecurity risks at meetings of the board of directors.

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Management's Role in Assessing and Managing Material Risks from Cybersecurity Threats

Our management team has a comprehensive understanding of the Company's cybersecurity posture and associated risks. The team possesses significant expertise and experience to develop, implement and maintain appropriate cybersecurity controls to reduce risk and seek to keep the Company safe from malicious attacks.

Furthermore:

•Management regularly assesses company risk posture using internal reporting and monitoring tools.

•Management develops and implements mitigation strategies that are based on industry best practice.

•Management monitors and maintains the effectiveness of the cybersecurity program through penetration testing and regular assessments.

The management team also works with external advisors, partners, and auditors for expert guidance on all cybersecurity-related matters.

To date, no cyber threats have materially adversely affected the Company.

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ITEM 2. PROPERTIES

Arcadium Lithium has eight operational manufacturing facilities in six countries, in addition to our lithium extraction operations in Salar del Hombre Muerto and in Salar de Olaroz, Argentina and in Mt Cattlin, Australia. We have 1716 facilities in nine countries to support our sales, marketing, research and development and other administrative needs, including our leased offices in Philadelphia, Pennsylvania. The properties include Allkem’s manufacturing facilities, extraction operations and other properties acquired in the Allkem Livent Merger. Our research, development and innovation facilities are located in Bessemer City, North Carolina.

We have long-term mineral rights to the lithium reserves in mineral properties in Argentina and Australia and in development stage properties in Canada. We require the lithium brine, lithium spodumene and lithium products that are mined from the reserves of our production stage properties, without which other sources of raw materials would have to be obtained. See "Item 1. Business" included in this Form 10-K for further discussion of our raw materials.

We ~~believe~~consider all of our plants, facilities ~~are~~and equipment to be suitable and adequate for the business we conduct and in good operating condition. We maintain them regularly. The function and location of our owned or leased properties is presented in the table below:

Location

Function

Leased/Owned

United States

Philadelphia, Pennsylvania

Corporate Administrative

Leased

Bessemer City, North Carolina

Manufacturing and Research

Owned

Charlotte, North Carolina

Sales and Administrative

Leased

Houston, Texas

Corporate Administrative

Leased

South America

Fénix, Argentina (located within the Salar del Hombre Muerto)

Lithium Extraction and Manufacturing

Owned

Guëmes, Argentina

Manufacturing

Owned

Catamarca, Argentina

Administrative

Leased

Salta, Argentina

Administrative

Owned

Pocitos, Salta, Argentina

Transfer Station

Land use right so long as we have our mining concession

Salar de Olaroz, Jujuy, Argentina

Lithium Extraction and Manufacturing

Owned(1)

Salar de Cauchari, Jujuy, Argentina(Cauchari Project)

Lithium Extraction and Manufacturing (~~currently~~pre-feasibility ~~under development~~stage)

Owned

Sal de Vida, Argentina (located within the Salar del Hombre Muerto)Catamarca

Lithium Extraction and Manufacturing (currently under development)

Owned

Ciudad de Buenos Aires,Buenos Aires, Argentina

Regional Headquarters

Leased

San Salvador de Jujuy, Jujuy, Argentina

Administrative

Leased

San Fernando del Valle deCatamarca, Catamarca, Argentina

Administrative

Leased

Europe

Bromborough, United Kingdom

Manufacturing and Sales

Leased

Asia

Zhangjiagang, China

Manufacturing

Land use right, building owned

Shanghai, China

Sales and Administrative

Leased

Tokyo, Japan

Sales

Leased

Naraha, Fukushima, Japan

Manufacturing

Owned(2)

Seoul, South Korea

Sales

Leased

Singapore

Operations and Administrative

Leased

Canada

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Europe

Location

Function

Leased/Owned

Bromborough, United Kingdom

Manufacturing and Sales

Leased

Whabouchi Mine, James Bay region of Québec (Nemaska Lithium Project)

Production of lithium spodumene minerals and lithium concentrate (currently under development)

Owned(3)

Asia

Bécancour, Québec (Nemaska Lithium Project)

Manufacturing (currently under development)

Owned(3)

Zhangjiagang, China

Manufacturing

Land use right, building owned

Shanghai, China

Sales and Administrative

Leased

Tokyo, Japan

Sales

Leased

Naraha, Fukushima, Japan

Manufacturing

Owned(2)

Seoul, South Korea

Sales

Leased

Singapore

Operations and Administrative

Leased

Canada

Whabouchi Mine, James Bay region of Québec

Production of lithium spodumene minerals and lithium concentrate (currently under development)

Owned(3)

Bécancour, Québec

Manufacturing (currently under development)

Owned(3)

Matagami, Québec

Transfer Station

Owned(3)

James Bay, Québec

Production of lithium spodumene minerals and lithium concentrate (currently under development)

Owned

James Bay, Québec (Galaxy)

Production of lithium spodumene minerals and lithium concentrate (currently under development)

Owned

Montreal, Québec

Administrative

Leased

Toronto, Ontario

Administrative

Leased

Australia

Mt Cattlin, Western Australia

~~Production~~Manufacturing and production of lithium spodumene minerals and lithium concentrate

Owned

Perth, Western Australia

Administrative

Leased

Brisbane, Queensland

Administrative

Leased

__________________

1.Olaroz is owned through a joint venture with ownership of 66.5% by Arcadium, 25% by TTC and 8.5% by JEMSE. ~~Cauchari is wholly owned by Arcadium.~~

2.Naraha is owned through a joint venture, TLC, with economic ownership of 75% by Arcadium and 25% by TTC.

3.Whabouchi and Bécancour, are 50% owned through Nemaska Lithium Inc., a joint venture. The remaining 50% economic interest in NLI is owned indirectly by the government of the province of ~~Quebec~~Québec, Canada, through Investissement Québec.

Mineral Properties

Set forth below is information regarding our mining properties, which has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, issued by the SEC. 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 ("Subpart 1300"). 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, as defined in Subpart 1300 ("QP"), that the mineral resources can be the basis of an economically viable project.

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 degree of uncertainty as to their existence that is too high 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, it cannot be assumed that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, that it will ever be upgraded to a higher category, or that all or any part of the inferred mineral resources will ever be converted into mineral reserves. All currency references are in US dollars unless otherwise stated.

Overview

The mineral property information presented below includes the mineral properties owned by ~~Livent~~the ~~(our~~Company ~~predecessor) and Allkem~~ at December 31, ~~2023~~2024. We acquired all of Allkem's interests in its mineral properties on January 4, 2024, upon the completion of the Allkem Livent Merger. In certain cases, the assumptions and methods in determining mineral resources and mineral reserves for Livent's and Allkem's legacy properties as of December 31, 2024 differed, as noted in the text and the footnotes that accompany the tables below, and in the technical report summaries (each technical report summary, a "TRS") prepared by various QPs, as described below. Where these differences arise they are mainly related to differences in professional opinion or judgement amongst the various QPs responsible for preparing the TRSs, which in certain cases may be based on information provided by Livent's and Allkem's respective legacy management teams at the time the TRSs were prepared. Examples of the differences in approaches taken between legacy Livent and Allkem for resource and reserve reporting include: the interpolation methods used to estimate lithium between measured concentration, timeframes for establishing proven or probable reserves, and anticipated expenditures and long-term pricing. Arcadium Lithium intends to harmonize its economic modeling approach across all of its mineral properties in the future. Although we believe the key assumptions used in the TRSs to measure mineral resources and reserves were accurate in all material respects as of December 31, 2024, such harmonization, along with new developments after that date, could result in changes in the amounts of mineral resources and reserves that we report in the future. See Item 1.A. “Risk Factors—Growth Strategy Risks— Our operations, results of operations and financial condition are dependent on

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~~completion of~~ the Allkem Livent Merger. In certain cases, the assumptions and methods in determining mineral resources and mineral reserves for Livent's and Allkem's properties as of December 31, 2023 differed, as noted in the text and the footnotes that accompany the tables below, and in the technical report summaries (each technical report summary, a "TRS") prepared by various QPs, as described below. Where these differences arise they are mainly related to differences in professional opinion or judgement amongst the various QPs responsible for preparing the TRSs, which in certain cases may be based on information provided by Livent's and Allkem's respective management teams at the time the TRSs were prepared. Examples of the differences in approaches taken between legacy Livent and Allkem for resource and reserve reporting include: the interpolation methods used to estimate lithium between measured concentration, timeframes for establishing proven or probable reserves, anticipated expenditures and long-term pricing. Arcadium Lithium intends to harmonize its economic modeling approach accross all of its mineral properties in the future. Although we believe the key assumptions used in the TRSs to measure mineral resources and reserves were accurate in all material respects as of December 31, 2023, such harmonization, along with new developments after that date, could result in changes in the amounts of mineral resources and reserves that we report in the future. See Item 1.A. “Risk Factors—Growth Strategy Risks— Our operations, results of operations and financial condition are dependent on the existence, availability and profitability of mineral resources and mineral and ore reserves, and determining such existence, availability and profitability is done by estimates, which are subject to inherent uncertainties.

At December 31, ~~2023~~2024, ~~Livent~~Arcadium ~~(our~~Lithium ~~predecessor)~~ had ~~two~~seven mining properties. Livent's sole production stage property, Project Fénix, is located in Salar del Hombre Muerto, in Catamarca Province, Argentina. We refer to this region as "Salar del Hombre Muerto" or "SdHM" and to this mining property in the region as the "SdHM property." Livent also owns an 50% economic interest (through a joint venture, as discussed further below) in a development stage property in the James Bay area, near the community of Nemaska, in the Province of Québec, Canada. We refer to this property as the "Whabouchi Mine," which we expect will provide spodumene concentrate to a lithium hydroxide conversion facility under construction in Bécancour, Québec. Together, the Whabouchi Mine and the Bécancour lithium hydroxide conversion facility are part of the "Nemaska Integrated Lithium Project."

AtThree ~~December~~properties ~~31,~~are ~~2023,~~in ~~Allkem~~the ~~had~~production ~~five mining properties~~stage. ~~Allkem’s~~They ~~sole~~are ~~production~~Fénix, ~~stage~~Olaroz ~~property~~and Mt Cattlin. Fénix is located in MtSalar ~~Cattlin~~del Hombre Muerto, ~~Western~~in ~~Australia~~Catamarca Province, Argentina. We refer to this region as "Salar del Hombre Muerto" or "SdHM" and to this mining property in the region as the "MtSdHM ~~Cattlin~~property." The Salar de Olaroz property located in Jujuy Province, Argentina has started extraction without determining mineral reserves. We refer to this mining property as "Olaroz." Olaroz is owned by ~~Allkem~~the Company through a joint venture with ownership of 66.5% by ~~Allkem~~the Company, 25% by TTC and 8.5% by JEMSE (a Jujuy provincial mining body) and, pursuant to Subpart 1300, is reported in this "Properties" section only for the portion of production and mineral resources attributable to ~~Allkem~~the Company’s interest in the property. Mt Cattlin is located in Western Australia. We refer to this mining property as "Mt Cattlin."

~~Allkem~~The ~~owns~~Company ~~three~~has four development stage ~~mining~~ properties. Two are located in ~~James Bay~~Québec, ~~Quebec,~~ Canada, one is in Salar de Cauchari in Jujuy Province, Argentina, and the other is in Sal de Vida in Catamarca Province, Argentina. ~~All~~ ~~three are development stage properties, and we refer to them as "James Bay," "Cauchari," and "Sal de Vida," respectively.~~

In Québec, Canada, the Company owns an 50% economic interest (through a joint venture, as discussed further below) in a development stage property in the James Bay area, near the community of Nemaska, in the Province of Québec, Canada. We refer to this property as the "Whabouchi Mine," which we expect will provide spodumene concentrate to a lithium hydroxide conversion facility under construction in Bécancour, Québec. Together, the Whabouchi Mine and the Bécancour lithium hydroxide conversion facility are part of the "Nemaska Integrated Lithium Project." Pursuant to Subpart 1300, the Whabouchi Mine is reported in this "Properties" section only for the portion of production and mineral resources attributable to the Company's interest in the property. The Company owns another development stage property in Québec, Canada that is also located in the James Bay area. We refer to it as "Galaxy." Galaxy was previously referred to by Allkem as James Bay.

Arcadium Lithium owns the two development stage mining properties located in Salar de Cauchari in Jujuy Province, Argentina (pre-feasibility stage) and Sal de Vida in Catamarca Province, Argentina (under construction). We refer to them as ""Cauchari" and "Sal de Vida", respectively.

The approximate locations of our mining properties are indicated on the map below:

50Detail on the location, ownership, operations of and other relevant information about our mineral properties (including our Mt Cattlin, Olaroz, Sal de Vida, Cauchari and Galaxy (formerly known as James Bay) properties, which were owned by Allkem as

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~~Detail on the location, ownership, operations~~ of ~~and other relevant information about our mineral properties (including our Mt Cattlin, Olaroz, Sal de Vida, Cauchari and James Bay properties, which were owned by Allkem as of~~ December 31, 2023 and acquired by us on January 4, 2024 in the Allkem Livent Merger) is contained below under "Material Individual Properties."

Production

Aggregate annual production for our mining properties (including properties that were owned by Allkem as of December 31, 2023, prior to the Allkem Livent Merger) for the three years ended December 31, ~~2023~~2024 is shown in the below table.

Aggregate Annual Production (metric tons)

Fiscal year ended December 31,

Lithium (Lithium metal)(1)

~~2023~~2024

~~2022~~2023

~~2021~~2022

Australia

Mt Cattlin

53,~~891~~918

5,~~036~~891

45,~~670~~036

Argentina

Salar del Hombre Muerto (2)

4,~~168~~626

34,~~962~~168

3,~~529~~962

Olaroz(3)

2,~~218~~929

12,~~744~~218

1,~~621~~744

Sal de Vida(4)

—

Cauchari(4)

—

Canada

Whabouchi Mine(4)

—

James Bay(4)

—

Galaxy (4)

—

Total lithium metal

1211,~~277~~473

1012,~~742~~277

910,~~820~~742

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1.Lithium production amounts shown as lithium metal. Conversion to LCE is 0.1878 metric tons of lithium metal to 1 metric ton of LCE (i.e., a conversion factor of 5.323). Table does not include non-lithium production amounts, including tantalum (which production is immaterial to us). Production data is not comparable to information reported in Item 1. "Business".

2.Combined lithium carbonate and lithium chloride production reported on a lithium metal basis.

3.Lithium metal production from Olaroz represents 66.5% of production of Olaroz, which is attributable to our interest in the Olaroz joint venture.

4.Development stage properties.

The extracted brine or hard rock from the mineral properties is processed at facilities on location (as described below) or processed, or further processed, at other facilities. See the individual property disclosure under "Material Individual Properties" below for further details regarding mineral rights, titles, property size, permits, licenses and other information for our production stage, exploration stage and development stage properties and related projects.

Mineral Resources

The following table provides a summary of our reported mineral resources, exclusive of reserves, as of December 31, ~~2023~~2024 (including the resources of the Allkem properties we acquired on January 4, 2024 in the Allkem Livent merger). The below mineral resource amounts are rounded and shown in thousands of metric tons. The amounts represent our attributable portion based on our economic ownership percentages in each of the properties (after giving effect to the Allkem Livent Merger). Additional information regarding mineral resources for each material property is included in the "Material Individual Properties" section below, as well as in the TRSs referenced in the exhibits to this Annual Report.

Lithium - Hard Rock(1)(3)	Measured Mineral Resources			Indicated Mineral Resources			Total Measured and Indicated Mineral Resources			Inferred Mineral Resources
(Ore)	Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)
Australia
Mt Cattlin(4)	~~100~~112	1.~~00%~~11	%	36,~~200~~367	1.~~40%~~42	%	36,~~300~~479	1.~~39%~~41	%	~~600~~4,808	1.~~10%~~27	%
Canada
Whabouchi Mine(5)	—	—	%	3,900	1.61%		3,900	1.61%		4,100	1.31%
James Bay(6)	—	—%		18,100	1.12%		18,100	1.12%		55,900	1.29%
Total	100	1.00%		25,200	1.23	%	25,300	1.23	%	60,600	1.30	%

Tantalum - Ta2O5(1)(3)(14)	Measured Mineral Resources		Indicated Mineral Resources		Total Measured and Indicated Mineral Resources		Inferred Mineral Resources
(Ore)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)
Australia
Mt Cattlin	100	179	3,200	201	3,300	200	600	207
Total	100	179	3,200	201	3,300	200	600	207

Lithium - Brine(2)(3)	Measured Mineral Resources		Indicated Mineral Resources		Total Measured and Indicated Mineral Resources		Inferred Mineral Resources
(Lithium metal)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)
Argentina
Salar del Hombre Muerto(7)	370	—	228	—	597	—	892	—
Olaroz(9)(10)(15)	1,560	659	499	592	2,059	641	1,105	609
Sal de Vida(10)(12)	577	745	181	730	758	742	123	556

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Cauchari(10)(13)	302	581	321	494	623	519	285	473
Lithium - Hard Rock(1)(3)	Measured Mineral Resources		Indicated Mineral Resources		Total Measured and Indicated Mineral Resources		Inferred Mineral Resources
Total	2,809		1,229		4,037		2,405
Galaxy(6)	—	—%	18,100	1.12%	18,100	1.12%	55,900	1.29%
Total	100		28,367		28,479		64,808


Tantalum - Ta2O5(1)(3)(15)	Measured Mineral Resources		Indicated Mineral Resources				Total Measured and Indicated Mineral Resources		Inferred Mineral Resources
(Ore)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)			Grade (ppm)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)
Australia
Mt Cattlin	112	176	6,367			178	6,479	178	4,808	177
Total	148	191	7,159	$	7,159.00	175	7,307	175	5,376	173


Lithium - Brine(2)(3)(8)	Measured Mineral Resources		Indicated Mineral Resources		Total Measured and Indicated Mineral Resources		Inferred Mineral Resources
(Lithium metal)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)
Argentina
Salar del Hombre Muerto(7)	370	—	228	—	597	—	892	—
Olaroz(9)(10)(16)	1,555	659	498	592	2,053	641	1,105	609
Sal de Vida(10)(13)	577	745	181	730	758	742	123	556
Cauchari(10)(14)	302	581	321	494	623	519	285	473
Total	2,804		1,228		4,031		2,405

__________________

1.Hard rock assets are expressed in thousands of metric tons of ore. LCE is converted to Li2O with a conversion factor of 2.473 (i.e., 2.473 metric tons of LCE per 1 metric ton of Li2O). Li2O is converted to lithium metal with a conversion factor of 0.464 (i.e., 0.464 metric ton of lithium metal per 1 metric ton of Li2O).

2.Brine assets are expressed in thousands of metric tons of lithium metal. Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton lithium metal).

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

4.For Mt Cattlin, a cut-off grade of 0.3% Li2O for Open Pit Mineral Resources was ~~estimated~~applied to an optimised pit shell for a spodumene concentrate (6.0% Li2O) price of US$1,500 per metric ton and an A$/US$ exchange rate of 1.43. ~~over~~Additionally, ~~the~~a ~~entirety~~cut-off grade of 0.58% Li2O for Underground Mineral Resources was applied to material below the ~~life-~~optimised pit, within optimised stopes for a spodumene concentrate (6.0% Li2O) price of~~-mine~~ US$1,500 per metric ton and an A$/US$ exchange rate of 51.35. toOptimised 6stopes ~~years~~use a stope geometry of 20m x 20 with a minimum width of 2.5m. The estimate is reported in-situ.

5.For Whabouchi Mine, a cut-off grade of 0.3% Li2O was estimated to report open pit mineral resources and a cut-off grade of 0.6% Li2O was estimated to report underground mineral resources due to metallurgical considerations. Mineral resources are estimated using a long-term spodumene concentrate (5.5% Li2O) price of $1,264 per metric ton and a Canadian dollar ("C$")/US$ exchange rate of 1.3 over the entirety of the life-of-mine of 34 years. The estimate is reported in-situ.

6.For ~~James Bay~~Galaxy, a raised cut-off grade of 0.5% Li2O was estimated due to metallurgical considerations. The estimated break-even cut-off grade is 0.17% Li2O. Mineral resources are estimated using a long-term spodumene concentrate (6.0% Li2O) price of $1,500 per metric ton and a Canadian dollar ("C$")/US$ exchange rate of 1.3 over the entirety of the life-of-mine of 19 years. The estimate is reported in-situ.

7.In-situ resources, exclusive of reserves were estimated by subtracting proven and probable reserves from measured and indicated resources in proportion to the volume of brine produced from each interval over the life of mine. Concentrations are reported as the ratio of mass to volume of brine remaining at the end of life in the measured (0-40 m bgs) and indicated (40-100 m bgs) intervals, respectively across the entire resource volume. The concentrations reported for measured and indicated intervals represent the average anticipated concentration for the entire resource volume and are not necessarily an indication of wellhead concentrations where production wells are targeted in areas with higher grades. Future production wells are designed to produce brine from the measured and indicated resources intervals and do not extend to depths corresponding to the inferred resource interval.

8.Brine deposits are fluid and move across resource intervals in response to pumping, infiltration and other environmental factors. Additionally, probable mineral reserves often include production from both measured and indicated resource intervals, making a direct comparison between resources at a static point in time and reserves, which are dynamic and occur over several decades, challenging. For the SdHM property, estimates of in-situ resources exclusive of reserves were estimated by simply subtracting proven reserves from measured resources and probable reserves from indicated resources. Given that reserves are dynamic and resources are static, concentrations by resource category after reserves are extracted are not included for the SdHM property because changes in reservoir volume between the start and end of mine result in lithium concentrations that are not meaningful since they are not presented in the appropriate hydrogeologic context. For the Olaroz, Cauchari, and Sal de Vida properties, estimates of in-situ resources exclusive of reserves were estimated assuming that the brine was depleted in proportion to mineral resources over the life of mine period (instead of assuming depleted brine replaces lithium enriched brine, which in general is the manner in which production at these properties takes place).Accordingly, for these properties (which were acquired in the Allkem Livent merger), the resource mineral concentrations presented should not be assumed to be the actual concentrations of resources remaining at the end of the life of mine period).56

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where production wells are targeted in areas with higher grades. Future production wells are designed to produce brine from the measured and indicated resources intervals and do not extend to depths corresponding to the inferred resource interval.

8.Brine deposits are fluid and move across resource intervals in response to pumping, infiltration and other environmental factors. Additionally, probable mineral reserves often include production from both measured and indicated resource intervals, making a direct comparison between resources at a static point in time and reserves, which are dynamic and occur over several decades, challenging. For the SdHM property, estimates of in-situ resources exclusive of reserves were estimated by simply subtracting proven reserves from measured resources and probable reserves from indicated resources. Given that reserves are dynamic and resources are static, concentrations by resource category after reserves are extracted are not included for the SdHM property because changes in reservoir volume between the start and end of mine result in lithium concentrations that are not meaningful since they are not presented in the appropriate hydrogeologic context. For the Olaroz, Cauchari, and Sal de Vida properties, estimates of in-situ resources exclusive of reserves were estimated assuming that the brine was depleted in proportion to mineral resources over the life of mine period (instead of assuming depleted brine replaces lithium enriched brine, which in general is the manner in which production at these properties takes place). Accordingly, for these properties (which were acquired in the Allkem Livent merger), the resource mineral concentrations presented should not be assumed to be the actual concentrations of resources remaining at the end of the life of mine period).

9.Through the Olaroz joint venture, we own a 66.5% interest in Olaroz and, therefore, are reporting 66.5% of the mineral resources that are subject to the Olaroz joint venture. In addition to our stake (through Allkem) in the Olaroz joint venture, we also own 100% of six properties immediately in the north of Olaroz, which properties’ mineral resources are reported on a 100% basis.

10.For lithium brine at Allkem's properties, the resource estimate is reported in-situ, where the lithium mass is representative of what remains in the reservoir after the life-of-mine. To calculate mineral resources exclusive of mineral reserves at Allkem's properties, a direct correlation was assumed between proven reserves and measured resources, as well as probable reserves and indicated resources. Proven mineral reserves (from the point of reference of brine pumped to the evaporation ponds) were subtracted from measured mineral resources, and probable mineral reserves (from the point of reference of brine pumped to the evaporation ponds) were subtracted from indicated mineral resources. At Allkem's properties, the average grade for measured and indicated resources exclusive of mineral reserves was calculated based on the remaining brine volume and lithium mass.

11.For ~~Olaroz~~the SdHM property, a ~~lithium~~ cut-off grade of ~~300~~218 mg/lL was estimated ~~based on an elevated cut-off grade~~ for a price of $20,000 per metric ton LCE over the entirety of the life-of-mine ~~of 30 years~~. The average lithium grade of the measured and indicated mineral resources corresponds to ~~609~~650 mg/l. The average mineral resources concentration are well above the ~~300~~218 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

12.For ~~Sal de Vida~~Olaroz, ana ~~elevated~~ lithium cut-off grade of 300 mg/l was estimated based on an elevated cut-off grade for a price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 4030 years. The average lithium grade of the measured and indicated mineral resources corresponds to ~~742~~609 mg/l ~~and represents the estimated in situ measured and indicated resource grade after mining~~. The average ~~measured and indicated~~ mineral resources concentration isare well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

5313.For Sal de Vida, an elevated lithium cut-off grade of 300 mg/l was estimated based on a price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 40 years. The average lithium grade of the measured and indicated mineral resources corresponds to 742 mg/l and represents the estimated in situ measured and indicated resource grade after mining. The average measured and indicated mineral resources concentration is well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

~~Table~~14.For Cauchari, an elevated lithium cut-off grade of ~~Contents~~ 300 mg/l was estimated based on a price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 30 years. The average lithium grade of the measured and indicated mineral resources corresponds to 519 mg/l and represents estimated in situ measured and indicated resource grade after mining. The average measured and indicated mineral resources concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

1315.~~For~~Tonnage ~~Cauchari,~~of ~~an elevated~~ lithium ~~cut-off~~hard ~~grade~~rock ofore ~~300~~resources ~~mg/l~~reported ~~was~~for ~~estimated~~Mt ~~based~~Cattlin onabove ainclude ~~price of $20,000 per metric ton LCE over~~ the ~~entirety~~concentration of ~~the~~tantalum ~~life-of-mine~~in ofparts 30per ~~years.~~million ~~The~~(ppm) ~~average~~reported ~~lithium grade of the measured and indicated mineral resources corresponds to 519 mg/l and represents estimated~~ in ~~situ~~this ~~measured and indicated resource grade after mining~~table. ~~The average measured and indicated mineral resources concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.~~

1416.~~Tonnage~~The resource has been depleted for the historical well production which is approximately 0.380 million tons of lithium ~~hard~~carbonate ~~rock~~equivalent ~~ore~~(LCE), ~~resources~~0.365 ~~reported~~million ~~for~~tonnes Mtof ~~Cattlin~~LCE ~~above~~were ~~include~~depleted ~~the~~from ~~concentration~~measured resource and 0.015 million tons of ~~tantalum~~LCE inwas ~~parts~~depleted ~~per~~from ~~million~~indicated resources (~~ppm~~associated with the accumulative production of well E-26). ~~reported~~The inaccumulated ~~this~~production ~~table~~between 30 of June of 2023 and 31 December of 2024 was 0.088 million tons of LCE. The production values are 100% basis.

15.The resource has been depleted for the historical well production which is approximately 0.323 million tons of lithium carbonate equivalent (LCE), 0.314 million tonnes of LCE were depleted from measured resource and 0.009 million tons of LCE was depleted from indicated resources (associated with the accumulative production of well E-26). The accumulated production between 30 of June of 2023 and 31 December of 2023 was 0.031 million tons of LCE.

Mineral Reserves

The following table provides a summary of our mineral reserves at December 31, ~~2023~~2024 (including the reserves of the Allkem properties we acquired on January 4, 2024 in the Allkem Livent merger). The below mineral reserve amounts are rounded and shown in thousands of metric tons. The amounts represent our attributable portion based on our economic ownership percentages in each of the properties (after giving effect to the Allkem Livent Merger). Additional information regarding mineral reserves for each material property is included in the "Material Individual Properties" section below, as well as in the TRSs referenced in the exhibits to this Annual Report.

Lithium - Hard Rock	Proven Mineral Reserves			Probable Mineral Reserves			Total Proven and Probable Mineral Reserves
(Ore)(1)	Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)
Australia
Mt Cattlin(3)	170	0.90%		5,570	1.21	%	5,740	1.20	%
Canada
Whabouchi Mine(4)	5,200	1.40%		13,800	1.28%		19,100	1.31%
James Bay(5)	—	—%		37,300	1.27%		37,300	1.27%
Total	5,370	1.38	%	56,670	1.27	%	62,140	1.28	%

Tantalum - Ta2O5	Proven Mineral Reserves		Probable Mineral Reserves		Total Proven and Probable Mineral Reserves
(Ore)(1)(10)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)
Australia
Mt Cattlin	170	126	5,570	125	5,740	125
Total	170	126	5,570	125	5,740	125

Lithium - Brine	Proven Mineral Reserves		Probable Mineral Reserves		Total Proven and Probable Mineral Reserves
(Lithium metal)(2)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)
Argentina
Salar del Hombre Muerto(6)	148	724	578	628	726	650
Olaroz(7)	—	—	—	—	—	—
Sal de Vida(8)	84	799	383	748	467	757
Cauchari(9)	43	571	169	485	212	501
Total	275	722	1,130	641	1,405	658

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Lithium - Hard Rock	Proven Mineral Reserves			Probable Mineral Reserves			Total Proven and Probable Mineral Reserves
(Ore)(1)	Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)		Amount (MT in thousands)	Grade (%Li2O)
Australia
Mt Cattlin(3)	89	0.91	%	3,644	1.02	%	3,733	1.02	%
Canada
Whabouchi Mine(4)	5,200	1.40%		13,800	1.28%		19,100	1.31%
Galaxy(5)	—	—%		37,300	1.27%		37,300	1.27%
Total	5,289	1.38	%	54,744	1.27	%	60,133	1.28	%


Tantalum - Ta2O5	Proven Mineral Reserves		Probable Mineral Reserves		Total Proven and Probable Mineral Reserves
(Ore)(1)(10)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)	Amount (MT in thousands)	Grade (ppm)
Australia
Mt Cattlin	89	126	3,644	113	3,733	114
Total	89	126	3,644	113	3,733	114


Lithium - Brine	Proven Mineral Reserves		Probable Mineral Reserves		Total Proven and Probable Mineral Reserves
(Lithium metal)(2)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)	Amount (MT in thousands)	Concentration (mg/L)
Argentina
Salar del Hombre Muerto(6)	142	725	578	628	720	650
Olaroz(7)	—	—	—	—	—	—
Sal de Vida(8)	84	799	383	748	467	757
Cauchari(9)	43	571	169	485	212	501
Total	269	722	1,130	641	1,399	658

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1.Hard rock assets are expressed in thousand metric tons of ore. LCE is converted to Li2O with a conversion factor of 2.473 (i.e., 2.473 metric tons of LCE per 1 metric ton of Li2O). Li2O is converted to lithium metal with a conversion factor of 0.464 (i.e., 0.464 metric ton of lithium metal per 1 metric ton of Li2O).

2.Brine assets are expressed in thousand metric tons of lithium metal. Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton lithium metal).

3.For Mt Cattlin, a cut-off grade of 0.3% Li2O was estimated for a spodumene concentrate (6.0% Li2O) price of $1,500 per metric ton and an A$/US$ exchange rate of 1.43 over the entirety of the life-of-mine of 52 to 63 years. Proven mineral reserves are estimated in-situ. ~~Probably~~Probable mineral reserves include both in-situ and stockpiled ore.

4.For Whabouchi Mine, open pit mineral reserves are reported using a cut-off grade of 0.40% Li2O and an average stripping ratio of 2.8:1 and underground mineral reserves are reported using variable cut-off grade (0.5-0.72%), depending on mining method, and stope mining recovery of 90%. Mineral reserves are estimated using a long-term spodumene concentrate (5.5% Li2O) price of $1,264 per metric ton and a C$/US$ exchange rate of 1.3 over the entirety of the life-of-mine of 34 years. Mineral reserves are estimated in-situ and inclusive of mining dilution and ore loss.

5.For ~~James Bay~~Galaxy, mineral reserves are reported using a cut-off grade of 0.62% Li2O and include 8.7% dilution at an average grade of 0.42% Li2O. The average life-of-mine strip ratio is 3.56:1. Mineral reserves are estimated using a long-term spodumene concentrate (6.0% Li2O) price of $1,500 per metric ton and a C$/US$ exchange rate of 1.3 over the entirety of the life-of-mine of 19 years. Bulk density of ore is variable, outlined in the geological block model, and averages 2.7 t/m3. Mineral reserves are estimated in-situ.

6.For the SdHM property, a cut-off grade of 218 mg/L was estimated for a price of $20,000 per metric ton LCE over the entirety of the life-of-mine. Proven reserves were depleted by the amount of production that occurred in ~~2023~~2024. The average lithium grade of the ~~proven and probable reserves corresponds to approximately 650 mg/l and represents the flux-weighted composite brine produced at the wellhead.~~

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proven and probable reserves corresponds to approximately 650 mg/l and represents the flux-weighted composite brine produced at the wellhead.

7.No mineral reserves have been determined at Olaroz; Allkem started extraction at Olaroz without determining mineral reserves.

8.For Sal de Vida, an elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric ton LCE over the entirety of the remaining life-of-mine of 40 years. The average lithium grade of the proven and probable reserves corresponds to 757 mg/l and represents the brine produced at the wellhead.

9.For Cauchari, an elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 30 years. The average lithium grade of the proven and probable reserves corresponds to 501 mg/l and represents the brine produced at the wellhead.

10.Tonnage of lithium hard rock ore reserves reported for Mt Cattlin above include the concentration of tantalum in ppm reported in this table. To date, Allkem’s tantalum production has been immaterial and a byproduct of lithium mining.

Internal Controls

The development of our mineral resources and reserves estimates, including related assumptions, were prepared by the QPs. In addition, the modeling and analysis of mineral resources and reserves on properties that were owned by the Company was developed by the Company’s site personnel and reviewed by several levels of internal management, as well as the QPs for each site. We also reviewed the mineral resources and reserves and engaged third-party consultants and independent laboratories to generally review the data.

When determining resources and reserves, as well as the differences between resources and reserves, QPs 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 management agree on the reasonableness of the criteria for the purposes of estimating resources and reserves used by the QPs. Calculations using these criteria are reviewed and validated by the QPs.

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

We have developed quality control and quality assurance ("QC/QA") procedures, which were reviewed by the QPs to ensure the process for developing mineral resource and reserve estimates were sufficiently accurate. QC/QA procedures include independent checks on samples by third party laboratories and duplicate sampling, among others. In addition, at our operating facilities, the QPs reviewed the consistency of historical production as part of their analysis of the QC/QA procedures. See details of the controls in the TRSs as referenced in Exhibits to this Annual Report.

We recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, the interpretation and extrapolation of field and well data, changes in operating approach, macroeconomic conditions and new data, among others. The capital, operating and economic analysis estimates rely on a range of assumptions and forecasts that are subject to change. In addition, certain estimates are based on mineral rights agreements with foreign governments. Any changes to these access rights or to assumptions described in the applicable TRSs could impact the estimates of mineral resources and reserves estimated in these reports. Overestimated resources and reserves resulting from these risks could have a material effect on future profitability.

Material Individual Properties

Salar del Hombre Muerto

Mineral resource and reserve estimates for our mining property in Salar del Hombre Muerto indicated in this Annual Report are based on a TRS dated February 21, 2023 (amended on November 14, 2023), referenced in Exhibit 96.1 to this Annual Report (the "SdHM TRS"), which was originally prepared by employees of Integral Consulting Inc., who are named in section 2.5 of the TRS and who we have determined to be qualified persons within the meaning of Subpart 1300. In the period between the original report date (February 21, 2023) and amended report date (November 14, 2023) one of the QPs, Mr. Sean Kosinski, became an employee of Arcadium ~~lithium~~Lithium (previously Livent Corporation). Integral's other QP who prepared the TSR is not an Arcadium Lithium employee and is not an affiliate of Arcadium Lithium or another entity that has an ownership, royalty, or other interest in Salar del Hombre Muerto. Mr. Kosinski is not an affiliate of any other entity that has an ownership, royalty, or other interest in Salar del Hombre Muerto.

The mineral resources and reserves information ~~for SdHM~~ in the ~~aforementioned~~SdHM TRS was prepared and presented as of December 31, 2022. The mineral resources and reserves information as of December 31, ~~2023~~2024 presented below is based on such TRS, except that it has been adjusted by the ~~aforementioned~~relevant QPs for depletion for the period from January 1, 2023 through December 31, ~~2023~~2024. The ~~aforementioned~~relevant QPs have determined that all material assumptions and information relating to the disclosure of SdHM mineral resources and reserves, including material assumptions relating to all modifying factors, price estimates and technical information in the aforementioned TRS, remain current in all material respects as of December 31, 2023.

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reserves, including material assumptions relating to all modifying factors, price estimates and technical information in the SdHM TRS, remain current in all material respects as of December 31, 2024.

Overview

The SdHM property is primarily located in the Western Subbasin of the Salar del Hombre Muerto, a salt pan (salar) located in northwest Argentina (latitude 25° 22' 38" South, longitude 67° 8' 13" West), in the northeastern portion of Catamarca province on the border with Salta Province, as indicated in the map below.

55We conduct our operations in SdHM through Minera del Altiplano S.A. ("MdA"), an Argentine operating subsidiary. We extract lithium from naturally occurring lithium-rich brines in SdHM, which covers a total area of nearly 600 square kilometers in a region of the Andes Mountains of northwest Argentina known as the "lithium triangle." This area of the Central Andes is

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We conduct our operations in SdHM through Minera del Altiplano S.A. ("MdA"), an Argentine operating subsidiary. We extract lithium from naturally occurring lithium-rich brines in SdHM, which covers a total area of nearly 600 square kilometers in a region of the Andes Mountains of northwest Argentina known as the "lithium triangle." This area of the Central Andes is within an arid plateau with numerous volcanic peaks and salt flats known as "salars" and is the principal lithium-bearing region of South America. The SdHM property is a production stage property, which has been operated since 1997.

Reserves were initially estimated (as of December 31, 2022) assuming a life-of-mine and anticipated lithium carbonate production schedule of 40 years, beginning in 2023. Current Reserves (as of December 31, ~~2023~~2024) reconciled to actual production by reducing the proven reserves by the amount of production that occurred inbetween the start of 2023 and end of 2024. Based on available resources, current mine plans, and pricing assumptions, the life-of-mine is expected to remain profitable and above the cut-off grade beyond the life-of-mine (3938 years as of December 31, ~~2023~~2024).

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The boundaries of Salar del Hombre Muerto and our mining concessions within it are depicted in the following map:

Salar del Hombre Muerto consists of evaporite deposits formed within an isolated basin depression. Fault-bounded bedrock hills occur within and along the margins of the salar basin, subdividing the Salar del Hombre Muerto into two separate sub-basins (eastern and western), each with different evaporite sediment compositions. The eastern subbasin is dominated by borate evaporites, whereas the western subbasin is relatively free of clastic sediment (such as sand, silts and clays) and is dominated by halite (sodium chloride) evaporite deposits.

In connection with the mining concession, MdA owns and operates selective adsorption lithium production facilities and related chemical processing plants (the "SA Plant") in the Western Subbasin of the SdHM property (S25° 27ʹ, W 67° 05ʹ).61

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Mineral Resources and Reserves

Mineral Resources Estimate

57The following table provides a summary of our estimated mineral resources at our SdHM property, exclusive of reserves, at December 31, 2024. The below mineral resource amounts are rounded and shown in thousands of MT of elemental lithium. A summary of the material technical information and assumptions supporting mineral resources are included below the table, and set forth in further detail in the TRS referenced in Exhibit 96.1 to this Annual Report. The total measured and indicated mineral resources estimates below remain unchanged from those contained in the TRS, with an effective date of December 31, 2022, as the relevant QPs determined that such estimates were not impacted by depletion of reserves from production.

Mineral Resources (exclusive of reserves) at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE

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The following table provides a summary of our estimated mineral resources at our SdHM property, exclusive of reserves, at December 31, 2023. The below mineral resource amounts are rounded and shown in thousands of MT of elemental lithium. A summary of the material technical information and assumptions supporting mineral resources are included below the table, and set forth in further detail in the TRS referenced in Exhibit 96.1 to this Annual Report. The total measured and indicated mineral resources estimates below remain unchanged from those contained in the TRS, with an effective date of December 31, 2022, as the relevant QPs determined that such estimates were not impacted by depletion of reserves from production.


Category	Lithium (MT in thousands)	Lithium Carbonate Equivalent
Measured Mineral Resources	370	1,968
Indicated Mineral Resources	228	1,212
Total Measured and Indicated Mineral Resources	597	3,180
Inferred Mineral Resources	892	4,749

•Lithium mass rounded to the nearest thousand.

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

•Lithium resources are reported in MT of elemental lithium. The LCE of the reported resources (excluding reserves) is 1,968 thousand MT LCE in measured resource (0–40 m below ground surface ("bgs")), 1,212 thousand MT LCE in indicated resource (40–100 m bgs), and 4,749 thousand MT LCE in inferred resource (100–200 m bgs).

•Brine deposits are fluid and move across resource intervals in response to pumping, infiltration and other environmental factors. Additionally, probable mineral reserves often include production from both measured and indicated resource intervals, making a direct comparison between resources at a static point in time and reserves, which are dynamic and occur over several decades, challenging. Estimates of in-situ resources exclusive of reserves were estimated by simply subtracting proven reserves from measured resources and probable reserves from indicated resources.

•Resources exclusive of reserves do not account for lithium mass returned to the salar through the combined processes of infiltration from pond leakage or return flow of spent brine from the SA Plant. Thus, the actual lithium mass remaining at the end of mine life is likely greater than the amounts reported.

•Concentrations by resource category represent average concentrations across the entire concession. Wellhead production grades higher than average grades are achieved with future well batteries located in favorable (higher grade) regions within the concession boundary.

•The resource estimate represents the lithium mass in brine, at a specific point in time, that may be produced by pumping or some other extraction method. The basic calculation of resource mass for compounds dissolved in brines is simply the product of the control (reservoir) volume, the brine-saturated aquifer parameters (specific yield, "Sy"), and the concentration of lithium in the brine.

•The lithium resource estimate relies in part on data analyzed by the QPs from a monitoring well network, consisting of 35 wells across the Western Subbasin, installed in 2017, and three deep exploration holes installed in 2020. Historical data collected prior to development were used by the QPs to estimate static reservoir properties that are assumed not to change.

•Aquifer parameters (Sy) at depth were determined using linear regression analysis to develop predictive equations for these variables with depth. Measured lithium concentrations from the monitoring well network and 2020 deep exploration boreholes were used to estimate measured, indicated, and inferred resource across the Western Subbasin for the 0-30 m interval. Since mining operations on the SdHM property began 25 years ago, the property has continued to produce high-grade (>740 mg/L) lithium brine with remarkably low variability in brine grade.

•All calculation methods used defined reservoir volumes consisting of polygons of nominal 10 meter (m) thickness for 0–60 m bgs, 40 m thickness for 60–100 m bgs, and 100 m thickness for 100–200 m bgs. Resources have been categorized, based on the opinion of the QPs, based on basin depth intervals, according to the available data for the estimate.

•This resource estimate assumes that brine produced to date originated from brine in the measured resource (0–40 m bgs) interval, since existing well batteries used for brine production are constructed to a depth up to 40 m bgs. Because ~~flow to production wells is predominantly horizontal, and the existing well battery does not extend below 40 m, it is~~

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flow to production wells is predominantly horizontal, and the existing well battery does not extend below 40 m, it is unlikely lithium produced to-date originated from indicated (40–100 m bgs) or inferred (100–200 m bgs) resource intervals.

•The mineral resource for lithium was estimated for the entire area of ~~Livent~~Arcadium ~~Corporation~~Lithium's concessions for the SdHM, using several related methods described in the TRS. For all methods, the area of analysis (i.e., the resource extent of ~~Livent~~Arcadium ~~Corporation~~Lithium's concessions in SdHM) included nearly all portions of the Western Subbasin of SdHM (not extending beyond) the concession boundaries.

•Although portions of the basin are greater than 200 m, the resources were estimated to a basin depth of 200 m bgs. The depth of the resource in the Western Subbasin (assumed to coincide with depth to bedrock) has been estimated using geophysical methods at greater than 900 m in the western lobe of the Western Subbasin and deep exploration holes installed in 2020 indicate resource depths greater than 300 m near the primary well battery. However, a 200 m depth cutoff was deemed appropriate (lower total lithium mass) by the QPs in the absence of sufficient data below 200 m bgs.

•A cut-off grade of 218 mg/L is tied to the resource estimate (exclusive of lithium reserves) because the cut-off grade was estimated for reserves~~, although, in the QPs’ opinion, a substantially lower cut-off grade could establish reasonable prospects for the extraction of lithium~~. The assumptions underlying this estimate are described under "Mineral Reserves Estimate" below. As indicated below, the model-simulated flow-weighted average lithium concentration was 523 mg/L at the end of ~~the~~mine ~~40-year simulation period~~life.

Mineral Reserves Estimate

The following table provides a summary of our estimated mineral reserves at our SdHM property at December 31, ~~2023~~2024. Lithium reserves are the economically mineable part of the lithium resource. The below mineral reserve amounts are rounded and shown in thousands of MT of elemental lithium. A summary of the material technical information and assumptions supporting mineral reserves are included below the table, and set forth in further detail in the TRS, referenced in Exhibit 96.1 to this Annual Report, which reflects mineral reserves as of December 31, 2022, which have been reduced from 731 thousand MT of elemental lithium as of December 31, 2022 (of which 153 thousand MT were proven reserves), which is the amount of reserves set forth in the SdHM TRS, to reflect the amount of lithium produced ~~in 2023~~since. Thus, the mineral reserves estimates below ~~has~~have been updated to reflect depletion, as determined by Integral Consulting Inc. and Sean Kosinski, the QPs who prepared the SdHM TRS, by removing from the reserves ~~that~~the ~~were~~amount of lithium which was extracted from the property between January 1, 2023 and December 31, ~~2023~~2024 from the amounts in the ~~aforementioned~~SdHM TRS.

Category	Lithium (MT in thousands)	Concentration (mg/L)
Proven Mineral Reserves	148	729
Probable Mineral Reserves	578	648
Total Mineral Reserves	726	650

Mineral Reserves at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE.


Category	Lithium (MT in thousands)	Concentration (mg/L)
Proven Mineral Reserves	142	725
Probable Mineral Reserves	578	628
Total Mineral Reserves	720	650

•Values rounded to the nearest thousand.

•Lithium reserves are reported as bagged product in thousands of MT of elemental lithium. On an LCE basis, we had ~~787~~756 thousand MT LCE in proven reserves and 3,077 thousand MT LCE in probable reserves.

•The QPs estimated lithium reserves using a numerical brine reservoir model to predict changes in brine occurrence and grade in response to anticipated production schedules.

•Lithium reserves were estimated based on a numerical model using industry-standard software, which was used to simulate production for the life of the mine, starting in 2023. Proven reserves have been estimated as the lithium planned to be produced during the first 10 years of the original 40-year life-of-mine plan. Probable reserves have been estimated as the lithium planned to be produced for the final 30 years of the original life-of-mine plan.

•40 years was the chosen time frame for the numerical simulation, based on the QPs’ understanding of the resource, 25-year operational history, and anticipated production schedule, which in turn is the basis for establishing the life-of-mine. Based on available resources, current mine plans, and pricing assumptions, the life-of-mine is expected to remain profitable and above the cut-off grade beyond the life-of-mine.

~~•Proven mineral reserves were reduced from the amount reported in the TRS as of December 31, 2022, to account for mine depletion from production during 2023 as determined by the QPs.~~63

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•Proven mineral reserves were reduced from the amount reported in the TRS as of December 31, 2022, to account for mine depletion from production during 2023-2024 as determined by the QPs.

•The anticipated lithium carbonate production schedules were used to estimate reserves, based on the Company’s production expansion plans described in the TRS.

•New brine production wells are also required to meet future target production rates. All new wells were assumed to draw exclusively from the measured resource depth interval (0–40 m bgs) in years 1 through 20 of the original life-of-mine period based on the QPs’ assumed well configuration described in the TRS (which is only one of many potential well configurations capable of meeting target lithium production rates). In years 21 through 40 of the original life-of-mine period, brine is assumed to be produced from both the measured and indicated resource (0–100 m bgs) depth intervals. In all cases, the expected lithium mass extracted was reduced by 23.4% to account for process-related lithium losses due to inefficiencies.

•Inflows from the Eastern Subbasin and Trapiche Aquifer were assumed constant for the entire predictive simulation. Inflows of spent brine, based on the spent brine management assumptions discussed in the TRS, increased in response to increased plant throughput following anticipated future expansions, until the year 2030, at which point the flows were held constant.

•A simulation was performed using the brine reservoir model to evaluate the model’s sensitivity to inflows from the Eastern Subbasin. Eliminating flow from the Eastern Subbasin does not materially affect model predictions and the anticipated production schedule is attainable.

•The estimated economic cutoff grade for the project is 218 mg/L lithium, based on the aforementioned assumptions and the factors and further assumptions discussed below:

•Numerical model results indicate the Company’s production schedule is feasible and brine grade will remain well above the economically viable cut-off grade throughout the life-of-mine plan. The model-simulated flow-weighted average lithium concentration was 523 mg/L at the end of the 40-year simulation period. Although not considered in the lithium reserves estimate, lower cut-off grades may become economically viable with advances in process technology or with changes in mine plans (e.g., additional pre-concentrate ponds or selective adsorption columns).

•Assumed pricing for battery-grade lithium carbonate of $20,000 per MT LCE throughout the ~~estimated 40-year~~ life of asset.

•The reserves estimate reflects an estimated cost of capital of 10% (i.e., the Company’s projected revenues exceed total projected capital and operating expenses by 10%) to establish the minimum economically viable lithium concentration for the SdHM property to be marginally profitable.

•See Section 12 of the TRS for information regarding process efficiency assumptions for future production and estimated reserves and the life-of-mine plan.

•Financials were valued in current U.S. dollar terms and do not reflect foreign exchange or inflation assumption. Lithium carbonate is priced in U.S. dollars. Approximately 60% of total operating costs in Argentina are U.S. dollar-denominated and the estimate assumes that inflation will be offset by increased peso devaluation over time.

~~The~~For ~~key~~comparative ~~assumptions~~purposes, ~~and~~proven ~~parameters relating to the SdHM property’s lithium mineral resources and~~ reserves ~~are~~were 142 ~~discussed~~k ~~in more detail in sections 11~~ MT and ~~12,~~148 ~~respectively,~~k ofMT ~~the~~as TRS. Our mineral resource and reserve estimates are based on many factors, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of ~~this~~December ~~Annual Report under the headings “Competition and Industry Overview” and “Growth”)~~31, ~~production~~2024 ~~costs~~ and~~/or~~ ~~other factors affecting the life-of-mine plan~~2023, ~~the area and volume covered by our mining rights~~respectively, ~~our~~representing ~~projected~~a ~~expansions~~decrease of ~~production~~4 ~~capacity,~~percent ~~assumptions~~due ~~regarding~~to ~~our~~production. ~~extraction~~Probable ~~rates~~reserves ~~based~~remained ~~upon~~unchanged. Mineral anresources ~~expectation~~remained ofunchanged ~~operating~~as ~~the~~no ~~mines~~further onstudies awere ~~long-term~~conducted ~~basis and the quality of~~ in~~-place~~ ~~reserves~~2024.

The key assumptions and parameters relating to the SdHM property’s lithium mineral resources and reserves are discussed in more detail in sections 11 and 12, respectively, of the TRS. Our mineral resource and reserve estimates are based on many factors, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings "Competition and Industry Overview" and "Growth"), production costs and/or other factors affecting the life-of-mine plan, the area and volume covered by our mining rights, our projected expansions of production capacity, 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.

Mineral Concession Rights and Royalties

We own our interest in the property and conduct our operations at the SdHM property through MdA, in which we own a substantially 100% equity interest, with the government of Catamarca province holding an immaterial equity interest through a special class of shares providing for certain dividend and governance rights.

In 1991, MdA entered into an ongoing agreement, for so long a time as our mineral concession is valid, with the Argentine federal government and the Catamarca province in connection with the development of the SdHM property exploration site. Following legislative and constitutional reforms in 1993 and 1994, the Argentine federal government assigned all of its rights and obligations under the agreement to the Catamarca province. The agreement governs limited matters relating to our production activities and grants to the Catamarca province an immaterial minority ownership stake in MdA, which enables the province to receive certain dividends and to appoint two of MdA’s ten-member Board of Directors and one of MdA’s three-64

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MdA holds title to mineral concession rights for its extraction activities on the SdHM property. These mineral concession rights cover an area of approximately 327 square kilometers and were granted to MdA pursuant to the Argentine Mining Code. Pursuant to the Argentine Mining Code, MdA’s mineral concession rights are valid until the deposit is depleted of all minerals. The concession rights may be rescinded if we fail to pay fees or do not actively extract minerals for a period lasting more than four years.

The mineral concession rights granted to MdA include a total of 144 mining concessions, with 143 being in the Western Subbasin and 1 being in the Eastern Subbasin. On December 29, 2021, the mining authority of Catamarca approved the formation of the Salar del Hombre Muerto mining group (i.e., a single mining property constituted from multiple adjoining existing mines), combining 141 of the 144 mining properties into one mining property.

MdA is required to pay the Catamarca province an immaterial semi-annual "canon" fee pursuant to the Argentine Mining Code and monthly royalties equal to 3% of the pithead value of the minerals extracted by MdA (the "Pithead Royalty") pursuant to the Argentine Mining Investment Law and Catamarca provincial law. Separately, under an amendment to its long-term agreement with Catamarca entered into on January 25, 2018, MdA agreed to pay the Catamarca province an additional monthly contribution (the "Additional Contribution") and to make Corporate Social Responsibility ("CSR") expenditures. The Additional Contribution amount is equal to 2% of sales of products in a given month measured at the higher of MdA’s average invoice price or an average export price for similar products from Chile and Argentina, net of tax in either case (the "Contractual Price") less Pithead Royalty. The total amount MdA pays will not be above 2% of sales of products at the Contractual Price in a given month. The CSR amount each year is the equivalent of 0.3% of MdA's annual sales of products at the Contractual Price. Total payments including the "canon" fee, Pithead Royalty, Monthly Contribution, CSR expenditures and water trust payments equal to 1.2% of annual sales of products at the Contractual Price were approximately $2510.8 million, $2425.1 8 million and $524.5 1 million for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively. There are no private royalties that apply to our production from SdHM property.

A portion of the territory governed by our concession rights, representing approximately 7.6% of our concession (approximately 25 square kilometers), is subject to a longstanding border dispute between Catamarca and the adjacent Salta province. The border dispute has never impacted our operations and we do not expect that it will impact our operations going forward and we do not view this as material, as deposits in the area are not as thick and the grade of lithium concentration is generally much lower. Salta province claims that it is entitled to royalties from us for the minerals extracted within the small portion of our concession that falls within the disputed territory, although under Argentine law we cannot be charged duplicate royalties for the same minerals (the "Salta Royalty Claim"). Additionally, the Salta province has granted and may grant mineral concessions in the disputed territory to other parties, although to date Catamarca authorities have not permitted any others to extract lithium from within the boundaries of our concession. We previously engaged in judicial proceedings in Argentina with the Salta province to resolve the Salta Royalty Claim. In January 2021, MdA and the State Prosecutor of Salta entered into an agreement to suspend the judicial proceedings and for discussions with the competent authorities of the Salta province to evaluate and resolve the Salta Royalty Claim. The agreement may be terminated by either party upon sixty days’ prior notice. The discussions are ongoing.

MdA is required to maintain certain permits in respect of its operations in Salar del Hombre Muerto, and all material permits have been obtained. An environmental impact statement is required to be updated and approved by Catamarca province every two years. No additional material permits are required for MdA to freely operate these concessions. See section 17.3 of the TRS.

Operations, Accessibility and Infrastructure

Exploration of Salar del Hombre Muerto began in the early 1990s, with the initial geological investigations of Salar del Hombre Muerto, prior to development. In 1991, MdA and Livent’s predecessor, FMC Corporation ("FMC") entered into an ongoing agreement, for so long a time as our mineral concession is valid, with the Argentine federal government and the Catamarca province in connection with the development of the SdHM property exploration site. Following legislative and constitutional reforms in 1993 and 1994, the Argentine federal government assigned all of its rights and obligations under the agreement to the Catamarca province. The agreement governs limited matters relating to our production activities and grants to the Catamarca province an immaterial minority ownership stake in MdA, which enables the province to receive certain dividends on a pro rata basis and to appoint two of MdA’s ten-member Board of Directors and one of MdA’s three-member audit committee. Commercial extraction operations began in 1998.

The current lithium production process remains largely unchanged since operations began. Lithium-rich brine containing approximately 740 milligrams per liter (mg/L) lithium is pumped from the brine reservoir beneath the surface of the SdHM property using production wells, where it is directed to the SA Plant for processing or optionally, into an evaporation pond system prior to going to the SA Plant. 65

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~~Once~~The current lithium isproduction ~~extracted~~process ~~from~~remains ~~the~~largely ~~brine,~~unchanged itsince isoperations ~~further~~began. ~~concentrated~~Lithium-rich inbrine ~~solar~~containing ~~evaporation~~approximately ~~ponds.~~740 ~~The~~milligrams ~~concentrated~~per ~~brine~~liter (mg/L) lithium is ~~then~~pumped ~~conditioned~~from ~~and~~the ~~reacted~~brine ~~with~~reservoir ~~sodium~~beneath ~~carbonate~~the tosurface ~~produce~~of ~~lithium~~the ~~carbonate~~SdHM ~~and~~property ~~sodium~~using ~~chloride.~~production ~~Finished~~wells, ~~lithium~~where ~~carbonate~~it is ~~packaged~~directed ~~and~~to ~~stored~~the ~~onsite~~SA ~~until~~Plant ~~shipping.~~for ~~Lithium~~processing ~~chloride~~or isoptionally, ~~used~~into as an ~~intermediate~~evaporation inpond ~~other~~system ~~Arcadium~~prior ~~operations~~to orgoing ~~sold~~to ~~commercially~~the SA Plant.

~~The~~Concentrated ~~energy~~brine ~~required~~is ~~for~~then ~~the~~conditioned ~~mining~~ and ~~production~~reacted ~~operations on the SdHM property is generated in an on-site facility,~~ with ~~eight~~sodium ~~generators~~carbonate ~~fueled by natural gas, supplied~~ to ~~the~~produce ~~site~~lithium ~~via~~carbonate ~~pipeline operated by an independent third party,~~ and~~/or~~ ~~the~~sodium ~~diesel, transported by vehicles and maintained in storage facilities~~chloride. ~~The~~Finished ~~fresh~~lithium ~~water~~carbonate ~~for the mining operations~~ is ~~withdrawn~~packaged ~~from a small surface water impoundment~~ and ~~from~~stored aonsite ~~series~~until ~~of groundwater pumping wells~~shipping. WeLithium ~~consider~~chloride ~~the~~is ~~condition~~used ofas ~~all~~an ofintermediate ~~our~~in ~~plants,~~other ~~facilities~~Arcadium ~~and~~operations ~~equipment~~or tosold ~~be suitable and adequate for the businesses we conduct, and we maintain them regularly~~commercially.

The energy required for the mining and production operations on the SdHM property is generated at an on-site facility, with eight generators fueled by natural gas, supplied to the site via pipeline operated by an independent third party, and/or the diesel, transported by vehicles and maintained in storage facilities. The water for the mining operations is withdrawn from a small surface water impoundment and from a series of groundwater pumping wells. We consider the condition of all of our plants, facilities and equipment to be suitable and adequate for the businesses we conduct, and we maintain them regularly.

We access our extraction sites and nearby manufacturing facilities by local roadway. We transport the brine extract from our SA Plant (also referred to as the Fénix facility) by truck to our Güemes facility for processing. We then transport the processed lithium carbonate and lithium chloride by truck to ports in Argentina and Chile, where it is shipped by vessel to our manufacturing facilities and customers.

The SdHM property mining site is accessible by road and air. The site is approximately 400 kilometers from the city of Salta to the north, traveling by national and provincial roadways. From the city of Catamarca to the south, the site may be accessed by national and provincial roadways with a total driving distance of approximately 650 kilometers. The SdHM property plant site is approximately 675 kilometers driving distance from the port city of Antofagasta, Chile to the northwest, via national and provincial roadways and then Panamericana Norte Route 5. The Salta airport is the nearest major commercial airport to the plant site. Arcadium maintains a runway suitable for light-duty aircraft approximately 1 kilometer east of the SdHM property plant site, with daily departures, weather permitting, to regional airports in Catamarca and Salta.

In addition to the SA Plant, the SdHM property includes various infrastructure components necessary to its operations, as described in section 15 of the TRS. MdA’s workforce at the SdHM property was composed of approximately ~~583~~582 employees as of December 31, ~~2023~~2024, mostly residents of Catamarca Province. As of December 31, ~~2023~~2024, the total book value of the SdHM property and its associated plant and equipment was approximately $~~805~~934.74 million.

Exploration and Expansion Activities

After nearly 25 years of continuous operations, in 2020 we explored the lithium brine resources of the Western Subbasin of the SdHM property at depths greater than the depth of our operating brine production wells. This supplemental exploration program involved core drilling three locations using an HQ-diameter diamond drill to 102 m, 220 m, and 302 m below ground surface (bgs) to determine the brine quality and brine reservoir permeability at depths greater than 40 m bgs. The drill hole locations were selected to collect data near existing brine pumping well batteries, as well as in the area where the Eastern and Western Subbasins connect. Data collected from boreholes during the program provide evidence of lithium concentrations and reservoir properties at depths below any existing pumping wells. Packer tests were employed to collect brine samples and determine relative permeability (flow rates) at various depth intervals within boreholes. Brine samples were collected and analyzed for lithium content at MdA's onsite laboratory and at SGS Laboratories in Salta, Argentina.

We are expanding our production capacity in multiple phases in order to increase our mineral processing capacity at the SdHM property in future years. We are well advanced on a 20,000 metric ton expansion of lithium carbonate that is expected to come online in two equal phases (1A and 1B). Each phase of the expansion involves constructing a new selective adsorption plant, a new carbonate plant and supporting infrastructure. Phase 1A was completed in mid-2024, which lead to an increase in production in the last half of 2024 relative to the prior year,

See section 14.6 of the TRS for additional information about the expansion projects and section 18 of the TRS for the related estimated capital expenditures.

~~Whabouchi~~Olaroz ~~Mine~~

Mineral resource ~~and reserve~~ estimates for ~~the~~Olaroz ~~Whabouchi Mine indicated~~ in this Annual Report are based on the TRS, dated as of ~~September~~August 831, 2023 (and amended as of ~~November~~October 1430, 2023), as referenced in Exhibit 96.23 to this Annual Report (the "Olaroz TRS"), which was prepared by ~~employees~~an employee of ~~BBA~~Hydrominex ~~Inc.~~Geoscience, ~~DRA~~a ~~Americas~~third-party ~~Inc.,~~firm ~~SGS~~comprising ~~Geological~~mining ~~Services~~experts in accordance with Subpart 1300, and ~~Carl~~an ~~Pednault~~employee ~~and~~of ~~Marc~~Gunn ~~Rougier~~Metallurgy, ~~from~~a ~~WSP~~third ~~Canada~~-party ~~Inc.,~~firm ~~all~~comprising ofmining ~~whom~~experts in accordance with Subpart 1300, who we have determined to be a QPs within the meaning of Subpart 1300. The ~~QPs~~employee ~~who~~of ~~prepared~~Hydrominex ~~the~~Geoscience ~~TRS~~and ~~are~~the ~~neither~~employee ~~employees~~ of ~~Livent~~Gunn ~~nor~~Metallurgy ~~are~~who ~~such~~prepared ~~QPs~~the orTRS ~~BBA~~are ~~Inc.,~~not ~~DRA~~employees ~~Americas~~of ~~Inc.,~~Arcadium ~~SGS~~(and ~~Geological~~were ~~Services~~not oremployees ~~WSP~~of ~~Canada~~Allkem ~~Inc.~~at ~~affiliates~~the oftime ~~Livent~~the orTRS ~~another~~was ~~entity~~prepared). ~~that~~None ~~has~~of anHydrominex ~~ownership~~Geoscience, ~~royalty~~Gunn Metallurgy or ~~other~~their ~~interest~~respective inemployees ~~the~~who ~~Whabouchi~~prepared ~~Mine. Financial amounts and assumptions in~~ the TRS ~~and~~are inaffiliates ~~this~~of ~~Annual~~Arcadium ~~Report~~or ~~are~~another ~~generally~~entity ~~stated~~that inhas ~~Canadian~~an ~~dollars (C$) and~~ownership, ~~where applicable~~royalty, ~~have~~or ~~been~~other ~~converted~~interest ~~into~~in UOlaroz.S. ~~dollars at an assumed exchange rate of C$1.3 to U.S.$1.00.~~

The mineral resources ~~and reserves~~ information for ~~Whabouchi~~Olaroz ~~Mine~~ in the ~~aforementioned~~Olaroz TRS was prepared and presented as of ~~December~~June 3130, ~~2022. The mineral resources and reserves information as of December 31,~~ 2023 ~~presented~~(which ~~below~~was isAllkem’s ~~based~~fiscal onyear ~~such~~end ~~TRS~~prior ~~and remains unchanged. The aforementioned QPs have determined that the material assumptions and information relating~~ to the ~~disclosure~~Allkem ofLivent ~~Whabouchi~~Merger). ~~Mine~~The mineral resources and reserves ininformation ~~the~~as ~~respective sections~~ of ~~the~~December ~~Whabouchi Mine TRS prepared by them~~31, ~~including~~2024 ~~material~~presented ~~assumptions~~below ~~relating~~is tobased ~~all~~on ~~modifying~~such ~~factors, long-term price estimates~~ and ~~technical~~has ~~information~~been inadjusted by the ~~aforementioned~~employee ~~TRS, remain current in all material respects as~~ of ~~December~~Hydrominex ~~31,~~Geoscience ~~2023.~~who prepared

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Overview

The Whabouchi Mine is located in the James Bay area in the Province of Québec (latitude 51° 40’ 46.62” North, longitude 75° 51’ 12.07” West), UTM Zone 18N 441000 m E; 5725750 m N, approximately 30 kilometers east of the Cree Nation of Nemaska and 300 kilometers north-northwest of the town of Chibougamau, as indicated in the map below.

The Whabouchi Mine is owned by NLI, in which we own a 50% economic interest (through Livent's 100% equity ownership of Quebec Lithium Partners (UK) Limited, which in turn owns 50% of the equity interest in NLI). The remaining 50% economic interest in NLI is owned indirectly by the government of the Province of Quebec, Canada, through Investissement Quebec ("IQ"). It is accessible by the Route du Nord, the main all-season gravel road linking Chibougamau and Nemaska, through Matagami by the Route Billy-Diamond Highway and by air through the Nemiscau airport.

The Whabouchi Mine covers a total of approximately 1,632 hectares, comprised of one block containing 35 map-designated claims and one mining lease covering 138 hectares from the Ministère des Ressources naturelles et des Forêts of the Province of Québec. The Whabouchi Mine is located in the northeast part of the Superior Province of the Canadian Shield craton, in the Lac des Montagnes volcano-sedimentary formation, which comprises metasediments and amphibolites (mafic and ultramafic metavolcanics). A spodumene-bearing pegmatite dyke swarm, mostly steeply dipping towards the southeast, occurs and is composed of interconnecting dykes and plug shaped intrusions. The corridor occupied by the dyke swarm has been recognized on a strike length of 1,340 meters with a width ranging from 60 meters to 330 meters.

The Whabouchi Mine is characterized by a relatively flat topography, with the exception of a local pegmatite ridge. The elevation above sea level ranges from 275 meters, at the lowest point on the property, to 325 meters at the top of the pegmatite ridge, with an average elevation of 300 meters. Lakes and rivers cover approximately 15% of the property area.

The Whabouchi Mine is a development stage property and does not currently have any production or operating production facilities. The Whabouchi Mine comprises planned mining operations as well as the crushing and concentrating of the ore to produce spodumene concentrate. The concentrator was designed to nominally produce up to 235,000 metric tons ("MT") per year of 5.5% Li₂O of spodumene concentrate, which is intended to be transported by truck to Matagami and then by train to Bécancour. NLI has begun construction for a conversion facility designed to convert spodumene concentrate to lithium hydroxide in Bécancour, Québec (approximately 1300 kilometers, by road and rail, from the mine). The conversion facility and other downstream facilities, including a transshipment site at Matagami, Québec are not part of the Whabouchi Mine property and are not within the scope of the TRS. As of December 31, 2023, the total book value of the Whabouchi Mine property and

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its associated plant and equipment was approximately $845.4 million. We consolidate NLI on a quarter-lag basis. IQ has a 50% noncontrolling interest in NLI.

Mineral Resources and Reserves

Mineral Resources Estimate

The following table provides a summary of Livent’s attributable portion, based on its 50% economic ownership interest in the Whabouchi Mine, of the estimated mineral resources at the Whabouchi Mine, exclusive of reserves, as of December 31, 2023. The below mineral resource amounts are rounded and shown in thousands of MT of ore resources and the average grade of the resource (measured as a percentage thereof) comprised of lithium oxide (Li₂O). A summary of the material technical information and assumptions supporting mineral resources are included below the table, and set forth in further detail in the TRS, referenced in Exhibit 96.2 to this Annual Report, which reflects mineral resources and reserves as of December 31, 2022 and remains current in all material respects.

Category	Amount(MT in thousands)	Grade(Li2O%)
Measured Mineral Resources	—	N/A
Indicated Mineral Resources	3,900	1.61%
Total Measured and Indicated Mineral Resources	3,900	1.61%
Inferred Mineral Resources	4,100	1.31%

Notes:

•The above table represents Livent’s attributable portion (50%) of the property’s total mineral resources.

•The reference point for the mineral resources is in-situ and undiluted.

•Density is applied by rock type and the proportion of waste inside each block. A density of 2.77 t/m3 was used for mineralized pegmatites.

•Mineral resources are reported exclusive of mineral reserves and were estimated by subtracting resources representing proven mineral reserves from the property’s measured mineral resources and resources representing probable reserves from the property’s indicated mineral resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

•The lithium resources were estimated based on: drillhole database validations and selection of the drillholes and channels for the Mineral Resource estimation database; 3D modelling of spodumene-bearing pegmatite wireframes, based on lithology and lithium content (% Li₂O); geostatistical analysis for data conditioning: density assignment, capping, compositing and variography; block modelling and grade estimation; resource classification and grade interpolation validations; grade and tonnage sensitivities to spodumene concentrate selling prices.

•The drilling database used for the mineral resource estimate comprised 258 diamond drillholes and 108 channels. Assaying is predominantly within the pegmatite dyke occurrences. A three-dimensional geological model based on the drilling database was used to estimate resources for the property as a whole.

•Resources were categorized, based on the opinion of SGS Geological Services, into measured, indicated and inferred resources based on average drill hole spacing, the number of samples used in the interpolation, specific geological units, and manual editing to avoid isolated blocks. Measured resources are generally blocks with an average distance between the three nearest drill holes of less than 30 meters; indicated resources are generally blocks with an average distance between the three nearest drill holes of less than 60 meters; and inferred resources are generally blocks with an average distance between the three nearest drill holes of less than 90 meters. Blocks that did not have reasonable prospects for the economic extraction of minerals were removed.

•Reasonable prospects for economic recovery assume:

•A spodumene concentrate (at an average concentrate grade of 5.5% Li₂O) selling price of C$1,264/MT.

•A metallurgical recovery of 85%.

For the Open Pit Mineral Resources:

•The cut-off grade used to report open pit mineral resources is 0.30% Li₂O.

•Pit optimization parameters are described as follows:

•Total ore-based costs of approximately C$58.00/MT.

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•Geotechnical pit slope parameters of 55 degrees (North wall) and 52 degrees (South wall), assuming no underground mining or a crown pillar thick enough that pit-underground stability interactions do not occur.

For the Underground Mineral Resources:

•The cut-off grade used to report underground mineral resources is 0.60% Li₂O.

•Underground optimization parameters assume total costs (including total ore-based and milling costs) of approximately C$100.00/MT.

Mineral Reserves Estimate

The following table provides a summary of Livent’s attributable portion, based on its 50% economic ownership interest in the Whabouchi Mine, of the estimated mineral reserves at the Whabouchi Mine as of December 31, 2023. The below mineral reserves amounts are rounded and shown in thousands of MT of ore reserves and the average grade of the reserves (measured as a percentage thereof) comprised of lithium oxide (Li₂O). A summary of the material technical information and assumptions supporting mineral reserves are included below the table, and set forth in further detail in the TRS referenced in Exhibit 96.2 to this Annual Report.

Category	Amount(MT in thousands)	Grade(Li2O%)
Proven Mineral Reserves	5,200	1.40%
Probable Mineral Reserves	13,800	1.28%
Total Proven and Probable Mineral Reserves	19,000	1.31%

Notes:

•The above table represents Livent's attributable portion (50%) of the property's total mineral reserves.

•Lithium reserves were estimated based on modeled production for the 34-year life of the mine. Development of the life-of-mine plan included pit optimization, pit design, mine scheduling and the application of modifying factors to the measured and indicated mineral resources.

•The reference point for the mineral reserves is the feed to the primary crusher of the Whabouchi concentrator. The tonnages and grades reported are inclusive of mining dilution, geological losses and operational mining losses.

•The reported mineral reserves include 5.2 million MT and 8.0 million MT of open pit proven and probable reserves, respectively. All underground reserves have been classified as probable.

•Assumes a spodumene concentrate (at an average concentrate grade of 5.5% Li₂O) selling price of C$1,264/MT.

For the Open Pit Mineral Reserves:

•The cut-off grade used to report open pit mineral reserves is 0.40% Li₂O.

•Pit optimization parameters are described as follows:

•An assumed metallurgical recovery of 85%.

•Estimated variable mining costs of C$2.25/MT for overburden and C$3.46/MT of rock, variable processing and tailings management costs of C$11.00/MT milled, transportation costs of C$159.00/MT of concentrate and estimated aggregate fixed costs C$46.7 million/year.

•An open pit has been designed which includes 12 meter high benches, a 25 meter wide haul ramp at a maximum grade of 10% and which considers a minimum mining width of 30 meters. The open pit is approximately 1,400 meters long and 400 meters wide at surface, and has a total surface area of approximately 42 hectares and maximum depth of approximately 230 meters below surface.

•The stripping ratio for the open pit is 2.8 to 1.

For the Underground Mineral Reserves:

•A variable cut-off grade between 0.5% Li₂O to 0.72% Li₂O was used to report underground mineral reserves, depending on the anticipated mining method used in a particular location.

•Underground optimization parameters are described as follows:

•An assumed mining recovery of 90%, based on estimated mining dilution and ore losses.

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•Estimated processing costs of C$48.00/MT (including mill operation and administration and infrastructure costs), transportation costs of C$32.00/MT and mining costs of C$46.00/MT (including haulage and backfill).

•The reported mineral reserves include nil MT and 5.8 million MT of underground proven and probable reserves, respectively. The Whabouchi deposit will be mined using conventional open pit mining for the first 24 years of operation, followed by 10 years of underground mining.

•Underground mineral reserves reflect both internal dilution, which refers to waste occurring within an ore body, and external dilution, which refers to waste outside the ore body that is mined during the mining process. With respect to the long-hole mining method, external dilution included a mining dilution of 0.5 meters on the hanging and footwalls.

•A minimum true mining width of 4 meters was used.

The key assumptions and parameters relating to the Whabouchi Mine’s lithium mineral resources and reserves are discussed in more detail in sections 11 and 12, respectively, of the TRS. The mineral resource and reserve estimates are subject to a number of uncertainties, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings "Competition and Industry Overview" and "Growth"), production costs and/or other factors affecting the life-of-mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters.

Mineral Concession Rights, Certain Third Party Rights and Claims

On October 26, 2017, NLI obtained the mining lease (number 1022) under the Loi sur les mines (Mining Act) of the province of Québec, Canada. The lease gives the tenant the right to extract all mineral substances owned by the Crown in the above-named land, but it does not give entitlement to surface mineral substances, petroleum, natural gas, or brine. This lease is for a period of 20 years from October 26, 2017 and will end on October 25, 2037, and is eligible for renewal for three further 10-year increments at a nominal fee.

The Whabouchi Mine’s 35 map-designated claims have expiry dates ranging from November 2, 2024 to January 24, 2025, but are renewable by NLI subject to declaring proof of exploration and paying renewal rights.

There are no royalty obligations on any of the claims of the Whabouchi Mine.

Certain of NLI’s mining titles are in areas in which native communities have exclusive rights to hunt and fish. These claims fall under the Chinuchi Agreement executed in 2014 by and among NLI and certain Cree entities. The Chinuchi Agreement will be in effect throughout the life of the Whabouchi Mine and contains provisions related to environmental involvement, training, employment and business opportunities for the Crees during construction, operation and closure of the Whabouchi Mine. Should NLI seek to develop or mine in the areas covered by the Chinuchi Agreement, the Chinuchi Agreement establishes a procedure for the parties to facilitate such plans, including filing a notice of intent and preparing an environmental and social impact statement, among other steps.

On October 15, 2020, in connection with NLI’s proceedings under the Companies' Creditors Arrangement Act ("CCAA"), the Superior Court of Québec issued a reverse vesting order ("RVO") pursuant to which NLI was acquired and declared free and clear of the claims of creditors. A holder of a pre-proceeding royalty asserted that such royalty is a "sui generis real right or royalty right in and to the assets and properties of the Nemaska Entities" which the RVO cannot purge. NLI contested the claim, and the Monitor appointed in connection with the CCAA proceedings supported NLI’s view. On September 11, 2023, the Québec Superior Court dismissed the holder’s claim that he acquired a real right and declared that NLI owns and holds the property free and clear of any right of the claimant.

Operations, Accessibility and Infrastructure

Exploration of Nemaska began in 1962 by Canico Resource Corp. Between 1962 and 2008, various entities, including James Bay Nickel Ventures (Canex Placer), the Société de Développement de la Baie James, Westmin Resources, Muscocho Exploration and Golden Goose Resources, conducted exploration work intermittently, including geochemical surveys, lithium exploration and sampling. The Whabouchi Mine is a development property aiming to vertically integrate, from extracting, processing and concentrating spodumene to conversion of spodumene into battery grade lithium hydroxide, primarily intended for energy storage applications. Once it reaches the production stage, the Whabouchi pit is expected to be mined using conventional open pit mining methods for the first 24 years of operation, consisting of drilling, blasting, loading and hauling. Underground mining will start production once open pit mining is completed, and is expected to run for ten years. Various methods will be utilized, including the transverse long-hole mining method and longitudinal long-hole mining methods. The mine workforce is expected to total approximately 84 employees at the start of pre-production and to reach a peak of approximately 148 employees. The Whabouchi Mine has been under development for several years prior to Livent’s acquisition of its economic interest, and has several partially completed facilities. The mine garage building, concentrator building, ore sorter building, concentrate storage dome, fine ore dome, laboratories, the main electrical and crusher E-Rooms, the administration building and the gate house are enclosed with some equipment and services installed. Other supporting facilities and infrastructure such as the potable water treatment plant, sewage treatment plant, roads, propane infrastructure and various roads have been established to support legacy execution activities. The main substation and emergency power generator, the fire

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~~water tank and~~ the ~~raw~~estimate ~~water supply have been completed and have been supplying power and water for construction activities. Some~~ of ~~the~~resources ~~aforementioned infrastructure will require completion, modification, or replacement. The Whabouchi Mine includes the Whabouchi concentrator, which was originally designed~~ in ~~2014 and initially erected in 2016 and is located 675 meters northeast of~~ the ~~open~~Olaroz ~~pit~~TRS ~~mine. The concentrator design has been updated to produce an average of 220,846 MT per year~~ for ~~years~~depletion ~~1-4,~~from ~~227,021~~production ~~MT per year~~ for ~~years 5-24 and finally 238,841 MT per for years 25-34 of spodumene concentrate at 5.5% Li₂O. The average spodumene concentrate production over~~ the ~~life~~period offrom ~~the~~July ~~mine averages 229~~1,~~797~~ MT2023 ~~per~~through ~~year.~~December ~~In determining such production figures~~31, ~~DRA Americas Inc~~2024. ~~estimated~~The ~~plant~~relevant ~~availability~~QPs tohave ~~lie~~determined ~~between 75% to 91.5%, noting~~ that ~~reductions~~all inmaterial ~~plant~~assumptions ~~capacity~~and ~~would~~information ~~lead~~relating to ~~a reduction in MT of concentrate produced by~~ the ~~plant.~~disclosure ~~The nearest infrastructure with general services is the Relais Routier Nemiscau Camp, located 12 kilometers west~~ of ~~the~~Olaroz ~~Whabouchi~~mineral ~~Mine,~~resources ~~where~~in ~~NLI has access to lodging facilities, if needs exceed~~ the ~~capacity~~respective ofsections ~~the camp installed on the property. The community~~ of ~~Nemaska, located 30 kilometers west of~~ the ~~property,~~Olaroz ~~can~~TRS ~~also~~prepared ~~provide accommodation and general services. The area is serviced~~ by ~~the Nemiscau airport~~them, ~~serviced~~including bymaterial ~~regular~~assumptions ~~scheduled~~relating ~~and~~to ~~charter~~all ~~flights,~~modifying ~~and by mobile phone network from the main Canadian service providers. Hydro-Québec owns several infrastructure facilities in the area including two electrical stations~~factors, ~~located~~price ~~approximately~~estimates ~~20 kilometers east~~ and 12technical ~~kilometers~~information ~~west~~in ~~from~~ the ~~property.~~Olaroz ~~Electrical (735 kV) transmission lines connecting both stations run alongside the Route du Nord and cross the property near its center. Also~~TRS, aremain 69current ~~kV power line connecting one of the electrical stations to the mine site has been put~~ in ~~service~~all ~~and~~material isrespects ~~supplying~~as ~~power to the Whabouchi Mine’s facilities. The Whabouchi Mine is currently expected to enter production in 2025. As~~ of December 31, ~~2023,~~2024. No ~~the~~mineral ~~total~~reserves ~~expected~~have ~~capital~~been ~~expenditure~~determined ~~with respect to the Whabouchi Mine was approximately C$473.2 million (U.S.$359.4 million)~~ for ~~initial~~Olaroz ~~capital~~as ~~costs~~of ~~and~~the ~~C$198.4~~date ~~million~~of ~~($150.7~~this ~~million)~~Annual ~~for~~Report ~~sustaining~~on ~~costs~~Form ~~over the 34~~10-~~year life of the mine~~K.

Mineral Processing

Mineral processing will occur in the Whabouchi concentrator described herein to produce a spodumene concentrate. The spodumene concentrate is expected to be shipped and treated at a new lithium hydroxide conversion plant to be located in Bécancour. Mineralized material is expected to be fed into the jaw crusher by wheel loader and then screened to feed a coarse and fine ore sorter, as well as a fines by-pass. The ore sorters will reject coarse waste rock and the sorted material will combine with the fine material and get further crushed in two additional stages of crushing. The final crushed product will be sent to the concentrator feed hopper or fine ore stockpile to act as a buffer between the crushing area and concentrator. Within the concentrator, the crushed material will first be screened, and the coarse material will undergo treatment to remove coarse muscovite and separation to produce a coarse spodumene product, a middling product, and a tailings/waste stream. The coarse spodumene product will be dried and separated from remaining waste materials. The middling product will be further ground and combined with the previously screened fine ore. The fine ore will then be treated to, among other things, remove remaining waste materials and produce a fine spodumene concentrate. The fine spodumene concentrate will be thickened and filtered and combined with the coarse spodumene concentrate before being loaded into containers for shipment. Following the concentrator, the spodumene concentrate will be transported in containers by road trucks (400 km from Whabouchi) to a transshipment that is expected to constructed in Matagami. It is expected that the concentrate containers will be transloaded onto railcars in Matagami, for transport (900 km by rail from Matagami) to the Bécancour conversion facility, which is in the design stage, for further processing into lithium hydroxide.

Exploration and Expansion Activities

There are currently no new exploration activities being undertaken at the Whabouchi Mine, but NLI is assessing options to conduct further exploration on the property. NLI is also in the process of constructing a conversion facility designed to convert spodumene concentrate to lithium hydroxide in Bécancour, Québec. While the Bécancour conversion facility itself falls outside the scope of the TRS, it is contemplated as the principal delivery point for the Whabouchi Mine’s entire production of spodumene concentrate. The determination of the required capital expenditures, environmental and other permits, infrastructure development (including an anticipated rail link from the locale of the property to Bécancour), and construction and operational design plans for the conversion facility and other downstream facilities remain subject to the completion of a feasibility study and the approval of NLI’s shareholders, Livent and IQ. Livent currently provides, and expects to continue to provide, certain technical advisory support, marketing and sales, and other related services to NLI pursuant to contractual arrangements that are in place (and which Livent believes were negotiated on an arm’s length basis) or under negotiation.

Mt Cattlin

Mineral resource and reserve estimates for Mt Cattlin indicated in this Annual Report are based on the TRS, dated as of August 31, 2023 (and amended as of October 30, 2023), as referenced in Exhibit 96.3 to this Annual Report, which was prepared by Albert Thamm, F.Aus.IMM, an Arcadium employee (an Allkem employee prior to the Allkem Livent Merger), who prepared the estimates of lithium mineral resources at Mt Cattlin, and employees of Mining Plus Pty Ltd. ("Mining Plus"), a third-party firm comprising mining experts in accordance with Subpart 1300, who prepared the estimates of lithium mineral reserves at Mt Cattlin, who we have determined to be QPs within the meaning of Subpart 1300. Mining Plus’s employees who prepared the Mt Cattlin TRS are not employees of Arcadium (and were not employees of Allkem at the time the TRS was prepared). Neither Mining Plus nor its employees who prepared the Mt Cattlin TRS are affiliates of Arcadium or another entity that has an

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ownership, royalty, or other interest in Mt Cattlin. Mr. Thamm does not have an ownership, royalty, or other interest in Mt Cattlin.

The mineral resources and reserves information for Mt Cattlin in the aforementioned TRS was prepared and presented as of June 30, 2023 (which was Allkem's fiscal year end prior to the Allkem Livent Merger). The mineral resources and reserves information as of December 31, 2023 presented below is based on such TRS, except that the amount of reserves has been adjusted by employees of Mining Plus Pty Ltd., the QPs who prepared the reserves estimate in the Mt Cattlin TRS,for depletion by mining for the period from July 1, 2023 through December 31, 2023. The aforementioned QPs have determined that all material assumptions and information relating to the disclosure of Mt Cattlin mineral resources and reserves in the respective sections of the Mt Cattlin TRS prepared by them, including material assumptions relating to all modifying factors, price estimates and technical information in the aforementioned TRS, remain current in all material respects as of December 31, 2023.

Overview

Mt Cattlin is a hard rock, open pit mine (latitude 33° 33’ 47” South, longitude 120° 2’ 4” East) wholly owned by Galaxy Lithium Pty Ltd, our wholly owned subsidiary. Mt Cattlin is located two kilometers north of the town of Ravensthorpe and 450 kilometers southwest of Perth in Western Australia. There is established access to the site via major road networks, as discussed further below.

Initial construction of the Mt Cattlin facility and site infrastructure began in November 2009 with mining activities and subsequent concentrate production commencing in June 2010. Due to market conditions, the operation was suspended and put

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into care and maintenance during 2013 and resumed mining and processing operations in 2016. Mt Cattlin has since been in continuous production.

Mining Lease M74/244, granted as of December 24, 2009 (the "Mt Cattlin Mining Lease"), and General-Purpose Lease G74/013, which was granted May 26, 2023, govern all of our current mineral extraction, production, mining and processing facilities at Mt Cattlin. The Mt Cattlin Mining Lease covers 1,830 hectares ("ha") and was granted on December 24, 2009 valid to December 24, 2030. The General Purpose Lease covers 63.47 hectares ("ha"). The leases are wholly owned by us, and we also hold the underlying freehold title of the land subject to the current mining operations. We also maintain a number of exploration and prospecting licenses contiguous with M74/244. The foregoing description of the Mt Cattlin Mining Lease does not purport to be complete and is qualified in its entirety by reference to the Mt Cattlin Mining Lease, a copy of which is being filed as Exhibit 10.13 to this Annual Report.

The Mt Cattlin deposit is a spodumene-rich, tantalite-bearing pegmatite within the Ravensthorpe Terrane, with host rocks comprising both the Annabelle Volcanics to the west and the Manyutup Tonalite to the east. The contact between these rock types transects the deposit area. The pegmatites that host the lithium-rich mineralization occur as a series of sub-horizontal sills surrounded by both volcanic and intrusive rocks. The weathering profile across the Mt Cattlin area is typically shallow with fresh rock encountered sometimes at depths of less than 20 meters below the surface.

Lithium and tantalum mineralization occurs almost exclusively within the pegmatites. In places, they occur as stacked horizons that overlap in cross-section. The current extent of mineralization covers an area of around 1.6 kilometers east-west and 1 kilometer north-south. The pegmatites have a diverse mineralogy hosting a rich array of minerals with spodumene as the dominant lithium ore mineral. Several types of spodumene are observed, which include light green and white varieties. Tantalum occurs as the manganese-rich end members of the columbite-tantalite series. Tantalum is recovered as a by-product from the mining operation.

Ravensthorpe has a Mediterranean climate, featuring moist, mild winters and hot, dry summers. The area receives an average annual rainfall of 113 millimeters with annual average minimum and maximum temperatures at 10.5 degrees Celsius ("oC") and 22.8oC respectively. The local topography is undulating, with the maximum elevation at 265 meters above sea level. The Cattlin Creek passes through the project area and separates the eastern and western mining areas. The region has largely been cleared for livestock and grain production.

As of December 31, 2023, the total book value of Mt Cattlin and its associated plant and equipment was approximately $99.4 million.

Mineral Resources and Reserves

The Mt Cattlin mineral resources, exclusive of reserves, estimates as of December 31, 2023 are summarized in the following table:

Lithium - Hard Rock(Ore)	Amount(MT in thousands)	Grade(Li2O%)		Grade(Ta2O5 ppm)
Measured Mineral Resources	100	1.00	%	179
Indicated Mineral Resources	3200	1.40	%	201
Total Measured and Indicated Mineral Resources	3300	1.39	%	201
Inferred Mineral Resources	600	1.10	%	207

•Hard rock assets are expressed in thousand metric tons of ore.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated reasonable prospects for economic extraction.

•Mineral resources have been reported as but within Prospects of Economic Extraction (below).

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

▪A cut-off grade of 0.3% Li2O was estimated for a spodumene concentrate (6.0% Li2O) price of $1,500 per metric ton, tantalum concentrate price of $20 per pound and an A$/US$ exchange rate of 1.43 over the entirety of the life-of-mine of 5 to 6 years.

▪Processing costs of US$36.96/t of ore.

▪Mining costs of US$3.00/t of ore.

▪Transport costs of US$34.74/t of spodumene concentrate.

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▪State royalty of 5%.

▪Li2O% metallurgical recovery of 75%.

▪Ta2O5 ppm metallurgical recovery of 25%.

▪Inherent mining dilution and recovery of 17% and 93%, respectively.

The Mt Cattlin mineral reserve estimates as of December 31, 2023 are summarized in the following table. The mineral reserves estimates as of December 31, 2023 presented below have been reduced from 7,100 thousand MT of ore as of June 30, 2023 (of which 200 thousand MT were proven reserves, 5,200 thousand MT were probable in-situ reserves and 1,800 thousand MT were probable stockpile reserves), which are the amounts of reserves set forth in the Mt Cattlin TRS, to reflect the amount of lithium produced in the last six months of 2023. Thus, the mineral reserves estimates below has have been updated to reflect depletion, as determined by employees of Mining Plus Pty Ltd., the QPs who prepared the estimate of reserves in the Mt Cattlin TRS, by removing from the reserves that were extracted from the property between July 1, 2023 and December 31, 2023 from the amounts in the aforementioned TRS.

Lithium - Hard Rock(Ore)	Amount(MT in thousands)	Grade(Li2O%)		Grade(Ta2O5 ppm)
Proven Mineral Reserves (In-situ)	170	0.90	%	126
Probable Mineral Reserves (In-situ)	4390	1.30	%	130
Probable Mineral Reserves (Stockpile)	1180	0.91	%	107
Total Mineral Reserves	5740	1.20	%	125

•Hard rock assets are expressed in thousand metric tons of ore.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Mineral reserves are estimated in-situ.

•Mineral reserves are reported considering the following theoretical cut-off parameters:

▪A cut-off grade of 0.3% Li2O was estimated for a spodumene concentrate (6.0% Li2O) price of $1,500 per metric ton, tantalum concentrate price of $20 per pound and an A$/US$ exchange rate of 1.43 over the entirety of the life-of-mine of 5 to 6 years.

▪Processing costs of US$36.96/t of ore.

▪Mining costs of US$3.00/t of ore.

▪Transport costs of US$34.74/t of spodumene concentrate.

▪State royalty of 5%.

▪Metallurgical recovery of 70.1%.

▪Ta2O5 ppm metallurgical recovery of 20%.

▪Inherent mining dilution and recovery of 17% and 93%, respectively.

Additional information about key assumptions and parameters relating to the lithium mineral resources and reserves at Mt Cattlin are discussed in Sections 11 and 12, respectively, and key assumptions relating to the price estimates for mineral resources and reserves is discussed in Section 16, in the Mt Cattlin TRS referenced in Exhibit 96.3 to this Annual Report.

The mineral resource and reserve estimates are subject to a number of uncertainties, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings “Competition and Industry Overview" and "Growth"), production costs and/or other factors affecting the life-of-mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters.

Rights and Royalties

In 2020, Galaxy entered into an agreement with former joint venture partner Traka Resources Limited ("Traka Resources") regarding exploration access to specific tenements in the north of Mt Cattlin. Traka Resources had previously held a 20% free carried interest in tenements E74/401, P74/370 and P74/373, and the 2020 agreement stipulated that Traka Resources would retain 100% of the gold and copper rights on these tenements in exchange for releasing their 20% interest in lithium and tantalum rights to Galaxy.

Royalties on the production of spodumene are payable to the Western Australian State Government at a rate of 5% on the revenue realized from the sale of spodumene concentrate from the Port of Esperance. Additional royalties are payable at a rate of 5% on the revenue realized from the sale of tantalum by-product sold to processors in Western Australia. Royalties are also due at a rate of 73 cents per dry metric ton of aggregate product sold. If any relevant sales are in US dollars, the Department of

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Mines, Industry Regulation and Safety of the Western Australian State Government specifies the exchange rate for the royalty payable to the Western Australia State Government.

In addition, a royalty payment of A$1.50 per ton of ore crushed at the mining tenement M74/244 is payable to Lithium Royalty Corp (“LRC”), a non-associated company, pursuant to a royalty agreement that LRC acquired by way of assignment in June 2018 from the previous holder of the royalty.

Operations, Accessibility and Infrastructure

Mt Cattlin is a conventional hard rock open pit mine using conventional open pit mining methods to extract ore, which is then transported to the processing plant by truck. The processing plant is located immediately to the west of the mining area and utilizes conventional processing techniques to generate spodumene and by-product tantalite concentrates from open pit mining of the pegmatite ore deposit. The spodumene concentrate produced is trucked to the Port of Esperance for loading and shipment to customers predominantly in China.

As an existing operation, Mt Cattlin is serviced by established infrastructure, including sealed roads to the site and a highway network to Perth and the nearest regional centers of Albany and Esperance, which both support heavy industry and have regional airports, as well as an export port located at Esperance, the Port of Esperance. The spodumene concentrate is trucked to the Port of Esperance via the South Coast Highway. The Port of Esperance has storage capacity for up to 45,000 metric tons of Mt Cattlin spodumene concentrate prior to ship loading.

Access to the site from Perth is via either the Brookton Highway (540 kilometers) or the Albany and South Coast Highways (690 kilometers). Internal site roads to service the project are in place and are suitable to act as haul roads for mining trucks and mining related activities.

The mine services facilities are separated between the administration area located at the entrance to the site and the mining and workshop areas. The site’s process water is currently sourced from the empty north-east pit and pumped back to the process plant for treatment and distribution. Water quality has remained stable and consistent with background levels since the commencement of mining and abstraction.

The power generation system at Mt Cattlin is owned and operated by an Independent Power Provider under a Power Purchase Agreement ("PPA") with Pacific Energy (formerly Contract Power). The PPA was originally in place for 5 years from 2018, when the mine was recommissioned, and was extended in June 2022 for a further 5 years under the same terms and conditions.

The operations workforce is domiciled in the regional towns of Ravensthorpe and Hopetoun, and the operation supports fly-in/fly-out commuting from the source-hub of Perth.

Mineral Processing

Mt Cattlin utilizes conventional processing techniques to generate spodumene and by-product tantalite concentrates from open pit mining of the pegmatite ore deposit. The processing plant consists of a crushing circuit, optical beneficiation circuit, dense media separation ("DMS") plant, product handling facilities and tailings storage facilities. Mt Cattlin has capacity to process up to 1.8 million metric tons of ore per year, having been subject to a series of upgrades since the original 1 million metric tons per year capacity facility when it was commissioned in 2010. Final shipment grades and volumes are determined by a third-party, which independently samples the shipment and produces the final certificate.

Exploration and Expansion Activities

We have acquired several other tenements in the Ravensthorpe area and has an active exploration program that includes surface geology mapping, rock chip and soil sampling, remote sensing and airborne and ground geophysics. Tenements to the east of Ravensthorpe comprising the West Kundip and McMahon Projects contain manganese and copper/gold targets. To the north of Mt Cattlin, rock chip sampling of outcropping pegmatites returned highly anomalous tantalum values and elevated lithium values at the Enduro Prospect. Further evaluation and drilling returned the best intercept of 2 meters at 1.45% Li2O. Projects to the west and south of Mt Cattlin, which have been explored for pegmatite-hosted lithium and tantalum mineralization, include the Bakers Hill, Floater and Sirdar projects. Programs of mainly surface sampling and geological mapping have been carried out over these tenements in addition to airborne geophysics.

Olaroz

Mineral resource estimates for Olaroz in this Annual Report are based on the TRS, dated as of August 31, 2023 (and amended as of October 30, 2023), as referenced in Exhibit 96.4 to this Annual Report, which was prepared by an employee of Hydrominex Geoscience, a third-party firm comprising mining experts in accordance with Subpart 1300, and an employee of Gunn Metallurgy, a third -party firm comprising mining experts in accordance with Subpart 1300, who we have determined to be a QPs within the meaning of Subpart 1300. The employee of Hydrominex Geoscience and the employee of Gunn Metallurgy who prepared the TRS are not employees of Arcadium (and were not employees of Allkem at the time the TRS was prepared). None of Hydrominex Geoscience, Gunn Metallurgy or their respective employees who prepared the TRS are affiliates of Arcadium or another entity that has an ownership, royalty, or other interest in Olaroz.

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The mineral resources information for Olaroz in the aforementioned TRS was prepared and presented as of June 30, 2023 (which was Allkem’s fiscal year end prior to the Allkem Livent Merger). The mineral resources and reserves information as of December 31, 2023 presented below is based on such and has been adjusted by the employee of Hydrominex Geoscience who prepared the estimate of resources in the Olaroz TRS for depletion from production for the period from July 1, 2023 through December 31, 2023. The aforementioned QPs have determined that all material assumptions and information relating to the disclosure of Olaroz mineral resources in the respective sections of the Olaroz TRS prepared by them, including material assumptions relating to all modifying factors, price estimates and technical information in the aforementioned TRS, remain current in all material respects as of December 31, 2023. No mineral reserves have been determined for Olaroz as of the date of this Annual Report on Form 10-K.

Overview

Olaroz is in production and is operated by a lithium chemicals production joint venture. Olaroz is managed through the operating company SDJ, which is owned 66.5% by us, 25% by TTC and 8.5% by JEMSE. As a part of the joint venture, TTC is the exclusive sales agent for products from Olaroz, with us (through Allkem) and TTC exercising shared decision making over marketing, product allocation and sales terms.

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Olaroz (latitude 23° 27' 46.54" South, longitude 66° 42' 8.94" West) is located 230 kilometers northwest of the capital city San Salvador de Jujuy in the province of Jujuy at 3,900 meters altitude, adjacent to the paved international highway (RN52) that links the San Salvador de Jujuy with ports in the Antofagasta region of Chile.

The joint venture holds mineral properties that cover the majority of the Salar de Olaroz, including tenements covering 47,615 ha and two exploration properties ("cateos") and consisting of 33 mining concessions. Allkem commenced exploration at Olaroz in 2008 and has been extracting lithium since 2013 and producing lithium carbonate since 2015 from the Stage 1 operations of Olaroz. Further, in July of 2023, Allkem achieved first production from the Stage 2 operations of Olaroz.

In addition to our stake in SDJ through Allkem, we also own 100% of six properties immediately in the north of Olaroz, which contribute an additional 9,575 ha. The properties in the far north of the salar and over gravel sediments of the Rosario River delta and surrounding alluvial material (i.e., material deposited by a stream or flowing water along its course) are interpreted to overlie a deeper extension of the salar. In addition to those six properties, Allkem also previously acquired the Maria Victoria property in the north of Olaroz.

None of these six wholly owned properties are in production. Further exploration drilling and test work is planned to confirm the scale of lithium potential of these properties.

Mineralization in the Olaroz salar consists of lithium dissolved in a hyper-saline brine, which is multiple times more concentrated than seawater. The lithium concentration is the product of the solar evaporation of brackish water which flows into the salar as groundwater and occasional surface water flows. The concentrated brine with lithium is distributed throughout the salar in pore spaces between grains of sediment. The brine also extends a considerable distance away from the salar, beneath alluvial gravel fans around the edges of the salar. These areas are largely unexplored by the company to date. In addition to lithium, there are other elements, such as sodium, magnesium and boron, which constitute impurities and are removed in the ponds and in the processing plant.

Given the greater depth of exploration from 2019 onward and improved geological understanding, the geological interpretation has been simplified to five major hydrogeological units, consisting of the upper halite and northern sequence of the salar, underlying sand silt and clay units, a halite dominated sequence, a lower sequence with more sandy units and a unit of alluvial sediments that surrounds the salar and extends to considerable depth in the west of the salar.

Olaroz is located in Salar de Olaroz, which is in the high-altitude Puna ecoregion of the Altiplano of northwest Argentina, where extensive lithium brine resources are present. The climate is cold and dry and rainfall is generally restricted to the summer months of December through March. Solar radiation is high, especially during the summer months of October through March, leading to high evaporation rates. The area is windy, with wind speeds of up to 80 kilometers per hour recorded during the dry season.

As of December 31, ~~2023~~2024, the total book value of Olaroz and its associated plant and equipment was approximately $1,~~363~~833.48 million.

Mineral Resources

A summary of Olaroz's lithium mineral resources, as of December 31, ~~2023~~2024 is shown in the following table.

No mineral reserves have been determined at Olaroz, and Allkem has started extraction at Olaroz without determining mineral reserves. A copy of the QPs’ TRS with respect to the lithium mineral resource estimate at Olaroz, effective as of June 30, 2023, is referenced in Exhibit 96.43 to this Annual Report.

The Olaroz mineral resources as of December 31, ~~2023~~2024, are summarized in the following table. The measured and indicated mineral resources estimates as of December 31, ~~2023~~2024 presented below have been reduced from 12,~~570~~065 thousand MT of elemental lithium as of June 30, 2023, which is the amount of measured and indicated resources set forth in the Olaroz TRS, to reflect the amount of lithium produced inbetween ~~the~~June ~~last~~30, ~~six~~2023 ~~months~~and ofDecember ~~2023~~31, 2024. Thus, the mineral resources estimates below have been updated to reflect depletion, as determined by an employee of Hydrominex Geoscience, the QP who prepared the estimate of resources in the MtOlaroz ~~Cattlin~~ TRS, by removing the amount of lithium that was extracted from the property between July 1, 2023 and December 31, ~~2023~~2024 from the corresponding amount in the ~~aforementioned TRS.~~ Olaroz ~~production in the last six months of 2023 did not affect the estimates indicated or inferred mineral resources reported in the aforementioned~~ TRS.

Lithium - Brine(Lithium metal)	Amount(MT in thousands)	Concentration(mg/L)
Measured Mineral Resources	1,560	659
Indicated Mineral Resources	499	592
Total Measured and Indicated Mineral Resources	2,059	641
Inferred Mineral Resources	1,105	609

Mineral Resources at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE.


Lithium - Brine (Lithium metal)	Amount (MT in thousands)	Concentration (mg/L)
Measured Mineral Resources	1,555	659
Indicated Mineral Resources	498	592
Total Measured and Indicated Mineral Resources	2,053	641
Inferred Mineral Resources	1,105	609

•Brine assets are expressed in thousand metric tons of lithium metal.

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•Comparison of values may not add up due to rounding or the use of averaging methods.

•Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated reasonable prospects for economic extraction.

•Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton of lithium metal).

•Through the Olaroz joint venture, we own a 66.5% interest in Olaroz and, therefore, are reporting 66.5% of the mineral resources that are subject to the Olaroz joint venture. In addition to our stake in the Olaroz joint venture, we also own 100% of six properties immediately in the north of Olaroz, which properties’ mineral resources are reported on a 100% basis.

•The estimate is reported in-situ and exclusive of mineral reserves, but because no reserves were estimated, the resources has only been depleted by historical production.

•An elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 30 years. The average lithium grade of the measured and indicated mineral resources corresponds to 641 mg/l. Extracted grades at individual production wells and the average mineral resources concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

•The estimated economic cut-off grade estimated for resource reporting purposes is 300 mg/l lithium, based on the following assumptions:

▪A technical grade LCE price of $20,000/metric ton.

▪An estimated recovery factor for the salar operation over the span of life-of-mine is 62%, equivalent to the assumed process recovery factor of 62%.

▪An average annual brine pumping rate of 600 L/s is assumed.

▪Cost estimates are based on a combination of fixed brine extraction, G&A and plant costs and variable costs associated with raw brine pumping rate or lithium production rate and capital costs.

•The resource has been depleted for the historical well production which is approximately 0.~~323~~380 million tons of lithium carbonate equivalent (LCE), 0.~~314~~365 million tonnes of LCE were depleted from measured resource and 0.~~009~~015 million tons of LCE was depleted from indicated resources (associated with the accumulative production of well E-26). The accumulated production between 30 of June of 2023 and 31 December of ~~2023~~2024 was 0.~~031~~088 million tons of LCE. The production values are 100% basis.

Additional information about key assumptions and parameters relating to the lithium mineral resources at Olaroz is discussed in Section 11 and key assumptions relating to the price estimates for mineral resources is discussed in Section 16, in the Olaroz TRS filed as Exhibit 96.43 to this Annual Report. The mineral resource estimates are subject to a number of uncertainties, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings “Competition and Industry Overview" and "Growth"), production costs and/or other factors affecting the life-of-mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters.

For comparative purposes, measured and indicated mineral resources were 2,053 and 2,059 thousands of metric tons of lithium metal as of December 31, 2024 and 2023, respectively, representing a decrease of three (3) percent. Inferred mineral resources remained unchanged at 1,105 metric tons of lithium metal as of December 31, 2024 and 2023, respectively.

The decrease in measured and indicated mineral resources from December 31, 2023 to December 31, 2024 is primarily attributable to depletion during the 2024 production year. There were no changes in inferred mineral resources from December 31, 2023 to December 31, 2024 because there was no production associated with the inferred area. The variations do not correspond to new resource estimates, but are the result of brine produced at the wellhead. No mineral reserves have been determined for Olaroz as of the date of this Annual Report on Form 10-K.

Joint Venture

In 2019, Allkem began consolidating the Olaroz joint venture based on amendments to the joint venture contractual arrangement providing Allkem with control of certain rights. The Olaroz joint venture was originally funded through a combination of equity contributions, debt contributions and third-party debt. The joint venture arrangement governing the relationship between us (through Allkem) and TTC has no set calendar expiration date and contemplates customary joint venture termination rights for each party, including in the event of a material breach by the other party.

TTC has the sole and exclusive rights to market and sell all lithium products produced by SDJ from Stage 1 and Stage 2 for 20 years from the commencement of production from Stage 2 (starting retroactively after SDJ has produced sellable products over three consecutive months), subject to oversight from a joint marketing committee comprised of an equal number of TTC and Allkem representatives.

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Rights and Royalties

Allkem, as operator, developed Stage 1 of Olaroz from 2012 to 2014, with the installation of production wells, water and gas supplies, power generation, evaporation ponds and a processing plant with 17,500 metric tons per annum ("mtpa") lithium carbonate capacity. Stage 2 of Olaroz commenced construction in 2019 and achieved first production in July of 2023. Stage 2 comprises additional evaporation ponds and an additional standalone processing facility with 25,000 mtpa of lithium carbonate capacity. Olaroz holds the necessary environmental permits for the Stage 1 and Stage 2 production and SDJ has received the relevant permissions for Olaroz development and operating activities from both provincial and federal agencies.

According to the ~~AMC~~Argentine National Constitution and the Argentine Mining Code, the ownership of the ~~minerals~~natural ~~which~~resources ~~form~~(i.e. ~~part~~the ofmineral aunderneath ~~mine~~the ~~belong~~mining toproperties ~~the~~belongs ~~government~~to of the province where the ~~mine~~mining isproperties are located. Mining royalties in Jujuy are due to the province in consideration for exploitation rights granted to the owner of the mine as concession for the exploitation. The mining royalties are specifically set forth in the Argentine Mining Investment Law (which the Province of Jujuy adhered by means of Law No. 4695). Pursuant to Section 344 of the Jujuy Tax Code (Law No. 5,791 as amended), the provincial mining royalty is limited to 3% of the pithead value of the minerals extracted, minus direct or indirect expenses and/or costs associated with the extraction process.

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the owner of the mine as concession for the exploitation. The mining royalties are specifically set forth and regulated by the Jujuy Provincial Tax Code (Title Seven, Law No. 5,791, as amended) (the “Jujuy Tax Code”). Pursuant to Section 344 of the Jujuy Tax Code, the provincial mining royalty is limited to 3% of the mine head value of the extracted ore, calculated as the sales price less direct cash costs related to exploitation and excluding fixed asset depreciation. Section 345 of the Jujuy Tax Code provides that mining royalties shall be calculated based on sworn statements filed by the company on a monthly basis, within 15 calendar days after the previous liquidated month period. Section 346 of the Jujuy Tax Code provides that the relevant tax authority has the right to review the sworn statements and to request payment of any difference in favor of the province.

In addition, pursuant to Federal Argentine regulation Decree Nr. 1060/20, a 4.5% export duty on the FOB price is to be paid when exporting lithium products.

Further, JEMSE, the Jujuy provincial mining body, holds an 8.5% interest in SDJ. JEMSE is the sole Class B shareholder of SDJ. Pursuant to SDJ's bylaws, JEMSE has the right to appoint one director, one alternate director and one syndicate member (which is a delegate). JEMSE also has the right to receive a percentage of any declared dividends to be paid by SDJ in proportion with its ownership interest. According to SDJ’s bylaws, any capital stock increase approved by SDJ’s shareholders shall keep the relative proportion of the Class A and Class B shares consistent, such that JEMSE continues to hold an 8.5% interest. To that extent, upon the request of JEMSE, the Class A shareholder may lend JEMSE the necessary amounts to subscribe its shareholder proportion in the relevant capital stock increase.

Operations, Accessibility and Infrastructure

Olaroz is an established lithium brine evaporation and processing operation. The operation has extensive infrastructure and facilities that have been supplemented for the Stage 2 expansion. The general facilities include wellfields, evaporation ponds, liming plants, ~~freshwater~~water production wells, a reverse osmosis plant, a gas fueled power generation plant, boilers for steam generation, a lithium processing plant, soda ash storage, lithium carbonate bagging and other storage areas for reagents and supplies, a laboratory, warehouses, refueling and equipment workshops, offices and control facilities, camp, transport control and a security facility. We consider the condition of all of our plants, facilities and equipment to be suitable and adequate for the businesses we conduct, and we maintain them regularly.

Olaroz is located in the province of Jujuy at 3,900-meter altitude, adjacent to the paved international highway (RN52) that links the Jujuy Provincial capital, San Salvador de Jujuy, with ports in the Antofagasta region of Chile that are used to export the lithium carbonate product and to import key chemicals, equipment and other materials used in the production of lithium carbonate. In addition, both Jujuy and Salta have regular flights to and from Buenos Aires.

Olaroz is also located close to an existing gas pipeline, from which a spur line was constructed to supply Olaroz, providing a well-priced energy source. Industrial or raw water is obtained from production wells installed in the Archibarca alluvial fan area to the south-southeast of the plant. Wells have been installed in the Rosario Delta area in addition to the original wells in the Archibarca area to provide the additional industrial water for process plant demand. The existing operation has a contractor operated modular gas fueled electrical power generator complex. The power supply provides the power needs for the brine extraction wells, evaporation pond brine transfers, liming plant, lithium carbonate plant and camp.

Olaroz is managed on a drive-in/drive-out basis, with personnel coming from the regional centers, primarily Salta and San Salvador de Jujuy. A substantial camp is maintained that provides accommodation, recreation, meals and a manned clinic. Olaroz is supported with accounting, logistics, human resources and supply functions based in an office in Jujuy.

There are a number of local villages within 50 kilometers of Olaroz. These include the villages of Olaroz Chico, El Toro, Catua and Sey. The regional administrative center of Susques (population of approximately 2,000 people) is a one-hour drive northeast of Olaroz.

Mineral Processing

The Olaroz bore field and ponds have been operating since 2013 and the processing of lithium on site and sale of lithium carbonate product commenced from 2015 as a part of the Olaroz Stage 1 development. Lithium bearing brine hosted in pore spaces within sediments in the salar is extracted by pumping, using a series of production wells to pump brine to evaporation ponds for concentration of the brine. Olaroz currently produces brine from two wellfields with wells installed and operating at depths up to 650 meters. Pipelines for individual wells transport the brine to transfer ponds, from where brine is pumped to the evaporation ponds. The ponds are located directly south of the plant and on the lower slopes of the Archibarca alluvial fan.

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The Olaroz process relies upon the removal of the bulk of the magnesium content by slaked lime addition to the brine, increasing the lithium concentration by evaporation, removing many different salts along the evaporation path by crystallization, polishing of the upgraded brine by removal of calcium and magnesium at an intermediate temperature and carbonate concentration, precipitation of the lithium carbonate product using high temperature and sodium carbonate additions, product filtration, drying and bagging.

Olaroz Stage 2 development is designed with a substantial increase in the evaporation pond area and a second processing plant to increase productive capacity up to 42,500 mtpa lithium carbonate from the combined Stage 1 and Stage 2 facilities.

Exploration and Expansion Activities

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The initial exploration conducted at Olaroz indicated the salar contained a very significant brine volume that would support multiple stages of development. The Stage 1 development of 17,500 mtpa lithium carbonate was based on drilling conducted to a depth of 200 meters, supported by interpretation of the Olaroz basin from gravity and electrical geophysics. The geophysical data indicated the salar occupies a deep basin, which has now been confirmed by drilling to have a depth greater than 1,400 meters locally.

Drilling to support Stage 2 of Olaroz has been to depths between 400 and 650 meters, depending on the location within the basin. This deeper drilling has provided further information around sedimentation during basin filling and confirmed that deposition of coarser grained higher porosity and permeability sediments has been principally from the western side of the basin. Drilling has not yet intersected the basement rocks beneath the salar, despite drilling a 1,400-meter-deep exploration hole in one of the deeper locations in the basin.

Sal de Vida

Mineral resource and reserve estimates for Sal de Vida indicated in this Annual Report are based on the TRS, dated as of August 31, 2023 (and amended as of October 30, 2023), as referenced in Exhibit 96.54 to this Annual Report (the "Sal de Vida TRS"), was prepared by employees of Montgomery & Associates Consultores Limitada ("Montgomery & Associates"), a third-party firm comprising mining experts in accordance with Subpart 1300, who prepared the estimate of lithium mineral resources and reserves, and an employee of Gunn Metallurgy, a third-party firm comprising mining experts in accordance with Subpart 1300, who prepared the processing and financial analyses, all of whom we have determined to be QPs within the meaning of Subpart 1300. Montgomery & Associates’ employees and Gunn Metallurgy’s employee who prepared the TRS are not employees of Arcadium (and were not employees of Allkem at the time the TRS was prepared). None of Montgomery & Associates, Gunn Metallurgy or their respective employees who prepared the TRS are affiliates of Arcadium or another entity that has an ownership, royalty, or other interest in Sal de Vida.

The mineral resources and reserves information ~~for~~in the Sal de Vida ~~in the aforementioned~~ TRS was presented as of June 30, 2023 (which was Allkem's fiscal year end prior to the Allkem Livent Merger). The mineral resources and reserves information as of December 31, ~~2023~~2024 presented below is based on such TRS and remains materially unchanged as of ~~December~~the ~~31,~~filing ~~2023~~of the Sal de Vida TRS. The ~~aforementioned~~relevant QPs have determined that all material assumptions and information relating to the disclosure of Sal de Vida mineral resources and reserves in the respective sections of the Sal de Vida TRS prepared by them, including material assumptions relating to all modifying factors, price estimates and technical information in the ~~aforementioned~~Sal de Vida TRS, remain current in all material respects as of December 31, ~~2023~~2024.

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Overview

76Sal de Vida is a development stage mine under construction wholly owned and operated by us. Sal de Vida (latitude 25° 24' 33.71" South, longitude 66° 54' 44.73" West) is located approximately 200 kilometers south of Olaroz in the high-altitude Puna ecoregion of the Altiplano of northwest Argentina at approximately 4,000 meters above sea level. Sal de Vida is within Salar del Hombre Muerto in the Province of Catamarca, 650 kilometers from the city of San Fernando del Valle de Catamarca via Antofagasta de la Sierra and 390 kilometers from the city of Salta via San Antonio de los Cobres. The nearest villages are Antofagasta de la Sierra in Catamarca Province, 145 kilometers south of the project site, and San Antonio de los Cobres in Salta Province, 210 kilometers north of the project site.

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~~Sal~~constructed depilot ~~Vida~~ponds isand ~~wholly~~operated ~~owned~~a bypilot ~~us.~~plant, ~~Sal~~updated derisk ~~Vida (latitude 25° 24' 33.71" South~~assessments, ~~longitude~~conducted ~~66°~~baseline ~~54' 44.73" West) is located approximately 200 kilometers south of Olaroz in the high-altitude Puna ecoregion of the Altiplano of northwest Argentina at approximately 4~~studies,~~000~~ ~~meters~~completed ~~above~~an ~~sea~~Environmental ~~level.~~Impact ~~Sal de Vida is within Salar del Hombre Muerto in the Province of Catamarca~~Report, ~~650~~estimated ~~kilometers~~and ~~from~~refined ~~the~~capital ~~city~~and ofoperating ~~San~~costs ~~Fernando del Valle de Catamarca via Antofagasta de la Sierra~~ and ~~390~~obtained ~~kilometers from~~ the ~~city~~Environmental ofImpact ~~Salta~~Assessment ~~via~~approval ~~San~~permit ~~Antonio~~to deconstruct ~~los Cobres. The nearest villages are Antofagasta de la Sierra in Catamarca Province, 145 kilometers south of the project site,~~ and ~~San~~operate ~~Antonio~~Stage ~~de los Cobres in Salta Province~~1, ~~210~~among ~~kilometers~~other ~~north of the project site~~things.

Sal de Vida was established in 2009. Lithium One Inc. ("Lithium One"), a public company listed on the TSX, completed work on the project, including ground magnetic geophysical surveys, trenching and sampling, drilling, and a preliminary economic assessment assuming production of lithium carbonate and potassium chloride. Subsequently, Galaxy gained control over Sal de Vida in 2012 following a merger with Lithium One. Since that date, Galaxy and, following the Galaxy/Orocobre Merger, Allkem have completed core drill programs, short-term and constant-rate pumping tests, mining and process studies, constructed pilot ponds and operated a pilot plant, updated risk assessments, conducted baseline studies, completed an Environmental Impact Report, estimated and refined capital and operating costs and obtained the Environmental Impact Assessment approval permit to construct and operate Stage 1, among other things.

Sal de Vida tenements are held by us and comprise 31 mining concessions over an area of 26,253 ha. As of the date of this Annual Report, all concessions are in good standing with all statutory annual payments (mining canon) and reporting obligations up to date.

77The Sal de Vida deposit is a surface brine system. The salar system in the Hombre del Muerto basin is considered to be typical of a mature salar in Argentina, containing relatively high concentrations of lithium brine due to the presence of lithium-bearing rocks and local geothermal waters associated with Andean volcanic activity. The Hombre del Muerto basin has an evaporite core (i.e., a sedimentary deposit of soluble salts resulting from the evaporation of water) that is dominated by halite. Sal de Vida’s brine chemistry has a high lithium grade and low levels of magnesium, calcium and boron impurities.

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The Sal de Vida deposit is a brine system. The salar system in the Hombre del Muerto basin is considered to be typical of a mature salar in Argentina, containing relatively high concentrations of lithium brine due to the presence of lithium-bearing rocks and local geothermal waters associated with Andean volcanic activity. The Hombre del Muerto basin has an evaporite core (i.e., a sedimentary deposit of soluble salts resulting from the evaporation of water) that is dominated by halite. Sal de Vida’s brine chemistry has a high lithium grade and low levels of magnesium, calcium and boron impurities.

Sal de Vida is located in the Puna ecoregion of the Argentina Altiplano where the climate is extremely cold and dry. Rainfall is generally restricted to the summer months of December through March. Solar radiation is high, especially during the summer months of October through March, leading to high evaporation rates. The area is windy, with wind speeds of up to 80 kilometers per hour recorded during the dry season. Sal de Vida is located in a flat plain with two major perennial streams that feed the salar from the south, the Río de los Patos and the Rio Trapiche.

As of December 31, ~~2023~~2024, the total book value of Sal de Vida and its associated plant and equipment was approximately $1,~~684~~227.70 million.

Mineral Resources and Reserves

AMineral ~~summary~~Resources of Sal de Vida’s lithium mineral resources, exclusive of reserves, and reserves as of December 31, 2023 are shown in the following tables. The amounts below represent our 100% ownership and are presented as metric tons in thousands. Estimates

~~The~~A summary of Sal de Vida’s lithium mineral resources, exclusive of reserves, ~~estimates~~and reserves as of December 31, ~~2023~~2024 are ~~summarized~~shown in the following ~~table:~~tables. The amounts below represent our 100% ownership and are presented as metric tons in thousands.

The Sal de Vida mineral resources, exclusive of reserves, estimates as of December 31, 2024 are summarized in the following table:

Mineral Resources at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE


Lithium - Brine (Lithium metal)	Amount (MT in thousands)	Concentration (mg/L)
Measured Mineral Resources	577	745
Indicated Mineral Resources	181	730
Total Measured and Indicated Mineral Resources	758	742
Inferred Mineral Resources	123	556

•Brine assets are expressed in thousand metric tons of lithium metal.

•Comparison of values may not add up due to rounding or the use of averaging method.

•Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated reasonable prospects for economic extraction.

•Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton of lithium metal).

•The estimate is reported in-situ and exclusive of mineral reserves, where the lithium mass is representative of what remains in the reservoir after the life-of-mine. To calculate mineral resources exclusive of mineral reserves, a direct correlation was assumed between proven reserves and measured resources, as well as probable reserves and indicated resources. Proven mineral reserves (from the point of reference of brine pumped to the evaporation ponds) were subtracted from measured mineral resources, and probable mineral reserves (from the point of reference of brine pumped to the evaporation ponds) were subtracted from indicated mineral resources. The average grade for measured and indicated resources exclusive of mineral reserves was estimated based on the remaining brine volume and lithium mass.

•An elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric LCE ton over the entirety of the life-of-mine of 40 years. The average lithium grade of the measured and indicated resources corresponds to 742 mg/l and represents the estimated in situ measured and indicated resource grade after mining. The ~~average measured and indicated resources concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.~~

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average measured and indicated resources concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

•The estimated economic cut-off grade for resource reporting purposes is 300 mg/l lithium, based on the following assumptions:

▪A technical grade LCE price of $20,000/metric ton.

▪An estimated recovery factor for the salar operation over the span of life-of-mine is 68%, lower than the assumed process recovery factor of 70%.

▪An average annual brine pumping rate of 506 L/s is assumed.

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▪Operating cost estimates are based on a combination of fixed brine extraction, G&A and plant costs and variable costs associated with raw brine pumping rate or lithium production rate.

Mineral Reserves Estimate

The Sal de Vida mineral reserve estimates as of December 31, 2024 are summarized in the following table:

Mineral Reserves at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE.


Lithium - Brine (Lithium metal)	Amount (MT in thousands)	Concentration (mg/L)
Proven Mineral Reserves	84	799
Probable Mineral Reserves	383	748
Total Mineral Reserves	467	757

•Brine assets are expressed in thousand metric tons of lithium metal.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton of lithium metal).

•Reserves are reported at the point of reference of brine pumped to the evaporation ponds

•An elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 40 years. The average lithium grade of the proven and probable reserves corresponds to 757 mg/l and represents the brine produced at the wellhead. Extracted grades at individual production wells and the average Proven and Probable reserve concentration are well above the 300 mg/l cut-off grade, demonstrating that extraction is economically viable.

•The estimated economic cut-off grade for reserve reporting purposes is 300 mg/l lithium, based on the following assumptions:

▪A technical grade LCE price of $20,000/metric ton.

▪An estimated recovery factor for the salar operation over the span of life-of-mine is 68%, lower than the estimated process recovery factor of 70%.

▪An average annual brine pumping rate of 506 L/s is assumed.

▪Cost estimates are based on a combination of fixed brine extraction, G&A and plant costs and variable costs associated with raw brine pumping rate or lithium production rate and capital costs.

Additional information about key assumptions and parameters relating to the lithium mineral resources and reserves at Sal de Vida is discussed in Sections 11 and 12, respectively, and key assumptions relating to the price estimates for mineral resources and reserves is discussed in Section 16, in the Sal de Vida TRS filed as Exhibit 96.54 to this Annual Report. The mineral resource and reserve estimates are subject to a number of uncertainties, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings “Competition and Industry Overview" and "Growth"), production costs and/or other factors affecting the life-of-mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters.

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For comparative purposes, mineral resources and reserves have not changed since the filing of the Company's previous Annual Report on Form 10-K, as no further studies were undertaken and concluded, and there were no exploration or production activities over the course of 2024.

Rights and Royalties

The AMC considers mining activities to be public utility. As such, Catamarca Province Law 4757 requires provincial royalties that are generally limited to 3% of the mine head value of the extracted ore, calculated as the sales price less direct cash costs related to exploitation and excluding fixed asset depreciation.

On December 20, 2021, Allkem and the Province of Catamarca executed a Royalties Commitment Deed, pursuant to which Allkem is to pay to the Province of Catamarca a maximum amount of 3.5% of the “net monthly revenue” from Sal de Vida (which is also the maximum amount payable for the entirety of Sal de Vida, inclusive of any expansion). This royalty is inclusive of the standard provincial royalty, an additional contribution of 3.2% less the mining royalty and water cannon amounts, and a 0.3% corporate sustainability contribution. The payment of the standard provincial royalty is due once commercial production at Sal de Vida commences, while the payment of the additional contribution and the corporate sustainability contribution began as of the grant of the relevant water concession in Decree No. 2867 on November 4, 2022.

The additional contribution amount is exclusively used for conducting investment projects, infrastructure works and productive development within the area where Sal de Vida is located and, specifically, within the direct (Department of Antofagasta) and indirect (Department of Belén and Santa María) zones of influence of Sal de Vida. The corporate sustainability contribution amount is exclusively used for conducting investment projects, infrastructure works and productive development within the area where Sal de Vida is located and, specifically, within the direct zone of influence.

Further, pursuant to Federal Argentine regulation Decree Nr. 1060/20, a 4.5% export duty on the FOB price is to be paid when exporting lithium products.

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Operations, Accessibility and Infrastructure

The main route to Sal de Vida is from the city of San Fernando del Valle de Catamarca via National Route 40 to Belen and Provincial Route 43 through Antofagasta de la Sierra to the Salar del Hombre Muerto. The road is paved to Antofagasta de la Sierra and continues unpaved for the last 145 kilometers to Salar del Hombre Muerto. This road is well maintained and also serves Livent’s SdHM Lithium Operations and Galan Lithium Ltd.’s Hombre Muerto Project.

The closest powerline, a 330-kilo-volt-amperes line, is located 140 kilometers north of Sal de Vida, oriented southeast–northwest, and supplies power to Chile. However, due to the distance to Sal de Vida and the estimated capital requirements for accessing this network, Sal de Vida is expected to utilize site-generated power. Water use rights may be acquired by permit, by concession and, under laws enacted in some provinces, through authorization. Water easements were granted in 2013 and expanded in 2020. Sal de Vida sources water from two operational wells located near Rio Los Patos.

The closest settlement to Sal de Vida is Ciénaga La Redonda, which is located approximately 5 kilometers by road from the site. There are also communities that claim to be indigenous and/or descendants of native peoples within the project area. The majority of the workforce comes from local villages, such as San Antonio de los Cobres and Antofalla de la Sierra, and the provincial capital city, San Fernando del Valle de Catamarca.

We consider the condition of the current facilities and equipment to be suitable and adequate for the businesses we conduct, and we maintain them regularly.

Mineral Processing

The Sal de Vida process will commence with brine extracted from wells extending to a depth of up to 300 meters into the salar. Brine will be pumped to a series of evaporation ponds, where it will be evaporated to increase the salt concentration beyond the sodium chloride saturation point. Sodium chloride will precipitate as halite solids that will collect at the bottom of the ponds.

Thereafter, the Sal de Vida process relies upon the removal of the bulk of the magnesium content by slaked lime addition to the brine with the solids separated from the brine and reporting to a discard facility, increasing the lithium concentration by evaporation, removing many different salts along the evaporation path by crystallization, polishing of the upgraded brine by removal of calcium and magnesium at an intermediate temperature and carbonate concentration, precipitation of the lithium carbonate product using high temperature and sodium carbonate additions, solid liquid separation, drying and bagging.

Exploration and Expansion Activities

Mineral exploration began in the Salar del Hombre Muerto with shallow pit campaigns to obtain data on near-surface geology, subsurface water levels, brine chemistry and physical parameters. Multiple geophysical campaigns also were completed for subsurface interpretations including gravity, vertical electric soundings and transient electromagnetic surveys. Drilling was conducted in several phases between 2009 and 2021. A total of 40 brine well, core and reverse circulation drill holes have been completed. There was no additional exploration between January 1, 2024 and December 31, 2024.

In April 2022, Allkem announced plans to increase total planned capacity to 45,000 mtpa lithium carbonate, an increase in the capacity of Stage 1 and consolidation of Stages 2 and 3 into a single expansion. The production capacity of Sal de Vida is expected to be dedicated to predominantly battery grade lithium carbonate through an evaporation and processing operation at the Salar del Hombre Muerto site. Development is planned to be delivered in two stages with Stage 1 targeting 15,000 mtpa lithium carbonate production capacity and Stage 2 targeting an additional 30,000 mtpa lithium carbonate production capacity.

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expected to be dedicated to predominantly battery grade lithium carbonate through an evaporation and processing operation at the Salar del Hombre Muerto site. Development is planned to be delivered in two stages with Stage 1 targeting 15,000 mtpa lithium carbonate production capacity and Stage 2 targeting an additional 30,000 mtpa lithium carbonate production capacity.

Cauchari

Mineral resource and reserves estimates for Cauchari in this Annual Report are based on the TRS, dated as of August 31, 2023 (and amended as of October 30, 2023), as referenced in Exhibit 96.65 to this Annual Report (the "Cauchari TRS"), which was prepared by Marek Dworzanowski, a self-employed Consultant Metallurgical Engineer, and Frederik Reidel, Managing Director of Atacama Water SpA, who we determined to be QPs within the meaning of Subpart 1300. Neither Marek Dworzanowski nor Frederik Reidel are employees of Arcadium (and were not employees of Allkem at the time the TRS was prepared). is not an affiliate of Arcadium or another entity that has an ownership, royalty, or other interest in Cauchari. None of Marek Dworzanowski, Atacama Water SpA or Frederik Reidel are affiliates of Arcadium or another entity that has an ownership, royalty, or other interest in Cauchari.

The mineral resources and reserves information for Cauchari in the ~~aforementioned~~Cauchari TRS was prepared and presented as of June 30, 2023 (which was Allkem's fiscal year end prior to the Allkem Livent Merger). The mineral resources and reserves information as of December 31, ~~2023~~2024 presented below is based on such TRS and remains unchanged as of December 31, ~~2023~~2024. The ~~aforementioned~~relevant QPs have determined that all material assumptions and information relating to the disclosure of Cauchari mineral resources and reserves in the respective sections of the Cauchari TRS prepared by them, including material assumptions relating to all modifying factors, price estimates and technical information in the ~~aforementioned~~Cauchari TRS, remain current in all material respects as of December 31, ~~2023~~2024.

~~Overview~~ 76

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~~Cauchari~~Overview (latitude 23° 29’ 13.19” South, longitude 66° 42’ 34.30” West), which is located immediately south of, and has similar brine characteristics to, Olaroz, is wholly owned by us. Cauchari is located in the Puna region, 230 kilometers west of the city of San Salvador de Jujuy in Jujuy Province of northern Argentina and is at an altitude of 3,900 meters above sea level. The Cauchari tenements cover 28,906 ha and consist of 22 mining concessions. Cauchari was acquired by Orocobre in 2020 following the completion of a statutory plan of arrangement with AAL, and then Cauchari was acquired by Allkem in 2021 pursuant to the Galaxy/Orocobre Merger.

Cauchari (latitude 23° 29’ 13.19” South, longitude 66° 42’ 34.30” West), which is located immediately south of, and has similar brine characteristics to, Olaroz, is is a development stage mine in the pre-feasibility phase wholly owned and operated by us. Cauchari is located in the Puna region, 230 kilometers west of the city of San Salvador de Jujuy in Jujuy Province of northern Argentina and is at an altitude of 3,900 meters above sea level. The Cauchari tenements cover 28,906 ha and consist of 22 mining concessions. Cauchari was acquired by Orocobre in 2020 following the completion of a statutory plan of arrangement with AAL, and then Cauchari was acquired by Allkem in 2021 pursuant to the Galaxy/Orocobre Merger.

The physiography of Cauchari on the Puna Plateau is characterized by north-south trending basins and ranges with canyons cutting through the Western and Eastern Cordilleras. There are numerous volcanic centers in the Puna. Dry salars occur within many of the closed basins which have internal (endorheic) drainage. Inflow to these salars is in the form of summer rainfall, surface water runoff and groundwater inflows and discharge is through evaporation.

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~~relative~~Based ~~coarse~~on ~~grained~~the ~~alluvial~~drilling ~~sediments~~campaigns ~~and~~carried ~~fluvial~~out ~~sediments~~in ~~(i.e.,~~the ~~fine~~salar tobetween ~~coarse-grained~~2011 ~~sedimentary~~and ~~rocks~~2018, ~~such~~six asmajor ~~sandstone~~geological orunits ~~conglomerate,~~were ~~produced~~identified byand ~~stream~~correlated orfrom ~~river action). These fans demark~~ the ~~perimeter~~logging of ~~the~~drill ~~actual~~cuttings ~~salar~~and ~~visible~~undisturbed incore ~~satellite~~to ~~images~~a ~~and~~general at depth ~~extend towards the center~~ of ~~the~~over ~~salar where they form the distal facies with an increase in sand and silt. At depth between 300 meters and~~ 600 meters,. aNo ~~deep~~borehole ~~sand unit~~ has ~~been~~reached ~~intercepted in several core holes in the southeast sector of Cauchari~~bedrock.

Salar de Cauchari is a mixed style salar, with a halite nucleus in the center of the salar overlain with up to 50 meters of fine grained (clay) sediments. The halite core is interbedded with clayey to silty and sandy layers. The salar is surrounded by relative coarse grained alluvial sediments and fluvial sediments (i.e., fine to coarse-grained sedimentary rocks, such as sandstone or conglomerate, produced by stream or river action). These fans demark the perimeter of the actual salar visible in satellite images and at depth extend towards the center of the salar where they form the distal facies with an increase in sand and silt. At depth between 300 meters and 600 meters, a deep sand unit has been intercepted in several core holes in the southeast sector of Cauchari.

Cauchari is located in Salar de Cauchari, which is in the high-altitude Puna ecoregion of the Altiplano of northwest Argentina, where extensive lithium brine resources are present. The climate is cold and dry and rainfall is generally restricted to the summer months of December through March. Solar radiation is high, especially during the summer months of October through March, leading to high evaporation rates. The area is windy, with wind speeds of up to 80 kilometers per hour recorded during the dry season.

As of December 31, ~~2023~~2024, the total book value of Cauchari and its associated plant and equipment was approximately $37226.60 million.

Mineral Resources and Reserves

AMineral ~~summary~~Resources of Cauchari’s lithium mineral resources, exclusive of reserves, and reserves as of December 31, 2023, are shown in the following tables. The amounts represent our 100% ownership and are presented as metric tons in thousands. Estimate

~~The~~A summary of Cauchari’s lithium mineral resources, exclusive of reserves, ~~estimates~~and reserves as of December 31, ~~2023~~2024, are ~~summarized~~shown in the following ~~table:~~tables. The amounts represent our 100% ownership and are presented as metric tons in thousands.

The Cauchari mineral resources, exclusive of reserves, estimates as of December 31, 2024 are summarized in the following table:

Mineral Resources at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE


Lithium - Brine (Lithium metal)	Amount (MT in thousands)	Concentration (mg/L)
Measured Mineral Resources	302	581
Indicated Mineral Resources	321	494
Total Measured and Indicated Mineral Resources	623	519
Inferred Mineral Resources	285	473

•Brine assets are expressed in thousand metric tons of lithium metal.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated reasonable prospects for economic extraction.

•Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton of lithium metal).

•An elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 30 years. The average lithium grade of the measured and indicated mineral resources corresponds to 519 mg/l and represents the flux-weighted composite brine collected as brine is routed to the evaporation ponds. Extracted grades at individual production wells and the average measured and indicated resource ~~concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.~~

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concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

•The estimated economic cut-off grade estimated for resource reporting purposes is 300 mg/l lithium, based on the following assumptions:

▪A technical grade LCE price of $20,000/metric ton.

▪An estimated recovery factor for the salar operation over the span of life-of-mine is 66%, lower than the estimated process recovery factor of 67%.

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▪An average annual brine pumping rate of 480 L/s is assumed.

▪Cost estimates are based on a combination of fixed brine extraction, G&A and plant costs and variable costs associated with raw brine pumping rate or lithium production rate and capital costs.

Mineral Reserves Estimate

The Cauchari mineral reserve estimates as of December 31, 2024 are summarized in the following table:

Mineral Reserves at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $20,000 per MT LCE


Lithium - Brine (Lithium metal)	Total Lithium (MT in thousands)	Li Average Concentration (mg/L)
Proven Mineral Reserves	43	571
Probable Mineral Reserves	169	485
Total Mineral Reserves	212	501

•Brine assets are expressed in thousand metric tons of lithium metal.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Lithium metal is converted to lithium carbonate with a conversion factor of 5.323 (i.e., 5.323 metric tons of LCE per 1 metric ton of lithium metal).

•Reserves are reported at the point of reference of brine pumped to the evaporation ponds

•An elevated lithium cut-off grade of 300 mg/l was estimated based on a projected price of $20,000 per metric ton LCE over the entirety of the life-of-mine of 30 years. The average lithium grade of the proven and probable reserves corresponds to 501 mg/l and represents the flux-weighted composite brine collected as brine is routed to the evaporation ponds. Extracted grades at individual production wells and the average proven and probable reserves concentration are well above the 300 mg/l cut-off grade, demonstrating that there are reasonable prospects for economic extraction.

•The estimated economic cut-off grade estimated for reserve reporting purposes is 300 mg/l lithium, based on the following assumptions:

▪A technical grade LCE price of $20,000/metric ton.

▪An estimated recovery factor for the salar operation over the span of life-of-mine is 66%, lower than the estimated process recovery factor of 67%.

▪An average annual brine pumping rate of 480 L/s is assumed.

▪Cost estimates are based on a combination of fixed brine extraction, G&A and plant costs and variable costs associated with raw brine pumping rate or lithium production rate and capital costs.

~~Additional~~For ~~information~~comparative ~~about~~purposes, ~~key assumptions and parameters relating to the lithium~~ mineral resources and reserves athave ~~Cauchari~~not ischanged ~~discussed~~since inthe ~~Sections~~filing 11of ~~and 12, respectively, and key assumptions relating to~~ the ~~price~~Company's ~~estimates~~previous ~~for~~Annual ~~mineral~~Report ~~resources~~on ~~and~~Form ~~reserves is discussed in Section 16~~10-K, ~~in the Cauchari TRS filed~~ as ~~Exhibit~~no ~~96.6~~further tostudies ~~this~~were ~~Annual~~undertaken ~~Report. The mineral resource~~ and ~~reserve estimates are subject to a number of uncertainties~~concluded, ~~including~~and ~~future~~there ~~changes~~were inno ~~product~~exploration ~~prices~~ or ~~the market trends underlying price estimates (including those described under Item 1 of this Annual Report under the headings “Competition and Industry Overview" and "Growth"),~~ production ~~costs~~activities ~~and/or~~over ~~other factors affecting~~ the ~~life~~course of ~~mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters~~2024.

Additional information about key assumptions and parameters relating to the lithium mineral resources and reserves at Cauchari is discussed in Sections 11 and 12, respectively, and key assumptions relating to the price estimates for mineral resources and reserves is discussed in Section 16, in the Cauchari TRS filed as Exhibit 96.5 to this Annual Report. The mineral resource and reserve estimates are subject to a number of uncertainties, including future changes in product prices or the market trends underlying price estimates (including those described under Item 1 of this Annual Report under the headings “Competition and

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Industry Overview" and "Growth"), production costs and/or other factors affecting the life of mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters.

Rights and Royalties

The Cauchari mining concessions are now held as applications for exploitation permits. As of the date of this Annual Report, all exploitation permits are pending, and are expected to replace the cateos (exploration permits) previously held by SAS. Provided that the title holder fulfills the legal requirements, the exploitation permits are expected to be granted. The surface rights are independently owned from the mining rights by the communities of Catua, Termas de Tuzgle de Puesto Sey and/or Los Manantiales de Pastos Chicos.

According to the AMC, the ownership of the minerals which form part of a mine belong to the government of the province where the mine is located. Mining royalties in Cauchari will ultimately be due to the province in consideration for exploitation rights granted to the owner of the mine as concession for the exploitation. The mining royalties are specifically set forth and regulated by the Jujuy Tax Code. Cauchari is subject to the Provincial Mining royalty, which is limited to 3% of the mine head value of the extracted ore, calculated as the sales price less direct cash costs related to exploitation and excluding fixed asset depreciation. Section 345 of the Jujuy Tax Code provides that mining royalties shall be calculated based on sworn statements that shall be filed by the company on a monthly basis, within 15 calendar days after the previous liquidated month period. Section 346 of the Jujuy Tax Code provides that the relevant tax authority has the right to review the sworn statements and to request payment of any difference in favor of the province.

Further, pursuant to Federal Argentine regulation Decree Nr. 1060/20, a 4.5% export duty on the FOB price is to be paid when exporting lithium products.

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Operations, Accessibility and Infrastructure

Once fully operational, Cauchari will be a lithium brine evaporation and processing operation. The operation will include extensive infrastructure and facilities that are being supported by the neighboring Olaroz site. The Cauchari general facilities include wellfields, evaporation ponds, liming plants, ~~freshwater~~water production wells, a reverse osmosis plant, a gas fueled power generation plant, boilers for steam generation, a lithium processing plant, soda ash storage, lithium carbonate bagging and other storage areas for reagents and supplies, a laboratory, warehouses, refueling and equipment workshops, offices and control facilities, camp, dining rooms and sports and recreation facilities, a gate house, a weighbridge, and transport control and security facility. We consider the condition of our infrastructure to be suitable for the current activity in the asset..

Cauchari is reached by paved and unpaved roads from either Salta or Jujuy. The distance between San Salvador de Jujuy, the capital city of Jujuy Province, and Cauchari is approximately 230 kilometers and takes about 4 hours by car. The access from Jujuy is via Hwy RN 9 for approximately 60 kilometers to the town of Purmamarca, from there, via Hwy RN 52 for a further 150 kilometers, passing the village of Susques to RP 70 along the west side of Cauchari, approximately 70 kilometers east of the international border with Chile at Paso Jama. Cauchari is accessed directly from RP 70. Cauchari also sits just to the south of paved Hwy RN 52 that connects with the international border with Chile 80 kilometers to the west and the major mining center of Calama and the ports of Antofagasta and Mejillones in northern Chile, which are both major ports for the export of mineral commodities and import of mining equipment.

Industrial water will be obtained from alluvial production wells installed specifically for Cauchari and located up to 62.1 kilometers to the south-southeast of the plant. Electrical power required for Cauchari is under study and several alternatives are under consideration, such as electrical generators fed by natural gas through a gas pipeline tapping into the Atacama Gas Pipeline. A stand-by diesel generator station will also be considered, which can power selected equipment during outages. In general, all of the distribution is aerial unless there are major restrictions, in which case, underground distribution will be adopted.

Cauchari will be managed similarly to Olaroz with a drive-in/drive-out basis, with personnel coming from the regional centers, primarily San Salvador de Jujuy. Surrounding the project, there are a number of local villages within 100 kilometers of the Cauchari/Olaroz salars. The villages include Olaroz Chico, El Toro, Catua and Sey. The regional administrative center of Susques (population of approximately 2,000 people) is a one-hour drive northeast of Cauchari.

Mineral Processing

Cauchari will include the design and installation of production wells, evaporation ponds and a processing plant to obtain 25,000 mtpa of battery grade lithium carbonate. As a general overview of the process, the brine that feeds the lithium carbonate plant is obtained from two brine production wellfields. The northwest wellfield will be operated for the first 9 years of the project and then brine production will switch to the southeast wellfield during year 9 and onwards.

Thereafter, the Cauchari process relies upon the removal of the bulk of the magnesium content by slaked lime addition to the brine with the solids removed from the brine and reporting to a discard facility, increasing the lithium concentration by evaporation, removing many different salts along the evaporation path by crystallization, polishing of the upgraded brine by removal of calcium and magnesium at an intermediate temperature and carbonate concentration, precipitation of the lithium carbonate product using high temperature and sodium carbonate additions, product filtration, drying and bagging.

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Exploration and Expansion Activities

Based on the drilling campaigns carried out in the salar between 2011 and 2018, six major geological units were identified and correlated from the logging of drill cuttings and undisturbed core to a general depth of over 600 meters. No borehole has reached bedrock. The first program in 2011 by SAS (Phase I) covered the southeast sector of Cauchari and the second and third campaigns by AAL (Phase II and III) covered both the northwest and southeast sector of Cauchari. We are currently assessing options to conduct further drilling at Cauchari.

~~James~~Whabouchi ~~Bay~~Mine

Mineral resource and ~~reserves~~reserve estimates for ~~James~~the ~~Bay~~Whabouchi Mine indicated in this Annual Report are based on the TRS, dated as of ~~August~~September 318, 2023 (and amended as of ~~October~~November 3014, 2023), as referenced in Exhibit 96.72 to this Annual Report (the "Whabouchi Mine TRS"), which was prepared by employees of ~~SLR~~BBA ~~Consulting (Canada) Ltd~~Inc. ~~(“SLR Canada”)~~, aDRA ~~third-party~~Americas ~~firm comprising mining experts in accordance with Subpart 1300~~Inc., ~~employees~~SGS ofGeological ~~Wave International Pty Ltd. (“Wave International”)~~Services, aand ~~third-party~~Carl ~~firm~~Pednault ~~comprising~~and ~~mining~~Marc ~~experts~~Rougier infrom ~~accordance with Subpart 1300, employees of~~ WSP Canada Inc. ~~(“WSP Canada”)~~, ~~a third-party firm comprising mining experts in accordance with Subpart 1300,~~ all of whom we have determined to be QPs within the meaning of Subpart 1300. ~~SLR~~The ~~Canada’s,~~QPs ~~Wave International’s and WSP Canada’s employees~~ who prepared the TRS are ~~not~~neither employees of Arcadium ~~(and~~Lithium ~~were~~nor ~~not~~are ~~employees~~such ofQPs ~~Allkem~~or atBBA ~~the time the TRS was prepared)~~Inc., ~~None~~DRA ofAmericas ~~SLR Canada~~Inc., ~~Wave~~SGS ~~International~~Geological Services or WSP Canada orInc. ~~their respective employees who prepared the TRS are~~ affiliates of Arcadium Lithium or another entity that has an ownership, royalty, or other interest in ~~James~~the ~~Bay~~Whabouchi Mine. Financial amounts and assumptions in the TRS and in this Annual Report are generally stated in Canadian dollars (C$) and, where applicable, have been converted into U.S. dollars at an assumed exchange rate of C$1.3 to U.S.$1.00.

The mineral resources and reserves information for ~~James~~Whabouchi ~~Bay~~Mine in the ~~aforementioned~~Whabouchi Mine TRS was prepared and presented as of ~~June~~December 3031, ~~2023 (which was Allkem's fiscal year end prior to the Allkem Livent Merger)~~2022. The mineral resources and reserves information as of December 31, ~~2023~~2024 presented below is based on such TRS and remains unchanged. The relevant QPs have determined that the material assumptions and information relating to the disclosure of Whabouchi Mine mineral resources and reserves in the respective sections of the Whabouchi Mine TRS prepared by them, including material assumptions relating to all modifying factors, long-term price estimates and technical information in the Whabouchi Mine TRS, remain current in all material respects as of December 31, ~~2023~~2024.

Overview

The Whabouchi Mine is a development stage property located in the James Bay area in the Province of Québec (latitude 51° 40’ 46.62” North, longitude 75° 51’ 12.07” West), UTM NAD83 Zone 18N 441000 m E; 5725750 m N, approximately 30 kilometers east of the Cree Nation of Nemaska and 300 kilometers north-northwest of the town of Chibougamau, as indicated in the map below.

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The Whabouchi Mine is owned and operated by NLI, in which we own a 50% economic interest (through Arcadium Lithium's 100% equity ownership of Québec Lithium Partners (UK) Limited, which in turn owns 50% of the equity interest in NLI). The remaining 50% economic interest in NLI is owned indirectly by the government of the Province of Québec, Canada, through Investissement Québec ("IQ"). It is accessible by the Route du Nord, the main all-season gravel road linking Chibougamau and Nemaska, through Matagami by the Route Billy-Diamond Highway and by air through the Nemiscau airport.

As of December 31, 2024, the total book value of the Whabouchi Mine property and its associated plant and equipment was approximately $888.1 million. We consolidate NLI on a one-quarter lag basis. IQ has a 50% non-controlling interest in NLI.

Mineral Resources and Reserves

Mineral Resources Estimate

The following table provides a summary of Arcadium Lithium’s attributable portion, based on its 50% economic ownership interest in the Whabouchi Mine, of the estimated mineral resources at the Whabouchi Mine, exclusive of reserves, as of December 31, 2024. The below mineral resource amounts are rounded and shown in thousands of MT of ore resources and the average grade of the resource (measured as a percentage thereof) comprised of lithium oxide (Li₂O). A summary of the material technical information and assumptions supporting mineral resources are included below the table, and set forth in further detail in the TRS, referenced in Exhibit 96.2 to this Annual Report, which reflects mineral resources and reserves as of December 31, 2022 and remains current in all material respects.

Mineral Resources at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $1,264 per MT of 5.5% Li2O.


Category	Amount (MT in thousands)	Grade (Li2O%)
Measured Mineral Resources	—	N/A
Indicated Mineral Resources	3,900	1.61%
Total Measured and Indicated Mineral Resources	3,900	1.61%
Inferred Mineral Resources	4,100	1.31%

Notes:

•The above table represents Livent’s attributable portion (50%) of the property’s total mineral resources.

•The reference point for the mineral resources is in-situ and undiluted.

•Density is applied by rock type and the proportion of waste inside each block. A density of 2.76 t/m3 was used for mineralized pegmatites.

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•The lithium resources were estimated based on: drillhole database validations; validation of the selection of drillholes and channels for Mineral Resource estimation; 3D modelling of spodumene-bearing pegmatite wireframes, based on lithology and lithium content (% Li₂O); geostatistical analysis for data conditioning: density assignment, capping, compositing and variography; block modelling and grade estimation; resource classification and grade interpolation validations; grade and tonnage sensitivities to spodumene concentrate selling prices.

•Reasonable prospects for economic recovery assume:

•A spodumene concentrate (at an average concentrate grade of 5.5% Li₂O) selling price of C$1,264/MT.

•A metallurgical recovery of 85%.

For the Open Pit Mineral Resources:

•The cut-off grade used to report open pit mineral resources is 0.30% Li₂O.

•Pit optimization parameters are described as follows:

•Total ore-based costs of approximately C$58.00/MT.

For the Underground Mineral Resources:

•The cut-off grade used to report underground mineral resources is 0.60% Li₂O.

•Underground optimization parameters assume total costs (including total ore-based and milling costs) of approximately C$100.00/MT.

Mineral Reserves Estimate

The following table provides a summary of Arcadium Lithium’s attributable portion, based on its 50% economic ownership interest in the Whabouchi Mine, of the estimated mineral reserves at the Whabouchi Mine as of December 31, 2024. The below mineral reserves amounts are rounded and shown in thousands of MT of ore reserves and the average grade of the reserves (measured as a percentage thereof) comprised of lithium oxide (Li₂O). A summary of the material technical information and assumptions supporting mineral reserves are included below the table, and set forth in further detail in the TRS referenced in Exhibit 96.2 to this Annual Report.

Mineral Reserves at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $1,264 per MT of 5.5% Li2O.


Category	Amount (MT in thousands)	Grade (Li2O%)
Proven Mineral Reserves	5,200	1.40%
Probable Mineral Reserves	13,800	1.28%
Total Proven and Probable Mineral Reserves	19,000	1.31%

Notes:

•The above table represents Arcadium Lithium's attributable portion (50%) of the property's total mineral reserves.

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•The reported mineral reserves include 5.2 million MT and 8.0 million MT of open pit proven and probable reserves, respectively. All underground reserves have been classified as probable.

•Assumes a spodumene concentrate (at an average concentrate grade of 5.5% Li₂O) selling price of C$1,264/MT.

For the Open Pit Mineral Reserves:

•The cut-off grade used to report open pit mineral reserves is 0.40% Li₂O.

•Pit optimization parameters are described as follows:

•An assumed metallurgical recovery of 85%.

•Estimated variable mining costs of C$2.25/MT for overburden and C$3.46/MT for rock, variable processing and tailings management costs of C$11.00/MT milled, transportation costs of C$159.00/MT of concentrate and estimated aggregate fixed costs C$46.7 million/year.

•The stripping ratio for the open pit is 2.8 to 1.

For the Underground Mineral Reserves:

•A variable cut-off grade between 0.5% Li₂O to 0.72% Li₂O was used to report underground mineral reserves, depending on the anticipated mining method used in a particular location.

•Underground optimization parameters are described as follows:

•An assumed mining recovery of 90%, based on estimated mining dilution and ore losses.

•A minimum true mining width of 4 meters was used.

Mineral Concession Rights, Certain Third-Party Rights and Claims

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The ~~aforementioned~~Whabouchi ~~QPs~~Mine’s ~~have~~35 ~~determined~~map-designated ~~that~~claims ~~all~~have ~~material~~expiry ~~assumptions~~dates ~~and~~ranging ~~information~~from ~~relating~~November to2, ~~the~~2025 ~~disclosure~~to ofJanuary ~~James~~24, ~~Bay~~2026, ~~mineral~~but ~~resources~~are ~~and~~renewable ~~reserves in the respective sections of the James Bay TRS prepared~~ by ~~them,~~NLI ~~including~~subject ~~material assumptions relating~~ to ~~all~~declaring ~~modifying~~proof ~~factors,~~of ~~price~~exploration ~~estimates~~ and ~~technical~~paying ~~information~~renewal ~~in the aforementioned TRS, remain current in all material respects as of December 31, 2023~~rights.

~~Overview~~There are no royalty obligations on any of the claims of the Whabouchi Mine.

~~James~~Certain ~~Bay~~of ~~(latitude~~NLI’s ~~52°~~mining ~~13’~~titles ~~58.03”~~are ~~North,~~in ~~longitude~~areas ~~77°~~in 3’which 56native communities have exclusive rights to hunt and fish.~~40”~~ ~~West)~~These isclaims ~~wholly~~fall ~~owned~~under the Chinuchi Agreement executed in 2014 by usand ~~through~~among ~~two~~NLI ~~Canadian~~and ~~wholly~~certain ~~owned~~Cree ~~subsidiaries~~entities. ~~James~~The ~~Bay~~Chinuchi isAgreement ~~located~~will be in ~~northwestern~~effect ~~Québec~~throughout the life of the Whabouchi Mine and contains provisions related to environmental involvement, ~~382~~training, ~~kilometers~~employment ~~north~~and ofbusiness opportunities for the ~~community~~Crees during construction, operation and closure of ~~Matagami~~the Whabouchi Mine. ~~James~~Should ~~Bay~~NLI isseek ~~approximately~~to ~~130~~develop ~~kilometers~~or ~~east~~mine ofin ~~James~~the ~~Bay~~areas ~~and~~covered by the ~~Cree~~Chinuchi ~~Nation~~Agreement, the Chinuchi Agreement establishes a procedure for the parties to facilitate such plans, including filing a notice of ~~Eastmain~~intent ~~community~~and preparing an environmental and social impact statement, among other steps.

Operations, Accessibility and Infrastructure

The Whabouchi Mine includes the Whabouchi concentrator, which was originally designed in 2014 and initially erected in 2016 and is located 675 meters northeast of the open pit mine. The concentrator design has been updated to produce an average of 220,846 MT per year for years 1-4, 227,021 MT per year for years 5-24 and finally 238,841 MT per for years 25-34 of spodumene concentrate at 5.5% Li₂O. The average spodumene concentrate production over the life of the mine averages 229,797 MT per year. In determining such production figures, DRA Americas Inc. estimated plant availability to lie between 75% to 91.5%, noting that reductions in plant capacity would lead to a reduction in MT of concentrate produced by the plant. The nearest infrastructure with general services is the Relais Routier Nemiscau Camp, located 12 kilometers west of the Whabouchi Mine, where NLI has access to lodging facilities, if needs exceed the capacity of the camp installed on the property. The community of Nemaska, located 30 kilometers west of the property, can also provide accommodation and general services. The area is serviced by the Nemiscau airport, serviced by regular scheduled and charter flights, and by mobile phone network from the main Canadian service providers. Hydro-Québec owns several infrastructure facilities in the area including two electrical stations, located approximately 20 kilometers east and 12 kilometers west from the property. Electrical (735 kV) transmission lines connecting both stations run alongside the Route du Nord and cross the property near its center. Also, a 69 kV power line connecting one of the electrical stations to the mine site has been put in service and is supplying power to the Whabouchi Mine’s facilities. The Whabouchi Mine is currently expected to enter production in 2026. As of December 31, 2024, the total expected capital expenditure with respect to the Whabouchi Mine was approximately C$473.2 million (U.S.$359.4 million) for initial capital costs and C$198.4 million ($150.7 million) for sustaining costs over the 34-year life of the mine.

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InMineral ~~February 2011,~~Processing Galaxy signed a joint venture agreement with Lithium One for the exploration and eventual development of James Bay. In May 2011, under the terms of that agreement, Galaxy acquired an initial 20% equity interest and had the potential to increase its stake to 70% through the completion of a definitive feasibility study within a 24-month period. On July 4, 2012, Galaxy completed a merger with Lithium One, effectively acquiring 100% of James Bay. On August 25, 2021, Galaxy merged with Orocobre. Under the Galaxy/Orocobre Merger, Allkem acquired 100% of James Bay.

Mineral processing will occur in the Whabouchi concentrator described herein to produce a spodumene concentrate. The spodumene concentrate is expected to be shipped and treated at a new lithium hydroxide conversion plant to be located in Bécancour. Mineralized material is expected to be fed into the jaw crusher by wheel loader and then screened to feed a coarse and fine ore sorter, as well as a fines by-pass. The ore sorters will reject coarse waste rock and the sorted material will combine with the fine material and get further crushed in two additional stages of crushing. The final crushed product will be sent to the concentrator feed hopper or fine ore stockpile to act as a buffer between the crushing area and concentrator. Within the concentrator, the crushed material will first be screened, and the coarse material will undergo treatment to remove coarse muscovite and separation to produce a coarse spodumene product, a middling product, and a tailings/waste stream. The coarse spodumene product will be dried and separated from remaining waste materials. The middling product will be further ground and combined with the previously screened fine ore. The fine ore will then be treated to, among other things, remove remaining waste materials and produce a fine spodumene concentrate. The fine spodumene concentrate will be thickened and filtered and combined with the coarse spodumene concentrate before being loaded into containers for shipment. Following the concentrator, the spodumene concentrate will be transported in containers by road trucks (400 km from Whabouchi) to a transshipment that is expected to be constructed in Matagami. It is expected that the concentrate containers will be transloaded onto railcars in Matagami, for transport (900 km by rail from Matagami) to the Bécancour conversion facility, which is in the construction stage, for further processing into lithium hydroxide.

Exploration and Expansion Activities

There are currently no new exploration activities being undertaken at the Whabouchi Mine, but NLI is assessing options to conduct further exploration on the property. NLI is also in the process of constructing a conversion facility designed to convert spodumene concentrate to lithium hydroxide in Bécancour, Québec. While the Bécancour conversion facility itself falls outside the scope of the TRS, it is contemplated as the principal delivery point for the Whabouchi Mine’s entire production of spodumene concentrate. The determination of the required capital expenditures, environmental and other permits, infrastructure development (including an anticipated rail link from the locale of the property to Bécancour), and construction and operational design plans for the conversion facility and other downstream facilities remain subject to the completion of a feasibility study and the approval of NLI’s shareholders, Arcadium Lithium and IQ. Arcadium Lithium currently provides, and expects to continue to provide, certain technical advisory support, marketing and sales, and other related services to NLI pursuant to contractual arrangements that are in place (and which Arcadium Lithium believes were negotiated on an arm’s length basis) or under negotiation.

Galaxy (f/k/a James Bay)

Mineral resource and reserves estimates for Galaxy in this Annual Report are based on the TRS, dated as of August 31, 2023 (and amended as of October 30, 2023), as referenced in Exhibit 96.6 to this Annual Report (the "Galaxy TRS"), which was prepared by employees of SLR Consulting (Canada) Ltd. (“SLR Canada”), a third-party firm comprising mining experts in accordance with Subpart 1300, employees of Wave International Pty Ltd. (“Wave International”), a third-party firm comprising mining experts in accordance with Subpart 1300, employees of WSP Canada Inc. (“WSP Canada”), a third-party firm comprising mining experts in accordance with Subpart 1300, all of whom we determined to be QPs within the meaning of Subpart 1300. SLR Canada’s, Wave International’s and WSP Canada’s employees who prepared the TRS are not employees of Arcadium (and were not employees of Allkem at the time the TRS was prepared). None of SLR Canada, Wave International or WSP Canada or their respective employees who prepared the TRS are affiliates of Arcadium or another entity that has an ownership, royalty, or other interest in Galaxy.

The mineral resources and reserves information for Galaxy in the Galaxy TRS was prepared and presented as of June 30, 2023 (which was Allkem's fiscal year end prior to the Allkem Livent Merger). The mineral resources and reserves information as of December 31, 2024 presented below is based on the Galaxy TRS and remains materially unchanged as of December 31, 2024. The relevant QPs have determined that all material assumptions and information relating to the disclosure of Galaxy mineral resources and reserves in the respective sections of the Galaxy TRS prepared by them, including material assumptions relating to all modifying factors and technical information in the Galaxy TRS, remain current in all material respects as of December 31, 2024. Although prices for spodumene concentrate have declined, and costs have experienced some inflation, the use of elevated cut-off grades mean that, in the opinion of the Company, the 2023 estimates remain current.

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Overview

Galaxy (latitude 52° 13’ 58.03” North, longitude 77° 3’ 56.40” West) is a development stage mine wholly owned and operated by us through two Canadian wholly owned subsidiaries. Galaxy is located in northwestern Québec, 382 kilometers north of the community of Matagami. Galaxy is approximately 130 kilometers east of James Bay and the Cree Nation of Eastmain community.

In February 2011, Galaxy Lithium signed a joint venture agreement with Lithium One for the exploration and eventual development of the Galaxy project. In May 2011, under the terms of that agreement, Galaxy Lithium acquired an initial 20% equity interest and had the potential to increase its stake to 70% through the completion of a definitive feasibility study within a 24-month period. On July 4, 2012, Galaxy Lithium completed a merger with Lithium One, effectively acquiring 100% of the Galaxy project. On August 25, 2021, Galaxy Lithium merged with Orocobre. Under the Galaxy/Orocobre Merger, Allkem acquired 100% of Galaxy.

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Spodumene is the dominant lithium-bearing mineral found on the project and is a relatively rare pyroxene (a crystalline mineral) that is composed of lithia (8.03% Li2O), aluminum oxide (27.40% Al2O3) and silica (64.58% SiO2). It is found in lithium-rich granitic pegmatites, commonly associated with quartz, k-feldspar, albite, muscovite with minor lepidolite, tourmaline and beryl.

The climate at ~~James~~Galaxy ~~Bay~~ is classified as Continental Subarctic. ~~James~~Galaxy ~~Bay~~ is characterized as having long cold winters and short warm summers. The winter season can begin as early as October and extend through April. Temperatures in winter range from 5°C to below -45°C, with significant snow cover. Temperatures range from approximately 15°C to 35°C during the summer months, with moderate rainfall and thunderstorms during exceptionally hot weather conditions. During dry summer period, forest fires are common in the region.

As of December 31, ~~2023~~2024, the total book value of ~~James~~Galaxy ~~Bay~~ and its associated plant and equipment was approximately $~~499~~1,103.06 million.

Mineral Resources and Reserves

AMineral ~~summary~~Resources of James Bay lithium mineral resources, exclusive of reserves, and reserves as of December 31, 2023, are shown in the following tables. The amounts represent our 100% ownership and are presented as metric tons in thousands. Estimate

A summary of Galaxy lithium mineral resources, exclusive of reserves, and reserves as of December 31, 2024, are shown in the following tables. The amounts represent our 100% ownership and are presented as metric tons in thousands.

The Galaxy mineral resources, exclusive of reserves, estimates as of December 31, 2024 are summarized in the following table:

Mineral Resources at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $1,500 per MT of 6.0% Li2O


Lithium - Hard Rock (Ore)	Amount (MT in thousands)	Grade (Li2O%)
Measured Mineral Resources	—	—%
Indicated Mineral Resources	18,100	1.12%
Total Measured and Indicated Mineral Resources	18,100	1.12%
Inferred Mineral Resources	55,900	1.29%

•Hard rock assets are expressed in thousand metric tons of ore.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Mineral resources are reported exclusive of mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated reasonable prospects for economic extraction.

•Mineral resources have been reported as in-situ.

•Mineral resources are reported using a raised cut-off grade of 0.5% Li2O due to metallurgical considerations. The estimated break-even cut-off grade is 0.17% Li2O.

•Mineral resources are estimated using a long-term spodumene concentrate (6.0% Li2O) price of $1,500/t and a C$/US$ exchange rate of 1.3.

•Mineral resources were constrained using a Whittle pit optimization shell using the following set of assumptions for mineral resource reporting:

▪Processing costs of C$13.23/t of ore.

▪G&A costs of C$13.86/t of ore.

▪Closure, Sustaining CAPEX, and IBA payments of C$6.83/t of ore.

▪Mining costs of C$4.82/t of ore.

▪Metallurgical recovery of 70.1%.

▪Transport costs of $86.16/t of spodumene concentrate.

▪NSR royalty of 0.32%.

▪Average pit slope angle of 47.5 degrees.

~~The~~Mineral ~~James Bay mineral reserve estimates as of December 31, 2023 are summarized in the following table:~~ Reserves

~~Lithium~~The -Galaxy ~~Hard~~mineral ~~Rock(Ore)~~reserve ~~Amount(MT~~estimates as of December 31, 2024 are summarized in ~~thousands)~~the ~~Grade(Li2O%)~~following table:

86Mineral Resources at the End of the Fiscal Year Ended December 31, 2024 Assuming Pricing $1,500 per MT of 6.0% Li2O

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Proven Mineral Reserves	—	—%
Probable Mineral Reserves	37,296	1.27%
Total Mineral Reserves	37,296	1.27%

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Lithium - Hard Rock (Ore)	Amount (MT in thousands)	Grade (Li2O%)
Proven Mineral Reserves	—	—%
Probable Mineral Reserves	37,296	1.27%
Total Mineral Reserves	37,296	1.27%

•Hard rock assets are expressed in thousand metric tons of ore.

•Comparison of values may not add up due to rounding or the use of averaging methods.

•Mineral reserves are reported using a cut-off grade of 0.62% Li2O and include 8.7% dilution at an average grade of 0.42% Li2O. The average life-of-mine strip ratio is 3.56:1.

•Mineral reserves are estimated in-situ.

•Mineral reserves are estimated using a long-term spodumene concentrate (6.0% Li2O) price of $1,500/t and a C$/US$ exchange rate of 1.3 over the entirety of the life-of-mine of 19 years.

•Bulk density of ore is variable, outlined in the geological block model, and averages 2.7 t/m3.

•Mineral reserves were constrained within the pit design using the following set of assumptions:

▪Processing costs of C$18.13/t of ore.

▪G&A, Royalties, IBA, Owner’s cost, Closure, and Sustaining costs of C$38.17/t of ore.

▪Mining costs of C$5.70/t of ore.

▪Metallurgical recovery of 68.9%.

▪Transport and Insurance costs of $105.8/t of spodumene concentrate.

▪Average pit slope angle of 47.5 degrees.

~~Additional~~For ~~information~~comparative ~~about~~purposes, ~~key assumptions and parameters relating to the lithium~~ mineral resources and reserves athave ~~James~~not ~~Bay~~changed issince ~~discussed~~the infiling ~~Sections~~of ~~11 and 12, respectively, and key assumptions relating to~~ the ~~price~~Company's ~~estimates~~previous ~~for~~Annual ~~mineral~~Report ~~resources~~on ~~and~~Form ~~reserves is discussed in Section 16~~10-K, ~~in the James Bay TRS filed~~ as ~~Exhibit~~no ~~96.7~~further tostudies ~~this~~were ~~Annual~~fully ~~Report. The mineral resource~~ and ~~reserve~~comprehensively ~~estimates are subject to a number of uncertainties~~concluded, ~~including~~and ~~future~~there ~~changes~~were inno ~~product~~exploration ~~prices~~ or ~~the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings “Competition and Industry Overview" and "Growth"),~~ production ~~costs~~activities ~~and/or~~over ~~other factors affecting~~ the ~~life~~course of ~~mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters~~2024.

Additional information about key assumptions and parameters relating to the lithium mineral resources and reserves at Galaxy is discussed in Sections 11 and 12, respectively, and key assumptions relating to the price estimates for mineral resources and reserves is discussed in Section 16, in the Galaxy (James Bay) TRS filed as Exhibit 96.6 to this Annual Report. The mineral resource and reserve estimates are subject to a number of uncertainties, including future changes in product prices or the market trends underlying price estimates (including those described in Item 1 of this Annual Report under the headings “Competition and Industry Overview" and "Growth"), production costs and/or other factors affecting the life of mine plan, differences in size and grade and recovery rates from those expected and changes in project parameters.

Rights and Royalties

~~James~~Galaxy ~~Bay~~ comprises two contiguous packages of mining titles, covering an area of approximately 11,130 ha. ~~All~~The ~~claims~~mining ~~are~~titles ~~classified~~comprise asof ~~“map~~one ~~designed~~(1) mining lease (BM1061) and 222 map-designated claims”, also known as “CDC”-type claims under the government of Québec's ~~Mining~~mining ~~Act,~~title ~~and~~classification ~~provide~~system. The ~~the~~boundaries ~~holder~~of the ~~exclusive~~CDS-type ~~right~~claims tohave ~~explore~~not ~~for~~been ~~mineral~~legally ~~substances~~surveyed; onhowever, the ~~land subject to the claims. The~~ boundaries of the ~~claims~~mining lease have ~~not~~ been legally surveyed. All claims at ~~James~~Galaxy ~~Bay~~ are in good standing as of the date of this Annual Report. We have obtained all necessary permits and certifications from government agencies to allow for exploration at ~~James Bay~~Galaxy.

Two net smelter return (“NSR”) royalties remain on ~~James~~Galaxy ~~Bay~~ affecting various parts of the project. Ridgeline Royalties Inc. owns a 0.5% NSR royalty covering 11 claims (totaling an area of approximately 93 ha) forming part of ~~James~~Galaxy ~~Bay~~ pursuant to an agreement dated May 14, 2009. The royalty is not subject to any buy back right.

LRC owns a 1.5% NSR royalty covering 23 claims (totaling an area of approximately 1,195 ha) forming part of ~~James~~Galaxy ~~Bay~~ pursuant to an agreement dated June 9, 2009. We have the right to buy back one-third of the royalty (equaling 0.5%) at any time for an amount of CAD $500,000. The royalty is calculated on the net amount received by the operator of the project after deduction of certain costs and charges, which are customary for this type of royalty. The royalty must be paid, at the latest, 45 days after the end of each quarter. An annual report relating to the calculation and payment of the royalty as of December 31 of each year must be delivered to LRC on or before March 31 following the end of such calendar year. LRC has a maximum period of three months following the delivery of such annual report to contest the calculation of the royalty.

~~James~~Galaxy ~~Bay~~ is subject to the JBNQA, which governs a range of matters between the Government of Québec and the Cree Nations of Québec. On March 18, 2019, a Preliminary Development Agreement (“"PDA”") was entered into between the Cree Nation of Eastmain, the Grand Council of the Cree Nations and the Cree Nations Government and Galaxy. Subsequent to this, an Impact Benefit Agreement (“IBA”), also known as the Kapisikama Agreement was signed between Allkem and the Grand Council of the Crees (Eeyou Istchee) on December 13, 2023, which will govern the relationship between Arcadium Lithium (and his subsidiaries) and the Cree Nation and provide for training, employment, business opportunities and financial benefits on a long-term basis.

James Bay is also subject to a federal and provincial environmental assessment. The Provincial assessment must be consistent with the JBNQA. In January 2023, the federal Minister for the Environment and Climate Change issued federal authorization for James Bay. In December 2023, Allkem received the provincial authorization by the Government of Québec following completion of the environmental and social impact assessment and review process by the COMEX. We are currently in the process of requesting the near term construction permits that are required prior to commencing construction at James Bay. 90

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Benefit Agreement ("IBA"), also known as the Kapisikama Agreement was signed between Allkem and the Grand Council of the Crees (Eeyou Istchee) on December 13, 2023, which will govern the relationship between Arcadium Lithium (and his subsidiaries) and the Cree Nation and provide for training, employment, business opportunities and financial benefits on a long-term basis.

Galaxy is also subject to a federal and provincial environmental assessment. The Provincial assessment must be consistent with the JBNQA. In January 2023, the federal Minister for the Environment and Climate Change issued federal authorization for Galaxy. In December 2023, Allkem received the provincial authorization by the Government of Québec following completion of the environmental and social impact assessment and review process by the COMEX. Required authorization and permitting for 2024 activities were obtained in the ordinary course. Additional authorizations and permits were also obtained in 2024. We are working to obtain all authorizations and permits ahead of schedule in order to be ready when the project resumes.

Operations, Accessibility and Infrastructure

The ~~James~~Galaxy ~~Bay~~ process consists of the following key areas: three stage crushing circuit where crushing is carried out to reduce the particle size of the Run of Mine (i.e., the unprocessed mined material) and allow increased separation efficiency downstream using dense media separation (DMS) which utilizes the density differences between the various minerals in the feed to separate the gangue from the material of value. The DMS processing plant also includes fines and course tailings dewatering, and storage before being sent out for co-disposal with mining waste rock onto dedicated waste rock and tailings storage facilities on-site. Spodumene concentrate dewatering, storage & handling as well as reagent storage and preparation are also undertaken in the DMS building.

The property is located 10 kilometers south of the Eastmain River and 130 kilometers east of the Eastmain community. The Eastmain Road links the property to the Eastmain village on the coast of James Bay. ~~James~~Galaxy ~~Bay~~ is readily accessible year-round by the paved Billy-Diamond Highway that connects Matagami to the village of Radisson. The property is approximately a four-hour drive north of Matagami, Québec, located adjacent to the Relais Routier km 381 Truck Stop operated by the Société de Développement de la Baie-James (“SDBJ”).

The Relais Routier km 381 Truck Stop provides services including lodging and food, fuel, electricity, telephone services and a helipad. It is owned and operated by the SDBJ, a state-run corporation owned by the Government of Québec. It is located less than one kilometer from ~~James Bay~~Galaxy.

The town of Matagami is an established community, located 381 kilometers south of the Relais Routier km 381 Truck Stop. The community is able to provide additional services and support to industrial projects in the James Bay territory, including the mining sector. In addition, a transshipment zone owned by the Town of Matagami is intended to be used for transportation of goods and spodumene concentrate. The Billy-Diamond highway passes adjacent to the ~~James~~Galaxy ~~Bay~~ property, providing an all-weather, year-long access to the site. The road is managed and maintained by the SDBJ.

A 450 kilovolt direct current electrical transmission line passes 1 kilometer to the east of the deposit, which provides direct power from Radisson to New England, USA. Electrical power is not available for public use from this line; however, Allkem finished construction of a new powerline in April 2023 that links the 69 kilovolt line located 8 kilometers to the south of the property to the proposed location of the processing plant. Connection work remains to be completed ~~once permits are obtained~~.

We consider the condition of our facilities, infrastructure and equipment to be suitable and adequate for the business we conduct, and maintain it regularly.

Mineral Processing

The pegmatite deposit will be mined by conventional open pit methods. All material will require drilling and blasting and will be removed using mining excavators and haul trucks. The preliminary pit design extends approximately two kilometers northwest/southeast along the strike of the pegmatite mineralization and has an average width of 500 meters. The design is divided into three pits with depths of 160 meters, 170 meters and 260 meters. Mining is scheduled to achieve low waste stripping in the initial years with a gradual increase later in the mine life. The average strip ratio for the life-of-mine plan is 3.56:1.

The process design basis is based on an annual throughput of 2 million metric tons of ore to produce a final product grade of 6.0% Li2O, with operational flexibility to increase concentrate recoveries while reducing grade to 5.6% Li2O. The selected process is similar to that currently utilized at Mt Cattlin, which incorporates a similar flowsheet based on crushing, screening and DMS stages. Processing involves a conventional three-stage crushing circuit, followed by a DMS plant. Similar to Mt Cattlin, crystal sizes are coarse and, therefore, grinding and flotation methods are not necessary, contributing to lower operating costs.

Detailed engineering is currently ~~underway~~well ~~alongside~~advanced ~~procurement~~(approximately ~~activities~~94% ~~including~~complete). ~~ordering~~In ofregards ~~key~~with ~~long~~procurement, ~~lead~~most ~~items~~of ~~and~~the ~~equipment~~mining ~~packages~~and ~~(temporary~~process ~~camps,~~plant ~~primary~~equipment ~~sub-station,~~have ~~process~~been ~~equipment,~~delivered ~~etc.).~~and ~~Hydro-Québec~~are ~~completed~~now ~~the~~stored ~~installation~~in ofmultiple ~~the~~storage ~~powerline~~yards ~~(weather-related~~in ~~critical~~the ~~work)~~Abitibi toarea. Site ~~connect~~pre-construction ~~hydro~~activities ~~power~~started toin ~~the~~2024 ~~site.~~with Weinstallation ~~are~~of ~~also~~permanent ~~progressing~~camp, ~~the~~construction ~~recruitment~~camp, ofelectrical ~~key~~sub-station, ~~operational~~and ~~personnel~~site ~~for~~access ~~the project~~road.

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Exploration and Expansion Activities

Although the ~~James~~Galaxy ~~Bay~~ lithium deposit was discovered in the 1960s, no systematic exploration was conducted on the property until Lithium One started exploring the property after entering into an option agreement in March 2008 with five parties, including SDBJ. Since then, Galaxy Lithium commenced infill drilling at ~~James~~Galaxy ~~Bay~~project in early March 2017, which was completed in mid-August 2017, with the objective of delineating the various pegmatite dikes and to find potential resource extensions. Step-out holes were drilled to explore the down-dip extension of known pegmatites and drilling commenced on previously mapped, but unexplored, pegmatites. Galaxy Lithium mapped and drilled additional pegmatite bodies located on the east side of the Billy-Diamond Highway, expanding the footprint of the known mineralization. In addition to the resource definition program in the summer of 2017, additional drilling was conducted between late November 2017 and the end of February 2018 to provide samples for metallurgical and geotechnical studies and to test under proposed infrastructure locations. Between mid-January and early April 2022, a sterilization drilling campaign was conducted under proposed infrastructure locations. In addition, a small resource delineation campaign was designed to define the northern extents of mineralization. Further, a significant resource delineation drilling program was conducted between early December 2022 and mid-April 2023. ~~Allkem~~and ~~started~~results awere 40incorporated into the 2023 Mineral Resource (Galaxy TRS dated as of August 31, 2023). A 41,000m resource conversion drilling program inwas completed between November 2023 and April 2024, aimed at upgrading portions of the Inferred Mineral Resource to Indicated Category, and to test additional targets on the property. In addition, a 11,400m reverse circulation drilling campaign was completed in November 2023 in the proposed starter pit to de-risk the initial 2-3 years of production. The results have been incorporated into geological modelling as part of an ongoing Mineral Resource update. The Company notes that the drill results from after April 2023 do not invalidate the resource estimate, but appear to have achieved the goal of delineation of Inferred Resources at similar tonnages and grades.

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~~Indicated~~Mt Category, and to test additional targets on the property. Following the planned review of the results of this drilling program in mid-2024, we will consider various options and alternatives with respect to any further exploration activities or development activities. Cattlin

~~Internal~~In ~~Controls~~2024, the Company determined that the Mt. Cattlin operations were not considered material to its business and financial condition. Mineral resource and reserve estimates for Mt Cattlin indicated in this Annual Report are as of December 31, 2024.

The ~~development of our~~ mineral resources and reserves ~~estimates,~~information ~~including~~for ~~related~~Mt ~~assumptions,~~Cattlin ~~were~~was prepared byand ~~the~~presented ~~QPs.~~as Inof ~~addition~~December 31, 2024. For the ~~modeling~~fiscal ~~and~~year ~~analysis~~ended of2023 mineral ~~resources~~reserves ~~and~~information ~~reserves~~for onMt. ~~properties~~Cattlin ~~that~~was ~~were~~reported ~~owned~~as byof ~~Allkem~~June ~~(and~~30, in2023 which wewas ~~did~~Allkem's ~~not~~fiscal ~~have~~year anend ~~economic interest~~ prior to the Allkem Livent Merger). ~~was~~The ~~developed~~mineral byresources ~~Allkem’s~~and ~~site~~reserves ~~personnel~~information ~~and~~as ~~reviewed~~of byDecember ~~several~~31, ~~levels~~2024 ofis ~~Allkem’s~~presented ~~internal management~~above, asexcept ~~well~~that; asi) the ~~QPs~~amount of reserves has been adjusted for ~~each~~depletion ~~site. We~~by ~~also~~mining ~~reviewed~~for the ~~mineral~~period ~~resources~~from July 1, 2023 through December 31, 2024, and ii) the reserves ~~and~~from ~~engaged~~open ~~third~~pit mining of Stage 4-~~party~~2 ~~consultants~~have ~~and~~been ~~independent~~removed ~~laboratories~~pending tothe ~~generally~~outcomes ~~review~~of a feasibility study considering the ~~data~~alternate underground mining of Stage 4-2.

~~When~~Overview determining resources and reserves, as well as the differences between resources and reserves, QPs 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 management agree on the reasonableness of the criteria for the purposes of estimating resources and reserves used by the QPs. Calculations using these criteria are reviewed and validated by the QPs.

Mt. Cattlin mateial individ overview 01.jpg

~~Estimations~~Mt ~~and~~Cattlin ~~assumptions~~is ~~were~~a ~~developed~~hard ~~independently~~rock, ~~for~~open ~~each~~pit ~~material~~mine ~~mineral~~(latitude ~~property.~~33° ~~All~~33’ ~~estimates~~47” ~~require~~South, alongitude ~~combination~~120° of2’ ~~historical~~4” ~~data~~East) wholly owned and ~~key~~operated ~~assumptions~~by ~~and~~Galaxy ~~parameters.~~Lithium ~~When~~Pty ~~possible~~Ltd, ~~resources~~our ~~and~~wholly ~~data~~owned ~~from~~subsidiary ~~public~~("Galaxy ~~information~~Ltd."). Mt Cattlin is located two kilometers north of the town of Ravensthorpe and ~~generally~~450 ~~accepted~~kilometers ~~industry~~southwest ~~sources,~~of ~~such~~Perth asin ~~governmental~~Western ~~resource~~Australia. ~~agencies,~~There ~~were~~is ~~used~~established access to ~~develop~~the ~~these~~site ~~estimations~~via major road networks, as discussed further below.

WeInitial ~~have~~construction ~~developed~~of ~~quality control and quality assurance ("QC/QA") procedures at~~ the ~~SdHM~~Mt ~~property,~~Cattlin ~~which~~facility ~~were~~and ~~reviewed~~site byinfrastructure ~~the~~began ~~QPs~~in toNovember 2009 ~~ensure~~with ~~the~~mining ~~process~~activities ~~for developing mineral resource~~ and ~~reserve~~subsequent ~~estimates~~concentrate were sufficiently accurate. QC/QA procedures include independent checks on samples by third party laboratories, duplicate sampling, among others. In addition, the QPs reviewed the consistency of historical production ascommencing ~~part~~in ~~of their analysis of the QC/QA procedures~~June 2010. ~~See~~ ~~details~~Due ofto ~~the~~market ~~controls~~conditions, in the ~~TRSs~~operation aswas ~~referenced~~suspended inand ~~Exhibits~~put ~~to this Annual Report.~~

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into care and maintenance during 2013 and resumed mining and processing operations in 2016. Mt Cattlin has since been in continuous production. Due to prevailing market conditions, Arcadium Lithium decided to transition the Mt Cattlin operation into care and maintenance at the completion of mining and processing of ore from Stage 3 in the first half of 2025.

Mineralization

Title, Leases and Options

Mining Lease M74/244, granted as of December 24, 2009 (the "Mt Cattlin Mining Lease"), and General-Purpose Lease 74/013, which was granted May 26, 2023, govern all of our current mineral extraction, production, mining and processing facilities at Mt Cattlin. The Mt Cattlin Mining Lease covers 1,830 hectares and was granted on December 24, 2009 valid to December 24, 2030. The General-Purpose Lease covers 63.47 hectares. The leases are wholly owned by us, and we also hold the underlying freehold title of the land subject to the current mining operations. We also maintain a number of exploration and prospecting licenses contiguous with M74/244. The foregoing description of the Mt Cattlin Mining Lease does not purport to be complete and is qualified in its entirety by reference to the Mt Cattlin Mining Lease, a copy of which is being filed as Exhibit 10.13 to this Annual Report.

Operations

Infrastructure and Mineral Processing

Exploration and Expansion Activities

We have acquired several other tenements in the Ravensthorpe area and have an active exploration program that includes surface geology mapping, rock chip and soil sampling, remote sensing and airborne and ground geophysics. Tenements to the east of Ravensthorpe comprising the West Kundip and McMahon Projects contain manganese and copper/gold targets. To the north of Mt Cattlin, rock chip sampling of outcropping pegmatites returned highly anomalous tantalum values and elevated lithium values at the Enduro Prospect. Further evaluation and drilling returned the best intercept of 2 meters at 1.45% Li2O. Projects to the west and south of Mt Cattlin, which have been explored for pegmatite-hosted lithium and tantalum mineralization, include the Bakers Hill, Floater and Sirdar projects. Programs of mainly surface sampling and geological mapping have been carried out over these tenements in addition to airborne geophysics.

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ITEM 3. LEGAL PROCEEDINGS

See Note 2 "Principal Accounting Policies and Related Financial Information" - Environmental obligations, Note 913 "Environmental Obligations" and Note 1622 "Commitments and Contingencies" in the notes to our consolidated financial statements included in this Form 10-K, the content of which are incorporated by reference to this Item 3.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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ITEM 4A. INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of ~~Livent~~Arcadium ~~Corporation~~Lithium, the offices they currently hold, their business experience and their ages as of December 31, ~~2023~~2024, are as follows:

Name

Age on12/31/~~2023~~2024

Office, year of election and otherinformation

Paul W. Graves

5253

President, Chief Executive Officer and Director (May 2018-Present); Executive Vice President and Chief Financial Officer, FMC (12-18); Managing Director, Goldman Sachs Group (06-12)

Gilberto Antoniazzi

5758

Vice President and Chief Financial Officer (May 2018-Present); Chief Financial Officer, FMC's Agricultural Solutions business segment (13-18); Chief Financial Officer, FMC's Latin America Region (04-13)

Sara Ponessa

5253

Vice President, General Counsel and Secretary (May 2018-Present); Senior Business Counsel, FMC's Lithium business segment (14-18); Business Counsel, FMC's Alkali Chemicals division (12-14); Vice President and Risk Management and Compliance Section Manager, Wilmington Trust Company (06-12)

All officers are elected to hold office for one year or until their successors are elected and qualified. No family relationships exist among any of the above-listed officers, and there are no arrangements or understandings between any of the above-listed officers and any other person pursuant to which they serve as an officer. The above-listed officers have not been involved in any legal proceedings during the past ten years of a nature for which the SEC requires disclosure that are material to an evaluation of the ability or integrity of any such officer.

The Table below provides certain highlights of the diversity characteristics of the executive officers:


Executive Officer Diversity (1)
Gender	Male	Female
Number of executive officers based on gender identity	2	1
Number of executive officers who identify in any of the categories below:



Hispanic or Latinx	1	1

White	1	—

National Origin:
United Kingdom	1	—
Brazil	1	—
U.S. (Puerto Rico)	—	1

________________________________

1.The Company has no executive officers who identify in any of the following categories: (i) African American or Black, (ii) Alaskan Native or American Indian, (iii) Asian, (iv) Native Hawaiian or Pacific Islander, (v) two or more races or ethnicities. The Company has no executive officers based on gender identity of the following categories: (i) Non-Binary and (ii) Gender Undisclosed; nor do any of the Company's executive officers identify as LGBTQ+.

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PART II

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

Arcadium ordinary shares are traded on the New York Stock Exchange (Symbol: ALTM). As of February 2625, ~~2024~~2025, we had 2,~~232~~015 holders of record of our ordinary shares. As of ~~January~~February 520, ~~2024~~2025, we had approximately ~~168~~119,~~295~~730 beneficial holders of our ordinary shares.

Our Board of Directors ~~and the prior Board of Directors of Livent (our predecessor)~~ have not declared any quarterly dividends as of December 31, ~~2023~~2024 and our Board of Directors does not expect to declare or pay any dividends in the foreseeable future. Any future payment of dividends will depend on our financial condition, results of operations, conditions in the financial markets and such other factors as are deemed relevant by our Board of Directors.

~~Stockholder~~Shareholder Return Performance Presentation

The graph that follows shall not be deemed to be incorporated by reference into any filing made by ~~Livent~~Arcadium ~~(predecessor)~~Lithium under the Securities Act or the Exchange Act.

The following ~~Stockholder~~Shareholder Performance Graph compares the cumulative total return on ~~Livent~~Arcadium Lithium’s ~~common~~ordinary ~~stock~~shares with the S&P 500 Index and the S&P 500 Chemicals Index for the period from December 31, ~~2018~~2019 through December 31, ~~2023~~2024. The comparison assumes $100 was invested on December 31, ~~2018~~2019, in ~~Livent~~Arcadium Lithium’s ~~common~~ordinary ~~stock~~shares and in both of the indices, and the reinvestment of all dividends. On January 4, 2024, in connection with the completion of the Allkem Livent Merger, each share of Livent common stock was converted into 2.406 ordinary shares of Arcadium Lithium. As the accounting acquirer, the graph uses legacy Livent’s share performance prior to completion of the Allkem Livent Merger, adjusted for the conversion ratio.

~~Repurchases~~Unregistered Sales of ~~Common~~Equity ~~Shares~~Securities

AThere ~~summary~~were ofno ~~our~~unregistered ~~repurchases~~sales of ~~Livent's~~equity ~~common~~securities ~~stock~~in ~~for the three months ended December 31, 2023 is as follows:~~ 2024.

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2)
October 1 through October 31, 2023	409.4	$	15.83	$	—	$	—
November 1 through November 30, 2023	509.8	$	13.67	—		—
December 1 through December 31, 2023	577.6	$	16.69	—		—
Total Q4 2023	1,496.8	$	15.43	$	—	$	—

Repurchase of Ordinary Shares

~~1.The~~There ~~trustee~~were ofno ~~the~~repurchases ~~Livent~~of ~~NQSP~~Arcadium's ~~deferred~~ordinary ~~compensation plan reacquired Livent common stock~~ shares ~~from~~for ~~time to time through open-market purchases relating to investments by employees in our Livent common stock, one of~~ the ~~investment~~three ~~options~~months ~~available~~ended ~~under~~December ~~the Livent NQSP. Such shares are held in a trust fund and recorded to Treasury stock in our consolidated balance sheets. On January 4~~31, 2024,. inWe ~~connection~~have ~~with~~no ~~the~~publicly ~~completion~~announced ~~of the Allkem Livent merger, each~~ share ofrepurchase ~~Livent common stock was converted into 2~~programs.~~406 ordinary shares of Arcadium Lithium.~~

2.We have no publicly announced repurchase programs.

ITEM 6. [RESERVED]

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

You should read the following discussion and analysis in conjunction with our financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Form 10-K.

OVERVIEW

We are a pure-play, fully integrated lithium company, with a long, proven history of producing performance lithium compounds. Our primary products, namely battery-grade lithium hydroxide, lithium carbonate, butyllithium and high purity lithium metal are critical inputs used in various performance applications. Our strategy is focused on supplying high performance lithium compounds to the rapidly growing EV and broader energy storage battery markets, while continuing to maintain our position as a leading global producer of butyllithium and high purity lithium metal. With extensive global capabilities, approximately 80 years of continuous production experience, applications and technical expertise and deep customer relationships, we believe we are well positioned to capitalize on the accelerating trend of electrification.

We produce lithium compounds for use in applications that have specific and constantly changing performance requirements, including battery-grade lithium hydroxide for use in high performance lithium-ion batteries. We believe the demand for our compounds will continue to grow as the electrification of transportation accelerates, and as the use of high nickel content cathode materials increases in batteries. We also supply butyllithium, which is used in the production of polymers and pharmaceutical products, as well as a range of specialty lithium compounds including high purity lithium metal, which is used in the production of lightweight materials for aerospace applications and non-rechargeable batteries. It is in these applications that we have established a differentiated position in the market through our ability to consistently produce and deliver performance lithium compounds.

Pending Rio Tinto Transaction

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