6-K
Standard Lithium Ltd. (SLI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A‑16 OR 15D‑16 OF THE SECURITIES EXCHANGE ACT OF 1934
| For the month of November, 2024 |
|---|
| Commission File Number 001‑40569 |
| Standard Lithium Ltd. |
| --- |
| (Translation of registrant’s name into English) |
| Suite 1625, 1075 W Georgia Street<br><br>Vancouver, British Columbia, Canada V6E 3C9 |
| --- |
| (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F:
| Form 20‑F | ☐ | Form 40‑F | ☒ |
|---|
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibits 99.1 and 99.2 to this Form 6-K of Standard Lithium Ltd. (the “Company”) are hereby incorporated by reference as exhibits to the Registration Statements on Form F-10 (File No. 333-273462) and Form S-8 (File No. 333-262400) of the Company, as amended or supplemented.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Standard Lithium Ltd. | ||||
|---|---|---|---|---|
| (Registrant) | ||||
| Date: | November 12, 2024 | By: | /s/ Salah Gamoudi | |
| Name: | Salah Gamoudi | |||
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Condensed Consolidated Interim Financial Statements
(Expressed in US dollars - unaudited)
Three months ended September 30,
2024
and 2023
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Financial Position
As at September 30, 2024 and June 30, 2024
(Expressed in thousands of US dollars - unaudited)
| September 30, 2024 | June 30, 2024 | July 1, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Currency remeasurement: Note 2 | Currency remeasurement: Note 2 | ||||||||
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash | $ | 28,906 | $ | 38,667 | $ | 44,975 | |||
| Restricted cash | 345 | 345 | — | ||||||
| Receivables | 101 | 303 | 353 | ||||||
| Prepaid expenses | 943 | 1,354 | 1,489 | ||||||
| Receivables - unconsolidated affiliates (Note 9) | 1,677 | 848 | — | ||||||
| 31,972 | 41,517 | 46,817 | |||||||
| Non-current assets | |||||||||
| Reclamation deposit | 63 | 63 | 63 | ||||||
| Exploration and evaluation assets (Note 6) | 46,023 | 45,970 | 75,410 | ||||||
| Intangible assets | 980 | 985 | 1,080 | ||||||
| Right of use asset | 599 | 712 | 930 | ||||||
| Property, plant and equipment | 1,344 | 1,514 | 2,087 | ||||||
| Investment in Aqualung (Note 5) | 2,521 | 2,500 | 2,500 | ||||||
| Investment in joint ventures (Note 4) | 146,442 | 146,865 | — | ||||||
| Financial asset - FID (Note 12) | 48,575 | 47,086 | — | ||||||
| Advances and deposits | 79 | 79 | 2,013 | ||||||
| 246,626 | 245,774 | 84,083 | |||||||
| TOTAL ASSETS | $ | 278,598 | $ | 287,291 | $ | 130,900 | |||
| LIABILITIES | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | $ | 2,988 | $ | 8,217 | $ | 9,610 | |||
| Accounts payable - unconsolidated affiliates (Note 9) | 4,000 | 4,000 | — | ||||||
| Lease liability - short-term | 327 | 381 | 386 | ||||||
| 7,315 | 12,598 | 9,996 | |||||||
| Non-current liabilities | |||||||||
| Lease liabilities - long-term | 273 | 342 | 558 | ||||||
| Deferred income tax liabilities | 25,652 | 25,870 | — | ||||||
| Decommissioning provision | 100 | 100 | 100 | ||||||
| 26,025 | 26,312 | 658 | |||||||
| TOTAL LIABILITIES | 33,340 | 38,910 | 10,654 | ||||||
| SHAREHOLDERS’ EQUITY | |||||||||
| Share capital (Note 8) | 228,086 | 227,292 | 211,626 | ||||||
| Reserves (Note 8) | 35,675 | 34,781 | 27,338 | ||||||
| Accumulated deficit | (13,167 | ) | (8,338 | ) | (114,139 | ) | |||
| Accumulated other comprehensive loss | (5,336 | ) | (5,354 | ) | (4,579 | ) | |||
| TOTAL SHAREHOLDERS’ EQUITY | 245,258 | 248,381 | 120,246 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 278,598 | $ | 287,291 | $ | 130,900 |
Approved by the Board of Directors and authorized for issue on November 12, 2024.
| "Robert Cross" | "Claudia D’Orazio" |
|---|---|
| Director | Director |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Comprehensive Loss
For the three months ended September 30, 2024 and 2023
(Expressed in thousands of US dollars, except share and per share amounts - unaudited)
| Three months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Currency remeasurement: Note 2 | ||||||
| Expenses | ||||||
| General and administrative | $ | 2,811 | $ | 3,097 | ||
| Demonstration Plant operations (Note 7) | 1,039 | 2,538 | ||||
| Management and directors’ fees (Note 9) | 595 | 442 | ||||
| Share-based compensation (Note 8) | 894 | 2,043 | ||||
| Separation benefits (Note 9) | 748 | — | ||||
| Foreign exchange loss (gain) | 86 | (450 | ) | |||
| Loss from operations | 6,173 | 7,670 | ||||
| Interest and other income | 75 | 431 | ||||
| Fair value gain on financial asset - FID (Note 10) | 1,489 | — | ||||
| Investment loss from joint ventures (Note 4) | (423 | ) | — | |||
| Interest expense | (15 | ) | (18 | ) | ||
| Net loss before income taxes | (5,047 | ) | (7,257 | ) | ||
| Deferred income tax benefit | (218 | ) | — | |||
| Net loss | (4,829 | ) | (7,257 | ) | ||
| Other comprehensive loss | ||||||
| Item that may be reclassified subsequently to income or loss: | ||||||
| Currency translation differences of foreign operations | 18 | 740 | ||||
| Total comprehensive loss | $ | (4,811 | ) | $ | (6,517 | ) |
| Weighted average number of common shares outstanding – basic and diluted | 184,205,111 | 172,785,164 | ||||
| Basic and diluted loss per share | $ | (0.03 | ) | $ | (0.04 | ) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended September 30, 2024 and 2023
(Expressed in thousands of US dollars, except share amounts - unaudited)
| Number of<br>shares | Share<br>capital | Reserves | Accumulated deficit | Accumulated other comprehensive loss | Total<br>equity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, June 30, 2023 (Currency remeasurement: Note 2) | 172,752,197 | $ | 211,626 | $ | 27,338 | $ | (114,139 | ) | $ | (4,579 | ) | $ | 120,246 | ||||
| Share-based compensation | — | — | 2,043 | — | — | 2,043 | |||||||||||
| Share issuance costs | — | (9 | ) | — | — | — | (9 | ) | |||||||||
| Stock options exercised | 100,000 | 196 | (93 | ) | — | — | 103 | ||||||||||
| Net loss | — | — | — | (7,257 | ) | — | (7,257 | ) | |||||||||
| Currency translation differences for foreign operations | — | — | — | — | (740 | ) | (740 | ) | |||||||||
| Balance, September 30, 2023 (Currency remeasurement: Note 2) | 172,852,197 | $ | 211,813 | $ | 29,288 | $ | (121,396 | ) | $ | (5,319 | ) | $ | 114,386 | ||||
| Balance, June 30, 2024 (Currency remeasurement: Note 2) | 183,915,256 | $ | 227,292 | $ | 34,781 | $ | (8,338 | ) | $ | (5,354 | ) | $ | 248,381 | ||||
| Share-based compensation | — | — | 894 | — | — | 894 | |||||||||||
| Shares issued in consideration for services | 666,667 | 800 | — | — | — | 800 | |||||||||||
| Share issuance costs | (6 | ) | — | — | — | (6 | ) | ||||||||||
| Net loss | — | — | — | (4,829 | ) | — | (4,829 | ) | |||||||||
| Currency translation differences of foreign operations | — | — | — | — | 18 | 18 | |||||||||||
| Balance, September 30, 2024 | 184,581,923 | $ | 228,086 | $ | 35,675 | $ | (13,167 | ) | $ | (5,336 | ) | $ | 245,258 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
STANDARD LITHIUM LTD.
Condensed Consolidated Interim Statements of Cash Flows
Three months ended September 30, 2024 and 2023
(Expressed in thousands of US dollars - unaudited)
| For the three months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Currency remeasurement: Note 2 | ||||||
| Operating activities | ||||||
| Net loss | $ | (4,829 | ) | $ | (7,257 | ) |
| Add items not affecting cash | ||||||
| Share-based compensation | 894 | 2,043 | ||||
| Deferred income tax benefit | (218 | ) | — | |||
| Foreign exchange | (71 | ) | (373 | ) | ||
| Investment loss from joint ventures (Note 4) | 423 | — | ||||
| Fair value gain on financial asset - FID (Note 10) | (1,489 | ) | — | |||
| Amortization | 314 | 264 | ||||
| Interest expense | 11 | 18 | ||||
| Net changes in non-cash working capital items: | ||||||
| Receivables | 202 | (5 | ) | |||
| Prepaid expenses | 411 | 752 | ||||
| Advances and deposits | — | 1,583 | ||||
| Accounts payable and accrued liabilities | (2,400 | ) | (1,834 | ) | ||
| Receivables – unconsolidated affiliates | (829 | ) | — | |||
| Net cash used in operating activities | (7,581 | ) | (4,809 | ) | ||
| Investing activities | ||||||
| Exploration and evaluation assets | (2,071 | ) | (11,687 | ) | ||
| Purchase of property, plant and equipment | (10 | ) | (700 | ) | ||
| Purchase of short-term investment | — | (81 | ) | |||
| Net cash used in investing activities | (2,081 | ) | (12,468 | ) | ||
| Financing activities | ||||||
| Exercise of options | — | 103 | ||||
| Lease payments | (143 | ) | (116 | ) | ||
| Share issuance costs | (6 | ) | (9 | ) | ||
| Net cash used in financing activities | (149 | ) | (22 | ) | ||
| Effect of exchange rates on cash | 50 | (295 | ) | |||
| Net change in cash | (9,761 | ) | (17,594 | ) | ||
| Cash, beginning of period | 38,667 | 44,975 | ||||
| Cash, end of period | $ | 28,906 | $ | 27,381 | ||
| Supplemental cash flow information (Note 12) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
1.Nature of Operations
Standard Lithium Ltd. was incorporated under the laws of the Province of British Columbia on August 14, 1998, and was continued under the Canadian Business Corporations Act on December 1, 2016. Standard Lithium Ltd. and its subsidiary entities' (collectively "Standard Lithium" or the "Company") principal operations are comprised of exploration for and development of lithium brine properties in the United States of America ("USA"). The Company also has significant investments in joint venture arrangements for the exploration and evaluation of lithium brine production facilities.
The address of the Company’s corporate office and principal place of business is Suite 1625, 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9. The Company’s common shares are listed on the TSX Venture Exchange (the "TSXV") and NYSE American LLC under the symbol "SLI" and the Frankfurt Stock Exchange under the symbol "S5L".
2.Basis of Presentation
Statement of compliance
The annual consolidated financial statements of the Company, including comparatives, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS 34").
Certain annual information, in particular the accompanying notes normally included in the condensed interim consolidated financial statements prepared in accordance with IFRS Accounting Standards, has been omitted or condensed. These condensed consolidated interim financial statements do not include all disclosures required under IFRS Accounting Standards and, accordingly, should be read in conjunction with the annual consolidated financial statements for the year ended June 30, 2024 and the notes thereto.
These condensed consolidated interim financial statements have been prepared on a going concern basis.
Basis of presentation
These condensed consolidated interim financial statements have been prepared on the historical cost basis except for financial assets classified as fair value through profit or loss, which are stated at fair value.
The condensed consolidated interim financial statements are presented in the United States dollar ("USD"), and all values are rounded to the nearest thousand except as otherwise indicated.
The functional currency of Standard Lithium Ltd. is the Canadian dollar ("CAD"). For this entity, all transactions not denominated in CAD functional currency are considered to be foreign currency transactions. Foreign currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in earnings and reporting as Foreign exchange loss (gain). Foreign currency denominated non-monetary assets and liabilities, measured at historical cost, are translated at the rate of exchange at the transaction date.
The functional currency of all subsidiaries is the USD. For these entities, all transactions not denominated in USD functional currency are considered to be foreign currency transactions. Foreign currency denominated monetary assets and liabilities are translated using the rate of exchange prevailing at the reporting date. Gains or losses on translation of these items are included in earnings and reporting as Foreign exchange loss (gain). Foreign currency denominated non-monetary assets and liabilities, measured at historical cost, are translated at the rate of exchange at the transaction date.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
Change in presentation currency
Effective July 1, 2024, the Company changed its presentation currency from CAD to USD due to its most significant assets and liabilities being denominated in USD and for consistency with peer companies in the mining industry. This change has been applied retrospectively.
As at and for the year ended June 30, 2024 and all prior periods, the Company's reporting currency was CAD as described in the Company’s 2024 annual consolidated financial statements. The currency remeasurement of our results applied the International Accounting Standards ("IAS") transitional rules.
The amounts reported in these condensed consolidated interim financial statements as at June 30, 2024 and for the three months ended September 30, 2023 have been remeasured in USD based on the closing exchange rate on June 30, 2024 and the average rate for three months ended September 30, 2023, as listed below. The accounting policy used to translate equity items prior to June 30, 2024, was to use the historical rate for each equity transaction that occurred to recreate the historical amounts. For 2024, equity items were translated quarterly using the average exchange rate for each quarter.
The exchange rates used to reflect the change in presentation currency were as follows:
| CAD - USD exchange rate | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q4 2023 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Closing rate | 0.7364 | 0.7547 | 0.7384 | 0.7310 | 0.7545 | |||||
| Average rate | 0.7455 | 0.7402 | 0.7407 | 0.7383 | 0.7466 |
Critical accounting estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and contingent liabilities as at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Information about critical judgments in applying accounting policies and assumptions and estimation uncertainties that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are disclosed in Note 2 of the Company’s 2024 annual consolidated financial statements.
3.Summary of Material Accounting Policies
The significant accounting policies as disclosed in the Company’s 2024 annual consolidated financial statements for the year ended June 30, 2024 have been applied consistently in the preparation of these condensed consolidated interim financial statements, with the exception of the change in presentation currency as discussed above.
Changes in accounting standards - New Standards issued but not yet effective
In July 2024, the International Accounting Standards Board ("IASB") issued amendments to multiple IFRS Accounting Standards, including IFRS Accounting Standard 1, 7, 9 and 10, and IAS 7 as a part of their annual improvements to IFRS Accounting Standards. The amendments are effective for annual reporting periods beginning on or after January 1, 2026 with early application permitted. The amendments are not anticipated to have an impact on the Company's condensed consolidated financial statements.
In April 2024, the IASB issued IFRS Accounting Standard 18 - Presentation and Disclosure in Financial Statements ("IFRS 18"). This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. IFRS 18 is effective for annual reporting periods beginning on or
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
after January 1, 2027. The Company is currently assessing the impact that the adoption of IFRS 18 will have on its condensed consolidated financial statements.
Other Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates will either not be relevant to the Company after their effective date or are not expected to have a significant impact on the Company’s consolidated financial statements.
4.Equity Method Investment in Joint Ventures
On May 7, 2024, the Company and Equinor TDI Holdings LLC ("Equinor"), a Delaware limited liability company, entered into a membership interest purchase and sale agreement (the "Agreement"), in which Equinor acquired interests in two wholly-owned subsidiaries, one of which holds Standard Lithium’s South West Arkansas Project ("SWA Lithium") and the other holds the Company's East Texas properties ("Texas Lithium") (collectively, the "Joint Ventures").
The Company assessed the Agreement and determined its investments in SWA Lithium and Texas Lithium are joint ventures accounted for under the equity method. The Agreement indicates joint control over each joint venture as significant decisions regarding SWA Lithium and Texas Lithium require unanimous consent from both parties and both parties are required to act together to direct relevant activities. However, the Company has retained operatorship and manages day-to-day decision making.
Changes in the Company’s investment in joint ventures for the three months ended September 30, 2024 is summarized as follows:
| SWA<br>Lithium | Texas<br>Lithium | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance, June 30, 2024 | $ | 94,919 | $ | 51,946 | $ | 146,865 | |||
| Loss from investment in joint ventures | (345 | ) | (78 | ) | (423 | ) | |||
| Balance, September 30, 2024 | $ | 94,574 | $ | 51,868 | $ | 146,442 |
Summarized financial information for the Company’s interest in the joint ventures on a 100% basis for the three months ended September 30, 2024 are:
| SWA<br>Lithium | Texas<br>Lithium | Total | ||||
|---|---|---|---|---|---|---|
| Net loss | $ | 628 | $ | 142 | $ | 770 |
| Company’s share of net loss | $ | 345 | $ | 78 | $ | 423 |
| SWA<br>Lithium | Texas<br>Lithium | Total | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Current assets | $ | 25,591 | $ | 16,000 | $ | 41,591 |
| Non-current assets | 38,072 | 34,379 | 72,451 | |||
| Total assets | 63,663 | 50,379 | 114,042 | |||
| Current liabilities | 3,323 | 1,170 | 4,493 | |||
| Total liabilities | 3,323 | 1,170 | 4,493 | |||
| Net assets | $ | 60,340 | $ | 49,209 | $ | 109,549 |
| Company’s share of joint ventures | 33,187 | 27,065 | 60,252 | |||
| Adjustments to the Company’s share of net assets(1) | 61,387 | 24,803 | 86,190 | |||
| Carrying amount of investment in joint ventures | $ | 94,574 | $ | 51,868 | $ | 146,442 |
(1) Adjustments to the Company's share of net assets include the impact of the initial fair value measurement on May 7, 2024 and the impact of Equinor solely funding $31 million and $20 million of capital contributions in SWA Lithium and
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
Texas Lithium, respectively, through September 30, 2024. As at September 30, 2024 Equinor is committed to solely fund an additional $9 million in SWA Lithium, as discussed further in the Company’s 2024 annual consolidated financial statements.
5.Investment in Aqualung
On May 5, 2022, the Company purchased 179,175 common shares of Aqualung Carbon Capture AS ("Aqualung") for $2.5 million (Norwegian Krone ("NOK") 23.3 million), representing an approximate 4.55% ownership in Aqualung. Aqualung is engaged in the development of carbon capture technology and is based in Norway with operations in the U.S.
During the fiscal year 2023, Aqualung closed a private placement in which the Company did not participate. Subsequent to the private placement, the Company’s ownership of Aqualung changed from 4.55% to 4.4%.
The Company’s investment in Aqualung was valued at $2,521 and $2,500 as of September 30, 2024 and June 30, 2024, respectively.
As at September 30, 2024, NOK amounts were converted at a rate of NOK 1.00 to USD 0.094. A 10% increase or decrease in NOK relative to the US dollar would result in a change of approximately $249 and $252, respectively, for the three months ended September 30, 2024 and September 30, 2023, in the Company’s comprehensive loss for the year to date.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
6.Exploration and Evaluation Assets
| California Property | Commercial Plant Evaluation <br>(Lanxess 1A) | Total | ||||
|---|---|---|---|---|---|---|
| Acquisition: | ||||||
| Balance, June 30, 2024 | $ | 16,199 | $ | 6,000 | $ | 22,199 |
| Option payments | 41 | — | 41 | |||
| Balance, September 30, 2024 | $ | 16,240 | $ | 6,000 | $ | 22,240 |
| Exploration and Evaluation: | ||||||
| Balance, June 30, 2024 | $ | 3,379 | $ | 20,392 | $ | 23,771 |
| Lanxess 1A evaluation costs | — | 12 | 12 | |||
| Balance, September 30, 2024 | $ | 3,379 | $ | 20,404 | $ | 23,783 |
| Balance, June 30, 2024 | $ | 19,578 | $ | 26,392 | $ | 45,970 |
| Balance, September 30, 2024 | $ | 19,619 | $ | 26,404 | $ | 46,023 |
7.Demonstration Plant
Demonstration Plant operations costs are comprised of the following:
| Three months ended September 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Personnel | $ | 776 | $ | 888 | |
| Reagents | 21 | 469 | |||
| Repairs and maintenance | 31 | 252 | |||
| Supplies | 56 | 287 | |||
| Testwork | 59 | 586 | |||
| Office trailer | 70 | 26 | |||
| Other | 26 | 30 | |||
| Total costs | $ | 1,039 | $ | 2,538 |
8.Share Capital
Authorized capital
The Company is authorized to issue an unlimited number of common voting shares without nominal or par value.
During the three months ended September 30, 2024 and 2023, the Company had the following equity transactions:
On July 23, 2024, the Company signed an agreement with an arms-length third-party advisor to settle a previously accrued fee of $800 in consideration via the issuance of 666,667 common shares at a deemed price of $1.20 per common share. The consultant was subsequently appointed as a member of executive management. Services provided prior to joining the executive management team were advisory in nature and did not include management responsibilities.
During the three months ended September 30, 2023, the Company issued a total of 100,000 common shares for the exercise of stock options. The Company received proceeds of $103 and reclassified $93 from reserve to share capital upon exercise. During the three months ended September 30, 2024, there were no such issuances.
On November 17, 2023, the Company announced the establishment of an at-the-market ("ATM") equity program allowing the Company to issue and sell, up to $50,000 of common shares from the treasury to the public. During the three months
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
ended September 30, 2024 and 2023, the Company did not issue any shares under the ATM program and as at September 30, 2024, the Company had issued $15,820 under the plan.
Warrants
As at September 30, 2023, the Company had 3,462,502 warrants outstanding with a weighted average exercise price of $1.74. On November 30, 2023, 336,877 warrants with an exercise price of $9.17 expired and on June 10, 2024 3,125,625 warrants with an exercise price of $0.94 expired. As at September 30, 2024, there are no warrants outstanding.
Options
The Company has a stock option plan in place under which it is authorized to grant options to officers, directors, consultants, management and company employees enabling them to cumulatively acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option shall not be less than the price permitted by the TSXV. The options can be granted for a maximum term of 10 years.
The weighted average fair value of options granted during the three months ended September 30, 2024 and 2023 was $0.85 and $1.92 per option, respectively. The fair value was determined using the Black-Scholes option-pricing model using the following weighted average assumptions:
| Three months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Expected stock price volatility | 88 | % | 78 | % | ||
| Risk-free interest rate | 2.86 | % | 4.37 | % | ||
| Dividend yield | — | — | ||||
| Expected life of options | 5 years | 5 years | ||||
| Stock price on date of grant | $ | 1.24 | $ | 2.84 | ||
| Forfeiture rate | — | — |
The following table summarizes the stock option activity for the three months ended September 30, 2024:
| Number<br>of options | Weighted average exercise price | |||
|---|---|---|---|---|
| Balance at June 30, 2024 | 9,070,000 | $ | 3.36 | |
| Options granted | 1,063,394 | 1.15 | ||
| Options modified(1) | 1,000,000 | 1.36 | ||
| Balance at September 30, 2024 | 11,133,394 | $ | 2.81 |
(1) On September 1, 2024, 2,000,000 stock options were granted to a corporation controlled by an officer of the Company, with an exercise price of $1.36 for a period of 5 years. 666,666 options vested on September 1, 2024, 666,666 options will vest on September 1, 2025, and 666,668 options will vest on September 1, 2026. These stock options were designated as a replacement for 1,000,000 options with an exercise price of $2.96 previously granted on September 25, 2023. The previous and newly issued options are treated as a modification of the original option. The Company will recognize share based compensation expense for any incremental fair value in addition to the grant-date fair value of the original award.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
The following table summarizes stock options outstanding and exercisable at September 30, 2024:
| Options Outstanding | Options Exercisable | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exercise<br>Price | Number of Shares | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number Exercisable | Weighted Average Exercise Price | ||||||
| $ | 1.04 | 900,000 | — | $ | 1.04 | 900,000 | $ | 1.04 | |||
| $ | 5.58 | 500,000 | 0.37 | $ | 5.58 | 500,000 | $ | 5.58 | |||
| $ | 2.51 | 1,200,000 | 1.30 | $ | 2.51 | 1,200,000 | $ | 2.51 | |||
| $ | 4.50 | 200,000 | 1.80 | $ | 4.50 | 200,000 | $ | 4.50 | |||
| $ | 4.67 | 200,000 | 2.43 | $ | 4.67 | 200,000 | $ | 4.67 | |||
| $ | 6.10 | 170,000 | 2.46 | $ | 6.10 | 170,000 | $ | 6.10 | |||
| $ | 6.95 | 100,000 | 2.53 | $ | 6.95 | 100,000 | $ | 6.95 | |||
| $ | 3.76 | 3,750,000 | 3.53 | $ | 3.76 | 3,750,000 | $ | 3.76 | |||
| $ | 3.87 | 200,000 | 3.64 | $ | 3.87 | 200,000 | $ | 3.87 | |||
| $ | 2.96 | 750,000 | 3.98 | $ | 2.96 | 333,333 | $ | 2.96 | |||
| $ | 1.09 | 100,000 | 4.55 | $ | 1.09 | — | $ | 1.09 | |||
| $ | 1.15 | 1,063,394 | 4.86 | $ | 1.15 | — | $ | 1.15 | |||
| $ | 1.36 | 2,000,000 | 4.92 | $ | 1.36 | 666,667 | $ | 1.36 | |||
| 11,133,394 | 2.32 | $ | 2.81 | 8,220,000 | $ | 3.29 |
Long-term Incentive Plan
The Company has an equity incentive plan ("Plan") in accordance with the policies of the TSXV whereby, from time to time at the discretion of the Board of Directors, eligible directors, officers and employees are awarded restricted share units ("RSUs"). The RSUs that are subject to, among other things, the recipient’s deferral right in accordance with the Income Tax Act (Canada) convert automatically into common shares upon vesting. In addition, the Company may issue deferred share units ("DSUs"). DSUs may be redeemed upon retirement or termination from the Company. In accordance with the Plan, the aggregate number of common shares to be issued shall not exceed 10% of the Company’s issued and outstanding common shares at any given time when combined with the aggregate number of options, RSUs and DSUs.
The following table summarizes the RSU activity for the three months ended September 30, 2024:
| Number<br>of RSUs | Weighted average grant date fair value | |||
|---|---|---|---|---|
| Balance at June 30, 2024 | — | $ | — | |
| Granted | 1,357,289 | 1.15 | ||
| Balance at September 30, 2024 | 1,357,289 | $ | 1.15 |
The following table summarizes the DSU activity for the three months ended September 30, 2024:
| Number<br>of DSUs | Weighted average grant date fair value | |||
|---|---|---|---|---|
| Balance at June 30, 2024 | 1,991,004 | $ | 3.76 | |
| Granted | 441,935 | 1.15 | ||
| Balance at September 30, 2024 | 2,432,939 | $ | 3.28 |
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
Share-based compensation expense
Share-based compensation recorded for each type of award is as follows:
| Three months ended September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Stock options | $ | 673 | $ | 142 |
| Restricted share units | 149 | — | ||
| Deferred share units | 72 | 1,901 | ||
| Total | $ | 894 | $ | 2,043 |
The share-based compensation during the three months ended September 30, 2024 was $894 as compared to $2,043 recognized in three months ended September 30, 2023.
9.Related Party Transactions
Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, which are the directors and officers of the Company.
Compensation to key management is comprised of the following:
| Three months ended September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Management and director fees(1) | $ | 595 | $ | 442 |
| Separation benefits(2) | 748 | — | ||
| Share-based compensation | 687 | 1,901 | ||
| $ | 2,030 | $ | 2,343 |
- Management and director fees are comprised of salaries, bonuses, benefits and directors' fees included on the Company's interim condensed consolidated statement of comprehensive loss.
- Separation benefits during the three months ended September 30, 2024 include severance payments to a former executive officer and a former member of the Company's board of directors.
As at September 30, 2024 and June 30, 2024, there is $168 and $472, respectively, in Accounts payable and accrued liabilities owing to officers of the Company. As at September 30, 2024, Accounts payable and accrued liabilities also included $772 owing to a former executive officer and a former member of the Company's board of directors. Amounts due to/from the key management personnel are non-interest bearing, unsecured and have no fixed terms of repayment.
On June 17, 2022, the Company entered into the MSA with Telescope, a related party of the Company. Robert Mintak, the former Chief Executive Officer of the Company and Dr. Andy Robinson, President and Chief Operating Officer of the Company are independent directors of Telescope. Under the MSA, Telescope would provide various research and development ("R&D") services for the purpose of developing new technologies. The Company would fund an initial project for one year under the MSA, which would aim to evaluate the use of captured CO2 in the Company’s various chemical processes, as well as investigate the potential for permanent geological sequestration of CO2 within the lithium brine extraction and reinjection processes contemplated by the Company. Other R&D projects may be performed for the Company by Telescope, as required. The Company incurred $130 and $434 of costs related to this agreement during the three months ended September 30, 2024 and 2023, respectively.
As at September 30, 2024 and June 30, 2024, there is $77 and $147, respectively, in accounts payable and accrued liabilities owing to Telescope. Amounts due to Telescope are non-interest bearing, unsecured and have no fixed terms of repayment.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
The balances of receivables and payables with the Company’s joint ventures as of the periods indicated, are as follows:
| September 30, 2024 | June 30, 2024 | |||
|---|---|---|---|---|
| Accounts receivable – unconsolidated affiliates | $ | 1,677 | $ | 848 |
| Accounts payable – unconsolidated affiliates | $ | 4,000 | $ | 4,000 |
As of September 30, 2024 and June 30, 2024, Accounts receivable – unconsolidated affiliates represents receivables from the entities holding the South West Arkansas Project and the East Texas Properties for reimbursement of costs paid by the Company on behalf of these entities.
As of September 30, 2024 and June 30, 2024, Accounts payable – unconsolidated affiliates represents cash received from the entities holding the South West Arkansas Project and the East Texas Properties and is held by the Company in a separate account and designated for working capital needs. The maturity of this liability balance is May 7, 2025.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
10.Financial Instruments and Financial Risk Management
The Company’s financial instruments consist of cash, restricted cash, receivables, long-term investments, financial assets, accounts payable and accrued liabilities. A fair value hierarchy establishes three levels to classify the inputs of valuation technique used to measure fair value of financial instruments’ recorded on the consolidated statements of financial position. The lowest level of significant input is used to determine the instruments’ classification within the hierarchy.
The three levels of the fair value hierarchy are described below:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for similar items in active markets. The Company maximizes the use of observable market data and relies on entity-specific estimates at least possible; and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company’s policy is to recognize transfers into and out of fair value hierarchy levels at the end of the reporting period.
There were no transfers between Levels 1, 2 or 3 during the periods ended September 30, 2024 and June 30, 2024.
The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:
| September 30, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Financial asset – FID(1) | $ | — | $ | — | $ | 48,575 | $ | 48,575 |
| Investment in Aqualung | — | — | 2,521 | 2,521 |
- Includes $28,678 and $19,897 related to SWA Lithium and Texas Lithium, respectively.
| June 30, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Financial asset – FID(1) | $ | — | $ | — | $ | 47,086 | $ | 47,086 |
| Investment in Aqualung | — | — | 2,500 | 2,500 |
- Includes $27,943 and $19,143 related to SWA Lithium and Texas Lithium, respectively.
The Financial asset - FID is measured at fair value. The fair value of the financial asset was determined using a probability weighted discounted cash flow methodology which uses the S&P corporate bond yield curve based on the credit rating of the counterparty and considers the probability of the occurrence of reaching a positive final investment decision in either of the Company's Joint Ventures. During the three months ended September 30, 2024, the Company recorded a fair value gain on financial asset – FID of $1,489. The increase in fair value is primarily attributable to the passage of time. There were no such costs recorded during the three months ended September 30, 2023.
The Company’s investment in Aqualung is measured at fair value on a recurring basis. Information relating to Aqualung is considered when determining its fair value. In addition to company-specific information, the Company takes into account trends in general market conditions and the share performance of comparable publicly-traded companies when valuing privately-held investments.
The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in response to the Company’s activities. Management regularly monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
The Company is exposed to various risks such as interest rate, credit, and liquidity risk. To manage these risks, management determines what activities must be undertaken to minimize potential exposure to risks. The objectives of the Company in managing risk are as follows:
- maintaining sound financial condition;
- financing operations; and
- ensuring liquidity to all operations.
In order to satisfy these objectives, the Company has adopted the following policies:
- Credit risk
Credit risk is the risk of loss if counterparties do not fulfill their contractual obligations and arises principally from cash deposits. The maximum credit risk is the total of our financial assets, including cash. The Company maintains substantially all of its cash with two financial institutions. The majority of cash held with these institutions exceeds the amount of insurance provided on such deposits.
- Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital (current assets less current liabilities) to try to ensure its expenditures will not exceed available resources. At September 30, 2024 and June 30, 2024, the Company has working capital of $24,657 and $28,919, respectively.
- Foreign exchange risk
Foreign exchange risk is the risk that the Company's financial instruments will fluctuate in value as a result of movement in foreign exchange rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company is exposed to currency risk through the following assets and liabilities denominated in USD:
| September 30, 2024 | June 30, 2024 | |||
|---|---|---|---|---|
| Cash | $ | 4,314 | $ | 5,879 |
| Accounts payable | — | 4 |
At September 30, 2024, USD amounts were converted at a rate of USD 1.00 to CAD 1.3521. A 10% increase or decrease in the Canadian dollar relative to the US dollar would result in a change of approximately $431 and $588, respectively, in the Company’s comprehensive loss for the year to date.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
11.Capital Management
The Company had $28.9 million of unrestricted cash on hand as of September 30, 2024.
The Company, on May 7, 2024 entered into strategic partnerships with Equinor, in which the Company received an initial cash payment of $30 million and a commitment by Equinor to invest an additional gross $130 million in exchange for a 45% interest in SWA Lithium and Texas Lithium. Additional capital expenditures will be funded on a pro-rata basis.
The Company’s objectives when managing capital are to safeguard the Company’s ability to pursue the exploration and development of its projects and to maintain a flexible capital structure. The Company’s current capital structure is made up of common equity, with no long term debt or revolving credit facility obligations.
As the Company is currently in the exploration and development phase, none of its financial instruments are exposed to commodity price risk; however, the Company’s ability to obtain long-term financing and its economic viability may be affected by commodity price volatility.
The Company manages its capital structure and may adjust it in light of changes in economic conditions and the risk characteristics of the underlying assets.
In order to carry out planned exploration and development of its projects and pay for administrative costs, the Company plans to spend its existing working capital balance and may utilize other forms of financing.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
12.Supplemental Cash Flow Information
| Three months ended September 30, | ||||
|---|---|---|---|---|
| Non-cash Financing and Investing Activities | 2024 | 2023 | ||
| Exploration and evaluation expenditures included in accounts payable | $ | — | $ | 2,974 |
| Aqualung expenditure included in accounts payable | 2 | — |
13.Contingencies
On January 27, 2022, a putative securities class action lawsuit was filed against the Company, and certain former and current executives of the Company, in the United States District Court for the Eastern District of New York, captioned Gloster v. Standard Lithium Ltd., et al., 22-cv-0507 (E.D.N.Y.) (the "Action"). The complaint seeks to certify a class of investors who purchased or otherwise acquired the Company’s publicly traded securities between May 19, 2020, and November 17, 2021, and asserts violations of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") against all defendants and Section 20(a) of the Exchange Act against the individually named defendants. The complaint alleges, among other things, that during the proposed class period, defendants misrepresented and/or failed to disclose certain facts regarding the Company’s LiSTR DLE technology and "final product lithium recovery percentage" at the Demonstration Plant. The plaintiff seeks various forms of relief, including monetary damages in an unspecified amount. The Company filed a motion to dismiss the complaint on August 10, 2022, which became fully briefed on September 28, 2022. The Company intends to vigorously defend against the Action. As at September 30, 2024, the Company has not recorded any provision associated with this matter, as the outcome is undeterminable at this time.
14.Subsequent Events
On October 1, 2024, the Company issued 450,000 common shares upon exercise of stock options for proceeds of $466.
STANDARD LITHIUM LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in thousands of US Dollars, except where indicated and share and per share amounts)
On October 28, 2024, the Company announced that SWA Lithium has entered into a license agreement with Koch Technology Solutions LLC ("KTS") to deploy and use KTS’ Li-ProTM Lithium Selective Sorption ("Li-Pro LSS") technology at SWA Lithium's commercial plant for the SWA Phase 1 Project.
EX-99.2
Exhibit 99.2
Management’s Discussion and Analysis
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
introduction
This management’s discussion and analysis ("MD&A") for Standard Lithium Ltd. was prepared by management based on information available as of November 12, 2024 and should be reviewed in conjunction with the unaudited condensed consolidated interim financial statements and related notes thereto of the Company for the three months ended September 30, 2024 and the audited consolidated financial statements and the notes thereto of the Company for the year ended June 30, 2024. The unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34). All dollar figures are expressed in thousands (“000”) of United States Dollars ("USD") unless otherwise noted. These documents and additional information on the Company are available on the System for Electronic Document Analysis and Retrieval Plus ("SEDAR+") at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") at www.sec.gov.
References in this MD&A to "Standard Lithium", "Standard", "SLI", "our" and the "Company" mean Standard Lithium Ltd.
Additional information related to the Company, including the Company’s AIF (as defined below), is available under the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov. Unless indicated, additional external information, and documents referenced within this MD&A, do not form part of this MD&A.
Forward-Looking Information
Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as "forward-looking information"). The statements relate to future events or the Company’s future performance. All statements, other than statements of historical fact, may be forward-looking information. Information concerning mineral resource and mineral reserve estimates also may be deemed to be forward-looking information in that it reflects a prediction of mineralization that would be encountered if a mineral deposit were developed and mined. Forward-looking information generally can be identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "target", "intend", "could", "might", "should", "believe", "scheduled", "implement" and similar words or expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.
In particular, this MD&A contains forward-looking information, including, without limitation, with respect to the following matters or the Company’s expectations relating to such matters: the Company’s planned exploration, research and development programs (including, but not limited to, plans and expectations regarding advancement, testing and operation of the lithium extraction Demonstration Plant (as defined below) (formerly pilot plant)); commercial opportunities for lithium products; delivery of studies; filing of technical reports; expected results of exploration; accuracy of mineral or resource exploration activity; accuracy of mineral reserves or mineral resource estimates, including the ability to develop and realize such estimates; whether mineral resources will ever be developed into mineral reserves, and information and underlying assumptions related thereto; budget estimates and expected expenditures by the Company on its properties; regulatory or government requirements or approvals; the reliability of third party information; ongoing success of joint ventures; continued access to mineral properties or infrastructure; payments and share issuances pursuant to property agreements; fluctuations in the market for lithium and its derivatives; expected timing of the expenditures; performance of the Company’s business and operations; changes in exploration costs and government regulation in Canada and the United States ("U.S."); competition for, among other things, capital, acquisitions, undeveloped lands and skilled personnel; changes in commodity prices and exchange rates; currency and interest rate fluctuations; the Company’s funding requirements and ability to raise capital; geopolitical instability; war (such as Russia’s invasion of Ukraine and ongoing war in the Middle East); and other factors or information.
Forward-looking information does not take into account the effect of transactions or other items announced or occurring after the statements are made. Forward-looking information is based upon a number of expectations and assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. With respect to forward-looking information listed above, the Company has made assumptions regarding, among other things: current
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
technological trends; ability to fund, advance and develop the Company’s properties; the Company’s ability to operate in a safe and effective manner; uncertainties with respect to receiving, and maintaining, mining, exploration, environmental and other permits; pricing and demand for lithium, including that such demand is supported by growth in the electric vehicle market and the energy storage market; impact of increasing competition; commodity prices, currency rates, interest rates and general economic conditions; the legislative, regulatory and community environments in the jurisdictions where the Company operates; impact of unknown financial contingencies; market prices for lithium products; budgets and estimates of capital and operating costs; estimates of mineral resources and mineral reserves; reliability of technical data; the ability to negotiate access agreements on commercially reasonable terms; ongoing success of joint ventures; anticipated timing and results of operation and development; inflation; and the impacts of war (such as Russia’s invasion of Ukraine and ongoing war in the Middle East) on the Company and its business. Although the Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable, the Company can give no assurance that these assumptions and expectations will prove to be correct. Since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to: general economic conditions in Canada, the U.S. and globally; industry conditions, including the state of the electric vehicle market and the energy storage market; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; negotiation of commercial access agreements, competition for and/or inability to retain drilling rigs and other services and to obtain capital, undeveloped lands, skilled personnel, equipment and inputs; reliance on third parties; potential or ongoing joint ventures; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; uncertainties associated with estimating mineral resources and mineral reserves, including uncertainties relating to the assumptions underlying mineral resource and mineral reserve estimates; whether mineral resources will ever be converted into mineral reserves; uncertainties in estimating capital and operating costs, cash flows and other project economics; liabilities and risks, including environmental liabilities and risks inherent in mineral extraction operations; health and safety risks; risks related to unknown financial contingencies, including litigation costs, on the Company’s operations; unanticipated results of exploration activities; unpredictable weather conditions; unanticipated delays in preparing technical studies; inability to generate profitable operations; restrictive covenants in debt instruments; lack of availability of additional financing on terms acceptable to the Company; intellectual property ("IP") risk; stock market volatility; volatility in market prices for commodities; liabilities inherent in the mining industry; inflation risks; risks related to war (such as Russia’s invasion of Ukraine and ongoing war in the Middle East); changes in tax laws and incentive programs relating to the mining industry; other risks pertaining to the mining industry; conflicts of interest; dependency on key personnel; and fluctuations in currency and interest rates, as well as those factors discussed in the section entitled "Risk Factors" in the Company’s annual information form for the year ended June 30, 2024 (the "AIF").
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Readers are cautioned that the foregoing lists of factors are not exhaustive. All forward-looking information in this MD&A refers to the date of this MD&A. The Company does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking information contained in this MD&A is expressly qualified in its entirety by this cautionary statement. Additional information about these assumptions, risks and uncertainties is contained in the Company’s filings with securities regulators, including the Company’s most recent AIF, which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
CAUTIONARY NOTES TO U.S. INVESTORS CONCERNING RESOURCE ESTIMATES
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the securities laws in effect in the U.S. In particular, and without limiting the generality of the foregoing, the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "inferred mineral resources," "indicated mineral resources," "measured mineral resources" and "mineral resources" used or referenced in this MD&A are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the "CIM Standards"). The CIM Standards differ from the mineral property disclosure requirements of the U.S. Securities and Exchange Commission (the "SEC") in Regulation S-K Subpart 1300 (the "SEC Modernization Rules") under the U.S. Securities Act of 1933, as amended (the "Securities Act").
As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards. Accordingly, the Company’s disclosure of mineralization and other technical information may differ significantly from the information that would be disclosed had the Company prepared the information under the standards adopted under the SEC Modernization Rules.
summary of Standard lithium’s business
Standard Lithium is a near-commercial lithium company focused on the sustainable development of a portfolio of lithium-brine bearing properties in the U.S. The Company prioritizes brine projects characterized by high-grade resources, robust infrastructure, skilled labor, and streamlined permitting. The Company aims to achieve sustainable, commercial-scale lithium production via the application of a scalable and fully integrated Direct Lithium Extraction ("DLE") and purification processes. Recognized as a critical mineral by the U.S. Department of Energy ("DOE"), lithium holds strategic importance for the rapidly expanding sectors of electric vehicles and renewable energy storage, further influencing the broader economy and national security.
The Company’s flagship projects, the South West Arkansas Project (as defined below) and the Lanxess Property Project (as defined below), are located on the Smackover Formation in southern Arkansas, a region with a long-standing and established industry of mineral extraction from brine. The Company considers the South West Arkansas Project and the Lanxess Property Project to be separate and independent projects, as they are not contiguous or located within immediate proximity of each other, do not share common ownership of underlying brine rights, and are unlikely to be developed using common infrastructure or financing.
The Company, in conjunction with Equinor (as defined below), is also developing prospective lithium brine areas within the Smackover Formation in East Texas (the "East Texas Properties"). The East Texas Properties are held by Texas Lithium Financing, LLC ("Texas Lithium").
CORPORATE SUMMARY
The Company was incorporated under the laws of the Province of British Columbia on August 14, 1998, and continued its corporate existence from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act on December 1, 2016.
The Company is listed on the TSX Venture Exchange (the "TSXV") and the NYSE American, LLC (the "NYSE American") under the symbol "SLI" and the Frankfurt Stock Exchange under the symbol "S5L". The Company is a reporting issuer in each of the Provinces and Territories of Canada and files its continuous disclosure documents with the Canadian Securities Authorities in such Provinces and Territories. Such documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
The Company’s corporate office is located at Suite 1625, 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9 and its registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
CHANGE IN PRESENTATION CURRENCY
Effective July 1, 2024, the Company changed its presentation currency from Canadian Dollars ("CAD") to USD due to its most significant assets and liabilities being denominated in USD and for consistency with peer companies in the lithium exploration, production, and mining industries in North America. This change in presentation currency has been applied retrospectively.
As at and for the year ended June 30, 2024 and all prior periods, the Company's reporting currency was CAD as described in the Company’s 2024 annual consolidated financial statements. The currency remeasurement of our results applied the IAS transitional rules.
The amounts reported in these condensed consolidated interim financial statements as at June 30, 2024 and for the three months ended September 30, 2023 have been remeasured in USD based on the closing exchange rate on June 30, 2024 and the average rate for the three months ended September 30, 2023. The accounting policy used to translate equity items prior to June 30, 2024, was to use the historical rate for each equity transaction that occurred to recreate the historical amounts. For 2024, equity items were translated quarterly using the average exchange rate for each quarter.
HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
- On September 20, 2024, the Company announced that SWA Lithium LLC ("SWA Lithium"), which holds the South West Arkansas Project, and whereby the Company holds a 55% joint venture interest in, had been selected for conditional approval of a $225 million grant award from the U.S. Department of Energy. The conditional grant award is dependent, among other things, on completing final negotiations with the DOE.
- On September 1, 2024, David Park was appointed as the Chief Executive Officer and Director of the Company following the retirement of Robert Mintak.
EVENTS SUBSEQUENT TO THE THREE MONTHS ENDED SEPTEMBER 30, 2024
- On October 28, 2024, the Company announced that SWA Lithium has entered into a license agreement with Koch Technology Solutions LLC (“KTS”) to deploy and use KTS' Li-ProTM Lithium Selective Sorption ("Li-Pro LSS") technology at SWA Lithium’s commercial plant for the SWA Phase 1 Project.
- On October 1, 2024, the Company issued 450,000 common shares upon exercise of stock options for proceeds of $466.
Project Overview
Standard Lithium currently has the following material projects:
South West Arkansas Project
The resource development project in southwest Arkansas (the "South West Arkansas Project"), being developed in partnership with Equinor ASA ("Equinor"), a multi-national energy company, encompasses over 27,000 net mineral acres and is a key project in the Company’s portfolio due to its scale and the quality of its lithium-brine resources. The Company completed a Preliminary Feasibility Study ("PFS") in the third quarter of 2023 for the South West Arkansas Project. A Definitive Feasibility Study ("DFS") and a Front-End Engineering Study ("FEED") are currently underway for the South West Arkansas Project. A Final Investment Decision (“FID”) is planned for the second half of 2025, with construction targeted to begin thereafter, if a positive FID is reached. Construction would take approximately two years, with first production expected in late 2027 or early 2028.
Please refer to the technical report titled "NI 43-101 Technical Report, South West Arkansas Project" dated effective August 8, 2023, as filed on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov for further information with respect to the PFS of the South West Arkansas Project.
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
Lanxess Property Project
The Lanxess South Plant (as defined below) in southern Arkansas (the "Lanxess Property Project") centers on the development of the Lanxess 1A Project (as defined below), the first commercial lithium extraction initiative on the extensive brine leases operated by LANXESS Corporation ("LANXESS") in Arkansas. LANXESS operates three existing brine processing facilities for bromine extraction, covering over 150,000 acres of unitized brine leases in southern Arkansas. The first phase of the Lanxess Property Project (the "Lanxess 1A Project") is located at the LANXESS South facility near El Dorado, Arkansas (the "Lanxess South Plant"). The Company and LANXESS are focusing on the Lanxess 1A Project as the initial step. The cooperative framework between the Company and LANXESS is expected to include a brine supply and disposal agreement, a lease agreement for the production facility site, and the provisioning of certain infrastructure services. Details of the future framework are the subject of ongoing negotiations, and these agreements will form the basis of the operational framework for the Lanxess 1A Project. The Company has been successfully operating an industrial-scale DLE demonstration plant (the "Demonstration Plant") at the Lanxess 1A Project location for over four years. The Demonstration Plant serves as a testing and optimization facility, refining the commercial blueprint for scalable and replicable DLE processes. In Q4 of 2023, the Company completed a DFS for the Lanxess 1A Project, which is planned to be situated at the Lanxess South Plant. This innovative project, utilizing DLE technology to extract lithium from an existing brine pipeline system, aims to produce battery-quality lithium carbonate. The Company may advance toward a FID for the Lanxess 1A Project, with the timing contingent upon ongoing project definition, the brine supply and disposal agreement with Lanxess, royalty definition as applicable, and the subsequent completion of project financing initiatives.
Please refer to the technical report titled "NI 43-101 Technical Report for the DFS for Commercial Lithium Extraction Plant at Lanxess South Plant" dated effective August 18, 2023 as filed on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov for further information with respect to the Lanxess Property Project.
Expenditures for the Demonstration Plant consist of operating costs which for the three months ended September 30, 2024 and 2023 were $1,039 and $2,538, respectively. The decrease in the Company's operating costs for the Demonstration Plant for the three months ended September 30, 2024 was predominately due to a decrease in test work, reagents, supplies, repair and maintenance and personnel. See Overall Performance and Results of Operations section for more details.
East Texas Properties
The Company, in partnership with Equinor, is also developing prospective lithium brine areas held in Texas Lithium. The Company published exploration drilling results and testing in October of 2023, which demonstrated lithium concentrations of 644 mg/L on average. In partnership with Equinor, the Company plans to continue securing further leasehold positions and to perform further exploration drilling in East Texas, and will pursue developing a resource assessment for the project area.
Other Projects
The Company has further interests in certain mineral leases in the Mojave Desert in San Bernardino County, California.
ENVIRONMENTAL
Standard Lithium is firmly committed to the responsible production of sustainable lithium chemicals, essential for U.S. national security, the expansion of electric vehicle adoption, energy storage systems, and the resultant progression towards a lower carbon economy. Our project selection process underscores this dedication, opting, where feasible, to use existing infrastructure, roads, rail, water, and power within well-established industrial areas with a history of timber harvesting, oil, gas, and brine industries. Implementing DLE technology is aimed at ensuring an environmentally responsible approach, offering a reduced land footprint, and lower ecological environmental impact when compared to traditional evaporation pond methods and hard-rock lithium mining operations.
Beyond our main operations, our environmental ethos is also evident. In September 2021, our collaboration with Aqualung Carbon Capture AS ("Aqualung") marked a significant step in advancing carbon capture technology. This partnership solidified in May 2022 when we made an investment in Aqualung. This was followed by a master service agreement (the "MSA") with Telescope Innovations Corp. ("Telescope"), signaling our intent to further investigate the possible applications
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
of captured carbon dioxide (CO2) in various chemical processes, emphasizing our forward-thinking approach to environmental sustainability.
SOCIAL RESPONSIBILITY AND COMMUNITY RELATIONS
The Company remains committed to community engagement as a central element of its operations. In support of the communities surrounding the SWA Lithium and the Lanxess Property Project, the Company has actively participated in and sponsored various local events, including the El Dorado MusicFest, Holiday Lighting Ceremony, Independence Day Celebration, the Mayhaw Festival, and other events at the Murphy Arts District. These initiatives reflect the Company's ongoing dedication to fostering positive relationships and contributing to the cultural and social vitality of the regions in which it operates.
To further support local workforce development, the Company has established partnerships with institutions such as South Arkansas Community College. These collaborations are aimed at enhancing training programs to prepare community members for specialized roles within the Company's projects. Currently, the Company employs approximately 29 engineers, operators, technicians, and administrative staff, predominantly drawn from nearby communities. This strategy underscores the Company’s commitment to local employment and economic development.
As the Company extends its operations into East Texas, a similar approach will be adopted, with efforts focused on engaging local stakeholders and ensuring that the benefits of its projects are shared with the surrounding communities. The Company's ongoing focus on sustainable development seeks to balance environmental stewardship with the social and economic needs of the regions in which it operates.
OVERALL PERFORMANCE AND RESULTS OF OPERATIONS
Revenue
As at September 30, 2024, the Company has not generated any revenue. The Company raises capital through the issuance of shares, debt instruments, non-core assets sales, and other forms of financing.
General and administrative costs
General and administrative costs are associated with the Company’s Vancouver, BC corporate head office, the El Dorado office in Arkansas, the Austin office in Texas and related professional and corporate costs.
General and administrative costs were $2,811 for the three months ended September 30, 2024, as compared to $3,097 for the three months ended September 30, 2023. The $286 decrease is primarily attributable to costs incurred during the three months ended September 30, 2023, for consultant engagement to support the Company's advancement of initiatives as well as strategic initiatives and lobbyist engagement to pursue federal grants and critical mineral policy program opportunities. During the three months ended September 30, 2024, such costs have decreased as we focus on the development and advancement of our joint ventures.
Demonstration Plant operations
Demonstration Plant operating costs relate to personnel, supplies, reagents, site office, utilities, repairs and maintenance, vehicle, waste, disposal and recycling fees, and ongoing testing. Demonstration Plant costs were $1,039 for the three months ended September 30, 2024, as compared to $2,538 for the three months ended September 30, 2023. The $1,499, or 59%, decrease is primarily attributable to a decrease in reagent and testwork costs. Such costs decreased due to non-recurring charges for DLE process development and testing associated with the LiSTR technology incurred during the three months ended September 30, 2023. There were no such costs incurred during the three months ended September 30,
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
- Additionally, personnel costs decreased over the period as employees were hired directly by the Company reducing the billable rates paid to the intermediary companies.
Management and directors' fees
Management and directors' fees include salaries, bonuses, benefits and directors' fees to key management personnel. Management and directors' fees were $595 for the three months ended September 30, 2024, as compared to $442 for the three months ended September 30, 2023. The $153, or 35%, increase is primarily driven by additional compensation due to the addition of executive officers.
Share-based compensation
Share-based compensation was $894 for the three months ended September 30, 2024 as compared to $2,043 for the three months ended September 30, 2023. The $1,149, or 56%, decrease was primarily related to $1,901 of share-based compensation recognized during the three months ended September 30, 2023 associated with deferred share units that vested in April 2024. This is partially offset by an increase in share-based compensation expense associated with awards granted during the three months ended September 30, 2024.
Separation benefits
Separation benefits were $748 for three months ended September 30, 2024. Such costs are attributable to severance payments to a former executive officer and former member of the Company's board of directors.
Foreign exchange loss (gain)
The Company recorded a foreign exchange loss of $86 for the three months ended September 30, 2024, as compared to a foreign exchange gain of $450 for the three months ended September 30, 2023. The Canadian Dollar ("CAD") spot rate in terms of USD strengthened by 1.2% during the three months ended September 30, 2024 whereas the spot rate in terms of USD weakened by 5.1% during the three months ended September 30, 2023. A stronger CAD created a foreign exchange loss on the Company’s income statement for the three months ended September 30, 2024 due to working capital amounts held in CAD.
Other income
The Company earned $75 of interest and other income, net of fees on the investment of cash on hand during the three months ended September 30, 2024 as compared to $431 for the three months ended September 30, 2023. The decrease in interest income is primarily attributable a lower cash balance in the Company's investment account during the three months ended September 30, 2024.
Net loss
The Company had net loss of $4,829 for the three months ended September 30, 2024, as compared to $7,257 for the three months ended September 30, 2023.
SHARE ISSUANCES
On July 23, 2024, the Company signed an agreement with an arms-length third-party advisor to settle a previously accrued fee of $800 in consideration for the issuance of 666,667 common shares at a deemed price of $1.20 per Advisory Share. The consultant was subsequently appointed as a member of executive management. Services provided prior to joining executive management were advisory in nature and did not assume management responsibilities.
EQUITY GRANTS
On August 9, 2024, the Company granted 1,063,394 stock options, 1,357,289 restricted stock units ("RSUs") and 441,935 deferred stock units ("DSUs") to employees, directors, and management of the Company pursuant to the Company’s stock option plan. The stock options were granted with an exercise price of $1.15 for a period of 5 years and vest in equal thirds
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
over 36 months. Of the RSUs granted, 1,118,730 will vest in equal thirds over 36 months and the remaining will vest 12 months from the date of the grant. DSUs will vest after 12 months and settle in common shares upon the holder's departure from the Company or a change of control.
On September 1, 2024, 2,000,000 stock options were granted to a corporation controlled by an officer of the Company, with an exercise price of $1.36 for a period of 5 years. 666,666 options vested on September 1, 2024, 666,666 options will vest on September 1, 2025, and 666,668 options will vest on September 1, 2026. These stock options were designated as a replacement for 1,000,000 options with an exercise price of $2.96 previously granted on September 25, 2023. The previous and newly issued options are treated as a modification of the original option.
SUMMARY OF QUARTERLY RESULTS
The following table presents selected unaudited consolidated financial information for the last eight quarters, derived from financial statements prepared in accordance with IFRS Accounting Standards (as issued by the International Accounting Standards Board) applicable to preparation of interim financial statements under IAS 34, Interim Financial Reporting, stated in US dollars:
| Quarter Ended | Total<br>Revenues | Net Income (Loss) | Earnings (Loss)<br>Per Share - Basic | Earnings (Loss)<br>Per Share - Diluted | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | $ | — | $ | (5,170 | ) | $ | (0.03 | ) | $ | (0.03 | ) |
| March 31, 2023 | $ | — | $ | (5,307 | ) | $ | (0.03 | ) | $ | (0.03 | ) |
| June 30, 2023 | $ | — | $ | (19,748 | ) | $ | (0.11 | ) | $ | (0.11 | ) |
| September 30, 2023 | $ | — | $ | (7,257 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
| December 31, 2023 | $ | — | $ | (7,548 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
| March 31, 2024 | $ | — | $ | (7,673 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
| June 30, 2024 | $ | — | $ | 128,279 | $ | 0.70 | $ | 0.69 | |||
| September 30, 2024 | $ | — | $ | (4,829 | ) | $ | (0.03 | ) | $ | (0.03 | ) |
LIQUIDITY AND CAPITAL RESOURCES
The Company does not have a mineral property in commercial production and consequently does not receive revenue from the sale of lithium-based products. The Company currently has no operations that generate cash flow. The Company has financed its operations primarily through the issuance of common shares. The continued operations of the Company are dependent on its ability to complete sufficient equity, debt or other financings or generate cash flow from operations in the future.
As of September 30, 2024, the Company had working capital of $24,657 compared to working capital of $28,919 as of June 30, 2024. Cash at September 30, 2024 totaled $28,906 compared to $38,667 at June 30, 2024. During the three months ended September 30, 2024, the Company had a net cash outflow of $9,761, due primarily from payments made for legal and advisory fees related to the entrance into our joint venture partnerships with Equinor, engineering and design work to support our use of Li-Pro LSS DLE technology and related licensing agreement, Demonstration Plant testing and operations, as well as back office support functions. Working capital decreased in the current period compared to June 30, 2024 as a function of the aforementioned cash outflow explanation and continuing development of our projects since the first quarter of last year, partially offset by cash receipts due to the entrance in to joint venture partnerships with Equinor.
During the three months ended September 30, 2024 and 2023, the Company did not issue any shares under the at-the-market program.
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
Contractual Obligations
| Payments due by periods | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total | Less than<br>1 year | 1 – 3<br>years | 4 – 5<br>years | After<br>5 years | ||||||
| Obligations Under Office and Storage Leases | $ | 600 | $ | 327 | $ | 273 | $ | — | $ | — |
| Other Obligations | 3,380 | 840 | 2,270 | 180 | 90 | |||||
| Total | $ | 3,980 | $ | 1,167 | $ | 2,543 | $ | 180 | $ | 90 |
Management expects the Company will have sufficient capital through to the preparation of the FEED study for the South West Arkansas Project and that cash resources will be sufficient to continue planned operations through the three months ended September 30, 2024. However, management does expect that additional resources will be required to sustain certain of the Company’s ongoing investments in certain projects to achieve a desired FID outcome. As a result, the Company will continue to attempt to raise funds through equity financing, debt financing, non-core asset sales, non-dilutive sources, or other financings to achieve its desired outcome. There can be no certainty that such additional funds may be raised on a timely basis or on terms acceptable to the Company when required.
Other than the Company's normal business activities, the Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity and capital resources either materially increasing or decreasing at present or in the foreseeable future. The Company does not engage in currency hedging to offset any risk of currency fluctuations.
LITIGATION MATTERS
On January 27, 2022, a putative securities class action lawsuit was filed against the Company and certain current and former executives of the Company in the United States District Court for the Eastern District of New York, captioned Gloster v. Standard Lithium Ltd., et al., 22-cv-0507 (E.D.N.Y.) (the "Action"). The complaint seeks to certify a class of investors who purchased or otherwise acquired the Company’s publicly traded securities between May 19, 2020, and November 17, 2021, and asserts violations of Section 10(b) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") against all defendants and Section 20(a) of the Exchange Act against the individually named defendants. The complaint alleges, among other things, that during the proposed class period, defendants misrepresented and/or failed to disclose certain facts regarding the Company’s LiSTR DLE technology and "final product lithium recovery percentage" at the Demonstration Plant. The plaintiff seeks various forms of relief, including monetary damages in an unspecified amount. The Company filed a motion to dismiss the complaint on August 10, 2022, which became fully briefed on September 28, 2022. The Company intends to vigorously defend against the Action. As at September 30, 2024, the Company has not recorded a provision associated with this matter, as the outcome is undeterminable at this time.
TRANSACTIONS WITH RELATED PARTIES
Key management personnel are persons responsible for planning, directing and controlling the activities of the entity, which are directors and officers of the Company.
Compensation to key management is comprised of the following:
| Three months ended September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Management and director fees(1) | $ | 595 | $ | 442 |
| Separation benefits(2) | 748 | — | ||
| Share-based compensation | 687 | 1,901 | ||
| $ | 2,030 | $ | 2,343 |
(1) Management and director fees are comprised of salaries, bonuses, benefits and directors' fees included on the Company's interim condensed consolidated statement of comprehensive loss.
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
(2) Separation benefits during the three months ended September 30, 2024 included severance payments to a former executive officer and a former member of the Company's board of directors
As at September 30, 2024 and June 30, 2024, there is $168 and $472, respectively in accounts payable and accrued liabilities owing to officers of the Company. As at September 30, 2024, Accounts payable and accrued liabilities also included $772 owing to a former executive officer and a former member of the Company's board of directors. Amounts due to/from the key management personnel are non-interest bearing, unsecured and have no fixed terms of repayment.
On June 17, 2022, the Company entered into the MSA with Telescope, a related party of the Company. Robert Mintak, the former Chief Executive Officer of the Company and Dr. Andy Robinson, President and Chief Operating Officer of the Company are independent directors of Telescope. Under the MSA, Telescope would provide various research and development ("R&D") services for the purpose of developing new technologies. The Company would fund an initial project for one year under the MSA, which would aim to evaluate the use of captured CO2 in the Company’s various chemical processes, as well as investigate the potential for permanent geological sequestration of CO2 within the lithium brine extraction and reinjection processes contemplated by the Company. Other R&D projects may be performed for the Company by Telescope, as required. The Company incurred $130 and $434 of costs related to this agreement during the three months ended September 30, 2024 and 2023, respectively.
As at September 30, 2024 and June 30, 2024, there is $77 and $147, respectively, in accounts payable and accrued liabilities owing to Telescope. Amounts due to Telescope are non-interest bearing, unsecured and have no fixed terms of repayment.
The balances of receivables and payables with the Company’s joint ventures as of the periods indicated, are as follows:
| September 30, 2024 | June 30, 2024 | |||
|---|---|---|---|---|
| Accounts receivable – unconsolidated affiliates | $ | 1,677 | $ | 848 |
| Accounts payable – unconsolidated affiliates | $ | 4,000 | $ | 4,000 |
As of September 30, 2024 and June 30, 2024, Accounts receivable – unconsolidated affiliates represents receivables from the entities holding the SWA Lithium and Texas Lithium joint ventures for reimbursement of costs paid by the Company on behalf of these entities.
As of September 30, 2024 and June 30, 2024, Accounts payable – unconsolidated affiliates represents received from the entities holding the SWA Lithium and Texas Lithium joint ventures and is held by the Company in a separate account and designated for working capital needs. The maturity of this working capital balance is May 7, 2025.
OUTSTANDING SHARE DATA
The authorized capital of Standard Lithium consists of an unlimited number of common shares and preferred shares without par value.
As of the date of this MD&A, there were 186,576,418 common shares issued and outstanding, 10,683,394 stock options, 2,243,569 deferred share units and 1,357,289 restricted share units outstanding.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and contingent liabilities as at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The critical accounting estimates used in the preparation of our condensed consolidated interim financial statements for the three months ended September 30, 2024 are the same as the key sources of estimation uncertainty disclosed in Note 2 of the Company’s 2024 annual consolidated financial statements.
FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
The Company’s financial instruments consist of cash, restricted cash, receivables, long-term investments, financial assets, accounts payable and accrued liabilities. All of the Company’s financial instruments are classified into financial assets and liabilities measured at amortized cost, other than the Company's investment in Aqualung and the Financial Asset - FID, which are carried at fair value.
All financial instruments are initially measured at fair value plus, in the case of items measured at amortized cost, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. For additional details about the Company’s financial instruments please refer to Note 10 of the Q1 2024 financial statements.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, as appropriate to allow for timely decisions about public disclosure.
As described below, in our assessment of the effectiveness of our Company’s internal control over financial reporting as at September 30, 2024, material weaknesses previously identified as at June 30, 2024, are being remediated, however the Company will require additional control testing to confirm remediation. As a result of the previously identified material weaknesses, management has concluded that, as of the end of the period covered by this report, the Company will be required to perform further testing of internal controls in place in order to confirm that remediation has occurred and therefore the Company’s disclosure controls and procedures cannot be confirmed as being effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act are (i) recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure.
Notwithstanding the previously identified material weaknesses, management believes the financial statements fairly represent in all material respects the Company's financial condition, results of operations and cash flows at and for the periods presented in accordance with IFRS Accounting Standards.
MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal controls over financial reporting as such term is defined in the rules of the National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings in Canada and Rules 13a-15(f) and 15d-15(f) of the Exchange Act in the U.S. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS Accounting Standards.
An evaluation of the Company’s internal controls over financial reporting as at June 30, 2024 was conducted based on the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control—Integrated Framework (2013). This evaluation identified material weaknesses in both the design and operational effectiveness of internal controls over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
STANDARD LITHIUM LTD.
Management’s Discussion and Analysis
For the Three Months Ended September 30, 2024
As at June 30, 2024, management previously reported material weaknesses which management believes are being remediated as at September 30, 2024, but will be required to perform further control testing in order to confirm that these material weaknesses are remediated. Specifically, the Company previously identified a material weakness due to a need for additional personnel with accounting expertise to improve the timeliness and accuracy of financial disclosures, as well as to maintain appropriate segregation of duties and system user access controls. These areas for improvement also pointed to a material weakness in the Company’s formal accounting policies, procedures, and controls related to financial accounting, reporting, and disclosures to achieve complete and accurate financial reporting.
Until they are proven to be remediated, the material weaknesses could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. To address these material weaknesses in future periods, management has developed and executed on a remediation plan aimed at enhancing internal controls over financial reporting. This plan includes: (i) the recruitment of additional accounting, internal audit and finance personnel to improve the overall effectiveness of the financial reporting process; (ii) the revision and implementation of controls concerning journal entry review, user access rights, and segregation of duties; and (iii) the formalization and documentation of accounting policies and internal controls. These improvements have been implemented as at September 30, 2024.
There have been no other changes in our internal control over financial reporting that occurred during the three months ended September 30, 2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
LIMITATION OF CONTROLS AND PROCEDURES
Management believes that any disclosure controls and procedures or internal controls over financial reporting, no matter how well designed and operated, have their inherent limitations. Due to those limitations (resulting from unrealistic or unsuitable objectives, human judgment in decision making, human errors, management overriding internal control, circumventing controls by the individual acts of some persons, by collusion of two or more people, external events beyond the entity’s control), internal control can only provide reasonable assurance that the objectives of the control system are met.
The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
RISK FACTORS
There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company and could cause the Company's operating and financial performance to differ materially from the estimates described in forward-looking information relating to the Company. These include widespread risks associated with any form of business and specific risks associated with the Company's business and its involvement in the lithium exploration and development industry. Readers are advised to review and consider risk factors disclosed in the AIF for the fiscal year ended June 30, 2024 available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EX-99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, David Park, Chief Executive Officer of Standard Lithium Ltd., certify the following:
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended September 30, 2024.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 12, 2024
“David Park”
David Park
Chief Executive Officer
EX-99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Salah Gamoudi, Chief Financial Officer of Standard Lithium Ltd., certify the following:
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Standard Lithium Ltd. (the “issuer”) for the interim period ended September 30, 2024.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 12, 2024
“Salah Gamoudi”
Salah Gamoudi
Chief Financial Officer