T1 Energy Inc. Q1 FY2023 Earnings Call

Welcome to the FREYR First Quarter 2023 Earnings Conference Call. My name is Bruno, and I'll be the operator for today. I will now hand over to your host, Jeffrey Spittel, Vice President of Investor Relations. Please go ahead.

Good morning, good afternoon and good evening. Welcome to FREYR Battery First Quarter 2023 Earnings Conference Call. With me today on the call are Tom-Einar Jensen, our Chief Executive Officer; Jan Haugan, our Chief Operating Officer; Oscar Brown, our Chief Financial Officer; Jeremy Bezdek, President of FREYR Battery U.S. and EVP of Global Corporate Development. During today's call, management may make forward-looking statements about our business. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from expectations. Most of these factors are outside FREYR's control and are difficult to predict. Additional information about risk factors that could materially affect our business are available in FREYR's S-1, and annual report on Form 10-K filed with the Securities and Exchange Commission, which are available on the Investor Relations section of our website. With that, I'll turn the call over to Tom.

Thank you, Jeff, and good morning, good afternoon or good evening wherever you might be around the world. Again, it's a true honor and pleasure for us to present this first quarter and 2023 Earnings Call. This is now FREYR's eighth earnings call since we went public on the New York Stock Exchange on July 8, 2021, which is less than 2 years ago. We will take you through all the notable updates since our last earnings call. This is yet another quarter with significant milestones achieved in a highly dynamic environment. And with the commissioning of the Customer Qualification Plant, momentum is even stronger than before on multiple fronts. Today, we will take you through the activities in February with a core focus on the activities at the Customer Qualification Plant as we move towards FREYR's battery production. We will also dive into specifics around Giga America and the emerging response from Norway and the European government in response to the Inflation Reduction Act. There is a distinct and growing realization from regulators around the world that the energy transition is increasingly urgent and that it can only happen with large volumes of batteries included. Batteries are indeed becoming the new oil. A decentralized, decarbonized and democratized battery supply is becoming the most significant business opportunity in the decade to come. Today, we will show you that we continue our relentless journey towards a deep industrialization partner-of-choice strategy on both sides of the Atlantic as we enter into the production phase of the SemiSolid production platform. Seven weeks ago, FREYR opened up our customer qualification plant in Mo i Rana, Norway. This marks the start of the commissioning of a world-first next-generation battery production facility at gigawatt-hour scale. I am very proud of the team in FREYR who have built and commissioned this facility in less than 3 years in the middle of a global pandemic, supply chain disruptions, market disruption and inflationary pressure. Building a battery company is not trivial, but we are now deep into commissioning this highly advanced industrial scale production line of a next-generation battery solution. Every day, our dedicated experts are punching out discrete commissioning and test packages, and we're closing in on 80% completion in a matter of only a couple of months. I want to remind our investors that commissioning mega projects like an oil and gas platform, an aluminum smelter or, in our case, an industrial-scale battery facility is very time consuming, but also absolutely standard operating procedure. FREYR is, however, deeply cognizant of the core catalysts for the company's further development, and I'm very proud to see that we continue to progress according to plan. In a matter of weeks, this facility will be producing the first batteries through active anodes and cathodes combined together to form our first produced chargeable factory. We will then in a gradual, careful but relentless manner increase production of battery cells, increase speed of production, improve yields, increase uptime, reduce scrap rates and improve battery design over time. While we are impatient in our quest for producing world-leading batteries, we deeply respect the vastly complex and integrated challenges battery production represents. Our Chief Operating Officer, Mr. Jan Haugan, who has been responsible for building and operating multiple oil and gas platforms in the North Sea and the world's largest aluminum smelter at Aker, will today take you into the specifics of this. Moving forward, we aim to regularly provide our investors with deeper technical data to support increased understanding of the very exciting and critically important but still reasonably nascent battery indices. Capitalized further by the extremely favorable Inflation Reduction Act, I'm equally pleased to announce that today we are providing details around our Giga America project and we're now targeting 38 gigawatt-hours in nameplate capacity in a phased development with final investment decisions targeted later this year. We target start of production for this project during the summer of 2025, and we're advancing the path forward in our project-level equity efforts with a broad range of strategic and financial investors for the initial phase of the project. Our President of FREYR Battery U.S., Mr. Jeremy Bezdek, will take you through the details of this highly valuable asset, which have an initial value estimate of up to USD 8 billion after tax for the 10-production-line project. Jeremy, in his role as EVP of Global Corporate Development, will also take you through the progress we are making with strategic partners through a deeper dive into our recently announced Energy Transition Acceleration Coalition. I'm also very pleased to see that the EU's response to the Inflation Reduction Act is starting to yield significant results with Germany, France and Spain announcing billion-dollar support packages late last week. Norway will provide solutions deeply aligned with the EU's response and we are well-positioned as the leading battery company in Norway, and we have strong signals from an integrated dialogue with the Norwegian government. Norway's National Battery Strategy, which was launched in June last year at the Giga Arctic site, and based on recent formal feedback from the Ministry of Trade and Industry, we are optimistic that the strategy will turn into action before the summer. Jan Haugan will take you through how we are continuing to develop Giga Arctic, which is emerging as Norway's largest land-based industrial project, and therefore a catalyst for the energy transition in the country. Finally, I'm very pleased to announce FREYR's Inaugural Capital Markets Day where we will host our investors on the New York Stock Exchange on June 27 later this year. During this event, we will, among other things, dive in a live way-stream from the customer qualification plant to showcase battery manufacturing live at the SemiSolid production platform, deep dive into technical milestones and catalysts, provide in-depth reports on our increasing and accelerating strategic commercial and financing efforts. Let me take this opportunity to remind our investors about the unique exposure FREYR offers to the accelerating and largest secular shift in human history. FREYR was founded based on the notion that clean battery solutions are the core catalyst for the urgently required energy transition. In a world where the ambition is to limit global warming to 1.5 degrees C, relative to current trajectories of almost twice that level, more than 70% of all decarbonization efforts have batteries included. Let me say this again, more than 70% of all decarbonization efforts have batteries included and everything that can be electrified will have to be electrified, and it will not happen without batteries. An enormous amount of them. This same world is one where regional energy security and resiliency is increasingly required while we still find ourselves in a situation with more than 80% of all battery and battery material supply coming out of China and Asia. Analysts, estimators and others are systematically underestimating the required pace of change and regulators are increasingly playing catch-up to targets and other ambitions. The Inflation Reduction Act and the temporary crisis transition framework in Europe is not a subsidy war. It is a recognition that we need a step change in deployment of clean technologies if we're going to be in striking distance of safe temperature levels for mankind. With this backdrop, FREYR is partnering with global companies across the entire battery value chain, which not only represents massive commercial opportunities for the company, but also combined with constant improvements in cost position over time. The lithium-ion battery is a technology, not a cure, and it will, therefore, constantly improve through learning curve effects. And while every battery that will be produced will be sold, FREYR is taking a position with the technology that offers a step change in performance and cost while offering deep additional improvement potential over time to ensure that we can always stay at the left-hand side of the cost curve. Now that we are starting operations of a highly automated and significantly simplified battery production process through the 24M platform, FREYR intends to accelerate the development of its proprietary in-house AI and digitally enhanced simulation system. Battery design and production represents the next frontier in AI-supported production with the potential to dramatically improve future battery cell performance as well as testing and production lead time in deep collaboration with globally leading companies such as Siemens and its partners NVIDIA and Amazon Web Services. As a New York Stock Exchange listed company, we are now entering into a very exciting period with multiple near-term catalysts that should be welcomed by our investor community. As one example, the value from the Production Tax Credits under the Inflation Reduction Act for our Giga America Phase 1 project alone has a value of close to 2.5x FREYR's current market capitalization. The value from the project comes on top of that. The responses from the European Union will generate additional triggers as we enter into live battery production, converting existing conditional offtake agreements, locking in competitive non-dilutive financing and building production capacity in multiple geographical regions. We are now a company with an operating battery facility. We're creating real optional value, and we are as excited as ever about the future. However, all of this is obviously based on our ability to produce high-quality batteries at high speed and low cost. So with this, let me now hand it over to Jan Haugan, our Chief Operating Officer and President of FREYR Battery Norway. Jan, over to you.

Thanks a lot, Tom, and hello to everybody listening on the earnings call. I'm now going to give you the latest update on our operations. And as a regular and recurring topic, safety first. I'm glad that I can say that we have another quarter without any reported serious safety incidents. However, we have reported one incident in late April, in addition to the three that we have reported in the first quarter. All four hydrogenation incidents, or hypos as we label them, were related to lifting operations by subcontractors at the construction site in Mo i Rana. The last one was still being lifted; a 400-kilo load came in contact with a sling and fell to the ground from a 3.5-meter height level. Luckily, nobody was hurt. Investigations of these incidents are carried out by independent experts and we are openly sharing the key evaluations and learnings with all our contractors and partners. We are now intensifying our efforts to gather reports of unwanted incidents to enhance our ability to predict potential safety risks in the future. We have currently around 170 people working at our two sites in Mo i Rana. Approximately 70 of those are at the customer qualification plant and close to 100 at the construction site for Giga Arctic. We plan to sustain that level of activity until the summer vacation in July. FREYR Operations Group comprises nearly 50 individuals in Mo i Rana representing 16 nationalities. And we have been transparent in our previous earnings calls that we are not immune to the challenges of the place. We have complex deliveries from 16 different global suppliers. These suppliers were performing individual factory acceptance tests, and we are now well into the final site acceptance testing after having installed and mechanically completed 35 production line machines. We have also put in place 31 systems related to the building and infrastructure, which is tailor-made for the battery factory. The complete customer qualification plant is divided into a total of 388 discrete commissioning and testing packages. These are all individually verified against the technical specifications and any deviation and/or needed corrections are uniquely tracked in our comprehensive project completion system. We utilize a work process and system tool that has been implemented as a copy-paste from the most complex and challenging offshore and international industry projects delivered by our project execution experts that have in-depth experience with this type of methods and systems. Currently, 296 of the 388 discrete test packages have been completed and are being handed over to the operations team. And as we speak, the ramp-up of order handling and slurry mixing is gradually picking up efficiency. This is a careful and defined process where the predefined standard operating procedures are verified and updated based on collaboration with our own process operators and engineers from the respective suppliers. A total of 277 standard operating procedures are designed to run the production line with 14 operators at day shift and 9 operators at the second shift when the plant is gradually moved from semi-automatic to fully integrated operations. The integrated control room will be able to collect data from a total of 5,100 digital sensors in the plant. Safety and loss prevention design is built into the control system. And in the initial phase, we realize that there will be interruptions that will occur due to false alarms from sensors that need to be fine-tuned and calibrated in order to meet the safety design that we have defined. South Korean contractor Hana Tech did complete the commissioning and site testing of the formation and aging section. Now the operations team has taken over control of this part of the plant. In the last month, all upstream systems, that is from the warehouse through the powder handling, slurry mixing and into the formation are now being commissioned and handed over to operations and are in good progress. Operations are currently running powder handling and slurry mixing based on an inert solvent, pending the introduction of active electrolyte into the slurry. This is the main feature of the 24M technology. The core equipment of a SemiSolid platform is the SemiSolid unit that is delivered by Mpac Lambert in the U.K. As noted previously, this is the delivery of the critical part towards the first battery production. As of today, the assemblies are mechanically completed and sequential tuning of the integrated unit is ongoing. This is a complex activity and all measures are taken to avoid any damage to the precious mechanical equipment. On the next slide, you will see the latest update on Giga Arctic construction site. In our last market update, the civil contractors have continued the operations as planned. The photo at the left is from November last year. At right, you can see the latest drone picture. The building and infrastructure contractors are continuing at the upstream buildings on the picture. Project engineering is continuing with front-end loading of the design of the production line equipment with focus on more detailing of the integrated production control system, now with the involvement of Siemens digital experts following the frame agreement signed last month. Finally, before I give the word to Jeremy, please let me again use the opportunity to note that our ongoing field engineering, our product line equipment and continued design development of the Giga Arctic is managed in close cooperation with the scoping of the Giga America plant. Currently, FREYR has strengthened the integration and interaction between Norway and the U.S. activities by virtual collaboration in the data models at first, pre-engineering and project execution planning on the phased plan development in the U.S. This was the operational update today. And now I give the word over to Jeremy for an update on Giga America.

Thank you, Jan. It is definitely an exciting and interesting time to be in the energy transition space and specifically with the great opportunities that are in front of us as a company. The strategic partners with which we are involved bring capability and momentum that help us define our role and pursue success in this generational transition. As we discussed in February, during our fourth quarter update call, we were evaluating options to accelerate the Giga America project. The team over the last 3 months have devised the project plan that will enable us to bring 2.5 gigawatt-hours of capacity online by the summer of 2025, followed soon after by the larger plant that we have been discussing previously with the start of production during the summer of 2026. We are labeling the combination of these two projects as Phase 1 as we, of course, have additional visions of growth for the Giga America business and specifically for the Georgia site. But we are dividing Phase 1 into Phase 1a and 1b to reflect the two different financing processes with different starter production timing. The total capacity of the cumulative Phase 1 is 38 gigawatt-hours, as Tom had mentioned before. To fund the CapEx needed for Phase 1a, we have initiated a formal process working with a financial adviser where we have engaged multiple strategic partners within the fair ecosystem as potential strategic investors at the project entity. We are striving to fund all the CapEx requirements of that phase through this formal funding process. Currently, we have multiple parties in the data room conducting due diligence, and we hope to be able to update our progress over the coming weeks and months. We have completed the financial model for the entirety of Phase 1 broken out between Phase 1a and 1b, and the net present value and returns of the projects are quite attractive. Phase 1a, which includes the process design upgrades that we plan to do after completion of the 1a project, is modeled with an estimated NPV of over $1.4 billion. We believe Phase 1b will generate an NPV of $6.6 billion. The total NPV of the Phase 1 cumulative project sits at $8 billion with $2.5 billion of that projected NPV coming directly from the production tax credits defined in the Inflation Reduction Act. We believe the generation of these credits specific to the energy storage market in which we participate are well-defined with the remaining uncertainties related to the EV credit. We are also confident in the certainty of the IRA program seeing its way to completion in 2032. However, as you can see from the numbers, even without the production tax credit, the Giga America Phase 1 project is economically quite attractive. I would like to make one final point to clarify the Phase 1a investment process we are undergoing currently detailed on Slide 10. We are raising money at the project level entity, which will be a company that sits below the U.S. holding company within the FREYR corporate structure. We believe it's attractive for our strategic partners to own project-level equity and we believe this is also attractive to shareholders of FREYR at the public entity level due to the significantly less dilution that occurs with this strategy. We will continue to define the project scope for Phase 1a of the project hoping to accomplish the final investment decision by early fall this year. This FID timing will coordinate well with the timing of the fundraising process. I also wanted to speak briefly about the Energy Transition Acceleration Coalition that we announced at our Chapter 1 event in Norway at the end of March. We are fortunate to have strategic partners such as Glencore, Caterpillar, Nidec and Siemens participating with us in this coalition. We are all aligned that the acceleration in scaling clean battery production will be key to advancing the energy transition. Since the initial announcement, we have had multiple inbound conversations with additional partners that expressed an interest in the coalition, and we are currently working through a selection process to add some additional names in other key parts of the value chain. Additionally, we are kicking off the steering committee for the coalition at the end of May, where we will be identifying key work streams that will be attacked by members of the partner companies within the coalition. We will be taking on problems and opportunities that exist across the battery value chain with a collective effort to solve them faster while also identifying commercial opportunities for each of the members of the coalition. We will continue to provide updates on the progress of the coalition regularly as we move forward. Thank you for your time today. Jan, back to you.

Thanks a lot, Jeremy. On Slide 12, our team managing our strategic sourcing progressed further in securing our raw materials. For our Customer Qualification Plant, all materials are secured; materials for the ramp up are now stored at our warehouse at the Mo i Rana site. FREYR has increased efforts in developing a more regionalized supply chain as reflected in the risks related to global supplies of raw materials for battery production. FREYR has increased the effort in developing a more regionalized supply chain as we reflect on the risks related to the global supplies of raw materials to battery production. As noted in previous earnings calls, FREYR has a joint development agreement with the Finnish Minerals Group of Finland. The ambition of this partnership is to develop a business case for an energy plant outside the City of Vaasa in Finland as a common approach. We have also secured a major share of our raw materials needed for the Giga Arctic. To prepare for Giga America acceleration, we have started the process to set new volumes by approaching close to 20 suppliers, including some U.S.-based suppliers. Expanding contracts made already for Giga Arctic to global supply contracts, including Giga America, has been our focus. Our suppliers are reacting very positively and see that this is an additional chance for them. Thus, we expect that we can and will secure raw material contracts for Giga America before the final investment decision. As can be seen from this slide, we are in dialogue with several suppliers for alternative sourcing and the technical qualification of alternative products and materials is well underway in FREYR's testing facilities in Fukuoka, Japan as well as in collaboration with 24M partners. By this, I hand the word over to Oscar, who will give us a financial update.

Great. Thank you, Jan. Moving now to Slide 13, the financial update slide of the earnings deck. I will review our financial results for the first quarter of 2023 as well as provide an update on our financing initiatives. For the first quarter ended March 31, 2023, FREYR reported a net loss of $13 million or $0.09 a share compared with a net loss of $35 million for the same period last year. The net loss improvement for the company's most recent quarter compared to last year was a result of a slight positive noncash gain on our warrant liability fair value adjustment due to changes in our stock price from the end of the year versus the first quarter and a noncash loss last year. In addition, the company reported a $16 million foreign currency transaction gain for the first quarter of 2023 on the back of a strong U.S. dollar versus a slight loss for the same period in 2022. More importantly, the company reported higher general and administrative expenses as well as higher research and development costs for the first quarter compared with the same quarter last year. Logically, this is a function of our larger organization which is managing more products around the world. The first quarter of each year is also cost heavy compared with the remaining quarters of the year due to costs related to year-end audits and other one-time costs and accruals. For the full year of 2023, we continue to expect our overhead costs to remain around the previously disclosed run rate of less than $95 million per year at the company's current level of activity. This activity is supporting the accelerated development and project level financing of Giga America, completing and ramping operations of the customer qualification plant, continuing the measured pace of progress at Giga Arctic and its related financings and other business development activities. Regarding our cash investment rate liquidity, we spent net cash of $88 million in the first quarter compared with $107 million during the fourth quarter of 2022 and $41 million a year ago in the first quarter of 2022. We ended the first quarter of 2023 with $475 million of cash, cash equivalents and restricted cash and no debt. As shown on the financial update slide in the earnings deck, naturally, cash was spent on corporate overhead, operating expenses and capital expenditures, primarily supporting the customer qualification plant and Giga Arctic, the early development activity of Giga America and other business development activities. Capital expenditures of $64 million were split roughly 25% for the Customer Qualification Plant and test center and 75% for Giga Arctic. Remaining capital expenditures payable for the Customer Qualification Plant and test center should be paid in the second quarter of 2023 as all plant equipment was delivered in time for the CQP opening in late March. While the Board has approved some additional expenditures for Giga Arctic, the timing of those expenditures depends heavily on the timing and scale of the Norwegian response to the U.S. Inflation Reduction Act, so we are not providing any guidance at this time. Assuming a reasonable response, this will allow us to reconsider the capital stack for the project. In the meantime, we're highly focused on the operational ramp of the CQP and the acceleration of the Giga America project. As previously mentioned, the U.S. Inflation Reduction Act Section 45 production tax credits begin declining in the year 2031 and will be completely phased out by the end of 2032. So time is of the essence. Partnering in the U.S. is key to our financing and development plans with farming down an interest in the project as a primary funding source for the first two production lines. As this project has always been positioned as a joint venture, we view project-level equity raised in the farm-down process as non-dilutive and, in fact, should be a very positive value read-through to the parent company given where our stock is trading today. The partner using partner equity to fund the first two production lines will allow us to move much more quickly in getting batteries to market and allow us to take advantage of the lucrative merchant market versus traditional financing routes, which require long project financing processes and potentially discounted long-term offtake agreements. That said, we have also already begun early discussions with the U.S. Department of Energy Loan Programs Office regarding financing of Phase 1b of Giga America which is the 8 additional production lines in the future upgrade beyond the first 2 lines. In addition, we have begun discussing the same with the project finance banking community. Terms, timing and cost will, of course, ultimately drive our decision as to which option we choose with our partners for the debt component of this phase of the project. But to be very clear, we expect the farm-down process alone to raise sufficient capital to get the first 2 lines of battery production in the U.S. up and running. As a reminder, we received an excellent package of incentives from the state of Georgia and Coweta County, totaling around $410 million tied to capital investment and employment targets for Giga America. While most of these incentives are tax abatements, there are grant components. As expected during the first quarter of 2023, we received a $20 million grant from Coweta County. This grant was booked directly to the balance sheet with an offsetting long-term obligation to reflect the requirement for us to hire a certain number of people for the project over time to keep the grant. So while we received the cash in the bank, you will not see it flowing through the income statement or cash flow statement at this time. We have also obtained approval to receive $7 million from the state under a similar construct and are just awaiting disbursement. Globally, we are pursuing additional grants under programs in the EU, Norway and in the U.S., and we'll keep investors posted on any developments in future quarters. We will continue spending on Giga Arctic and Mo i Rana at a measured pace as we anticipate a response to the IRA from Norway now that the EU has approved a basic framework. While we have already received indications of interest to provide project financing support from export credit agencies in the form of potential debt guarantees and the European Investment Bank and the Nordic Investment Bank in the form of direct project loans, the Norwegian response to the IRA is critical to ensuring Giga Arctic global competitiveness. We are highly encouraged by the now very specific support programs announced last week by Spain, Germany and France for projects in their countries. We expect more EU and EEA countries to follow suit. The potential favorable impact on the economics of all our projects from the incentive programs in the U.S. and the potential response in Norway is significant. While we have a long list of stakeholders at FREYR, allocating capital to the highest return projects is central to our financial policy. Despite these long-term activities, our primary focus in the near term is getting the customer qualification plant producing testable batteries as soon as possible. This is key to validating the 24M SemiSolid platform at giga-scale and an important de-risking event from a customer and financing perspective. We continue to field and evaluate capital formation opportunities and interest from a wide range of existing and potential commercial, strategic and industrial partners as well as financial institutions. This interest appears to be driven by the widespread belief and the robust fundamentals behind the long-term expected growth of battery demand for both energy storage systems and the EV markets and the incredible progress FREYR has made to date since its New York Stock Exchange listing less than 2 years ago. We are striving for partners who believe in FREYR's mission and can grow along with us as we evaluate and take on projects like Giga Arctic, Giga America, the potential for upstream integration, our entrance into the mobility market and other opportunities. Again, our U.S. initiatives, the Inflation Reduction Act and the CQP opening in March have acted as catalysts for such discussions as evidenced by the excellent response so far to our farm-down process in the U.S. I should also say again that the Section 45 provisions in the IRA that relate to battery cell and module production tax credits are very significant and very simple unlike some of the perceived complexities around the EV-related incentives that required Treasury Department clarifications. Produce a battery module in the U.S. using raw materials from anywhere in the world and sell the finished product anywhere in the world and you earn Production Tax Credit. It's quite straightforward. The other simple math is that for every gigawatt hour of annual production in the United States, the company would generate $35 million of tax credit for battery cells and $10 million of tax credits for modules. The 5-year direct pay option turns tax credits into cash regardless of how the tax credit monetization market develops over time. These numbers get quite large when one considers a factory with 38 gigawatt hours of nameplate production capacity. In any case, we are grateful for the ongoing support of all our financial and industrial partners and especially our shareholders as our progress on all fronts as well as the continuous improvement in the demand outlook for our products and the urgency of addressing climate change, localized energy security and energy costs being demonstrated by businesses and governments around the world. With that, I turn it back over to Tom for additional comments.

Thank you, Oscar, Jeremy and Jan. My job is becoming increasingly easier with such a dedicated professional and capable team. Thank you to you all and all the FREYR employees for all the hard work you put in every day. As you have heard, we're moving forward at full speed towards large-scale battery production based on the urgent need for sustainable development. Speed, scale and sustainability was, is and will continue to be the strategic pillars of the company as we accelerate towards clean battery solutions. We have the people, we have the assets, we have the technology, we have the market, and we have momentum. As always, we will focus on what we can improve. Keep an opportunistic approach to value creation, augment our industrialization partner-of-choice approach and constantly add partners, customers, investors and professionals. Let me now move to the final slide before Q&A and also offer my sincere gratitude and appreciation to all of our investors and shareholders. We are hosting FREYR's Inaugural Capital Markets Day on June 27 at the New York Stock Exchange, Chapter 2 in FREYR's development. We are excited about inviting our investors and shareholders to this event 2 years after that special moment when I pressed the green button on the balcony. We will provide live stream from the customer qualification plant and showcase live battery manufacturing of the SemiSolid production platform and show updates on the Giga Arctic construction. We aim to set a new benchmark in how a battery company should communicate milestones and technology progress as the nascent factory industry will benefit from increased understanding and insights across the entire ecosystem. We will therefore deep dive into technical milestone and catalysts, provide in-depth reports on our increasing and accelerating strategic, commercial and financing efforts and maybe just maybe provide a surprise or two. Finally, I would like to thank our investors for your support and your patience. We will revert with invitations and further details, but stay tuned. We are coming to a theater near you. My final advice to you all is as always to stay long or should I rather say, go longer. Life is not boring and definitely not intended to be short. With this, let me hand back over to Jeff or the operator to guide us through the Q&A. Thank you for your attention. Jeff?

Thanks, Tom. Operator, we're ready to open up the line for questions.

Our first question comes from Gabe Daoud from TD Cowen.

Thanks for all the great detail and prepared remarks. I was hoping maybe — can I just get a clarification or maybe just a little bit more color on when we could expect fully automated cell production from the Customer Qualification Plant? Is it — I guess, is it third quarter at this point?

Well, thank you for that question. As we are stating in our prepared remarks, we are getting ready to produce the first active electrodes, both cathode and anodes, and then we will gradually produce more and more of them. As you know, when we're scaling a battery facility with a first-in-kind technology, even though it's already a triple-digit megawatt power scale in production in Japan, we are increasing the automation speed and increasing the size of the facility to gigawatt-hour scale. So we want to take the steps forward to ensure that we get everything right. We will start off by producing active electrodes within a matter of weeks, then we will gradually increase that and will improve the machinery. So during the course of the year, we will definitely be speeding our production, speeding up battery cell manufacturing and getting into the catalysts and milestones that we require to satisfy the conditions precedent in the offtake agreements that we have. Exactly when we will have fully automated production at what speed and what yield and what uptime is something that we will provide more color around in our Capital Markets Day update. But it's definitely going to be a gradual approach. The good news is, we are getting ready to produce the first active electrodes with this new larger thicker electrode and battery that we are producing in the customer qualification plant and as we have all moving forward, we will provide additional updates as to when you can expect increased speed, increased yields, increased uptime and reduced scrap rates, etc. This is something that we will get back to in more detail during the Capital Markets Day on the 27th of June.

That's super helpful. Looking forward to those details. Okay. And then maybe just shifting to Giga America, you mentioned the two new phases here just splitting out between Phase 1a and 1b. So for 1a, the first two lines, do we just think about it as maybe $125 million or so for those two lines? And just given prior comments on CapEx requirements per gigawatt hour of output. So $125 million for those two lines? And then how much should we expect FREYR to sell down in terms of ownership of those two lines?

Well, so — and Jeremy, you can weigh in here, but just sort of a general comment. As we are alluding to, we are now announcing a 10-production-line total facility. It will be built in two phases. And obviously, there will be certain upfront investment costs and infrastructure costs and building costs, etc. We will host the first two initial lines, and then we will upgrade those gradually, and then we will add the additional eight lines on top of that and of course, build more upstream and downstream equipment as we go along. We are not guiding specific CapEx at this point, but we will be providing more color and detail around that as we focus on the FID. But maybe, Jeremy, you can talk a little bit more about the quantum of capital that we're targeting to raise and provide some more nuance to this to our investors.

Sure. Happy to do that, Tom. And Gabe, to your question, this financing process that we have kicked off about, I guess, almost a month ago now, we're hoping to raise north of $800 million, but that is obviously not just CapEx related. It includes the burn rate over the next several years for the Giga America facility. It also includes some of the pre-spend infrastructure for the second plant, as we talked about. Working capital requirements for the project and not to mention, I mean, we're building a big team. We have 20 U.S. employees today, and we'll be building to 300 employees over the next couple of years. And so costs associated with that. So as Tom said, we'll be providing guidance on the CapEx later but included in that raise will be, again, all at the project level. And so we're excited about the engagement we've had so far, both with strategic partners and some financial sectors as well.

Just to give you some context, Gabe, the customer qualification plant is a single-line facility with limited upstream and downstream, and it's a brownfield because it's not meant to run 24/7 and that kind of budget you referenced is more in line with the CQP. This two-line full capacity, full upstream and downstream meant for 24/7 commercial operations will be bigger than that, obviously.

Yes. Got it. Got it. Okay. All that makes perfect sense. Just the last one for me. On Slide 9, we talked about the NPV coming from IRA tax credit. Could you maybe just give us a little bit more color around that, any expectations or what the assumptions are in terms of FREYR keeping the entire credit or you're sharing that amongst some other parties? Any more help there on that $2.5 billion of NPV from IRA would be helpful.

Yes. So maybe I can just give some color on it. We've modeled, of course, our perception of the market moving forward. We fundamentally believe in a structurally tight market, particularly in the energy storage space. We are thinking merchant pricing at least for the initial phase of the project since we're going to project-level equity financing going into it. We are assuming a set of CapEx numbers that we are now validating and updating and benchmarking to global benchmarks. We're also seeing some deflationary pressure happening in the market, and we're trying to capture that as we're building out larger facilities. As you can imagine, we will be parallel developing both Giga Arctic and Giga America, which gives us purchasing power in terms of how we are sourcing our production line equipment and moving forward generally. We will, of course, when we enter into project finance for the subsequent phase, Phase 1b and the larger eight-line facility, part of that will be DOE loan supported as well as project finance supported. So we have reflected the lower pricing that we probably have to accept when we enter into longer offtake agreements to support the project finance of that phase of the project. When it comes to the division of the Production Tax Credits, it's a little bit too early to tell how that will play out. What we are observing in the market is that our customers now have quite deep incentives to develop stand-alone battery storage projects, which, by the way, is a record high both in stand-alone battery storage projects as well as solar-plus-storage projects, and that is pre-IRA. The incentives to establish these facilities in the U.S. are actually quite significant. We have inbound requests from potential customers to actually share those investment tax credits with us so that they can secure battery supply developed in the U.S. So I think the jury is out in terms of how much is divided and how that Production Tax Credit ultimately filters through to the market. It's clearly a function of demand and supply at the end of the day. We do see demand really, really high. The key question is who is able to produce supply in a timely manner. We have a head start in the sense that we are starting up our customer qualification plant, which is an industrial scale production line, and both Giga Arctic and Giga America are multiple replicas of that. With the blueprint established for Giga Arctic, we have a flying start into the development of Giga America. So we really are looking quite favorably upon the future. But as we mentioned, we see the net present value of this project on a full 10-line capacity basis at $8 billion, of which $2.5 billion is the gross net present value from the production tax credit, and then we'll see how that all manifests itself over time.

The only nuance I would add is that the $2.5 billion of the $8 billion assumes full realization of both the cell production credit and the module production credit in that number. So that's what's in the model today.

Our next question comes from Gregory Lewis from BTIG.

Yes. Thank you, and good morning, good afternoon, everybody. Tom, thank you for the slide on outlining the strategy for Giga America. I was hoping for a little bit more clarity around Phase 1a in terms of the size. It seems like the nameplate capacity for that line is a little bit smaller than it seems like it's going to be in the back as we move forward. Any color around that? Was that a function of speed to market? Availability of the supply chain supporting that, funding? Any color you can give around that, given that it seems Phase 1a is a little bit smaller than what the average line is going to be going forward?

Thanks, Greg. So just a quick response. Bear in mind that the 24M technology, as many battery technologies, evolves across generations of production technology. Those generations tend to increase in speed of production over time. We are starting up with what we label Generation 2, and that is what we have the plant built at the customer qualification plant. That corresponds to a certain speed of production when it's operating at mature capacity. We are implementing Generation 3 later, which is a significant increase in speed of production. That increases the throughput speed of an installed capital expenditure unit. So the first two production lines after upgrade will be more like 8 gigawatt-hours of capacity when they are upgraded to Generation 3. So that's a little bit more color around that. On the CapEx side, we will raise at the project level the equity required to build the initial two production lines of Generation 2. We will also upgrade those production lines at a later stage, which is embedded in what we're raising capital for. We will gradually replace Generation 2 lines with Generation 3 lines. For your benefit, we are producing LFP batteries, large pouch-based cells which we will ultimately embed into modules largely for the energy storage market, but also increasingly for e-mobility applications as we announced earlier this year with conditional offtake agreements in that regard. So that's a little bit how you should think about this. If you average out the numbers previously stated relative to a number of production lines, I agree that 2.5 gigawatt-hours seems low, but that is because it's Generation 2 which will be upgraded to Generation 3. Energy density differences between LFP and NMC also affect the energy throughput. Hopefully, that provides additional color.

Our next question comes from Philipp Koenig from Goldman Sachs.

I guess my first question is on the progress of the CQP. When do you envisage that you can post finished actuals, when can you send those sample cells to your customers and reach the validation level that will sort of unlock the final investment decision for Giga Arctic? How many months out are we from that point in time? And what is the visibility you have on that process? My second question is on the U.S. part on Phase 1a. How dependent is that facility and that financing process on progress at the CQP and are they interlinked in the same way so we can think of a similar timeline? And my last question is just on the CMD — will that be very much focused on the technology, or will it be more focused on Giga America? Any more color on the event would be much appreciated.

When it comes to moving from commissioning the customer qualification plant to electrode production to high-speed throughput of qualified batteries that unlock conditional offtake agreements and therefore financing, we are moving into that production phase now. We are weeks away from producing our first active electrodes, meaning that we can charge and discharge batteries essentially from products produced at CQP. Then we will, in a careful manner, increase the number of electrode pairs that we're producing, putting them into an increasing number of batteries and increasing the speed at which we're producing them. During that time, we will encounter issues and challenges that we have foreseen, and as we've mentioned before, we have identified more than 1,500 potential standard operating procedures to address potential errors in production as we move along. We're well prepared for the issues that come. It's a bit hard to be very specific on when exactly we will have a sufficient amount of testable batteries that will unlock the offtake agreements, but we expect in the coming weeks and months to increase speed quite dramatically in producing testable batteries. We're also integrating our customers deeply into the testing regimes that we're doing on site and will do third-party testing of the same batteries. So you should expect our timelines for unlocking additional financing to be in the coming weeks and months. Regarding how this filters through to Giga America financing, clearly our customers and investors will want clarity and comfort around our ability to produce batteries with relevant technical milestones and metrics. But they are also aligned with the strategic intent of unlocking the energy transition. It will be a phased approach with stakeholders, and there will be a link to our ability to produce batteries, but we're talking about unlocking these things in a significant manner in the not-so-distant future. On the Capital Markets Day, we will provide additional color not only on the technology but also on strategic, commercial and financial partnership discussions. We aim to be very transparent about our technical milestones and to provide details around yield metrics, speed metrics, uptime metrics, scrap rate metrics, etc., as appropriate as we move forward.

Our next question comes from Julien Smith from Bank of America.

This is on behalf of Julien. A follow-up to one of the earlier questions on the NPV math: when we think about the distribution of the $2.5 billion of tax credits, how much of that is reflected in Phase 1a versus 1b, given 1a runs ahead? How quickly would that NPV move depending on your FID timing?

Jeremy, do you want to chime in on this one?

We have looked at the model and the breakdown of the credits. It's not only timing but also capacity. While 1a has a timing advantage, it's likely about a one-year advantage versus the capacity delta for 1b. We see roughly 65% to 70% of that $2.5 billion in 1b and the remainder coming in 1a. When you look at 38 gigawatt-hours of capacity and you have 8 of it coming in 1a after the upgrade, which happens later, the larger share of the credits is in 1b.

That's super helpful color. Maybe shifting back to Giga Arctic. You mentioned the capital spending cadence and that you expect something as early as summer tied to the Norwegian response to the IRA. What exactly are you waiting for, and how do you think about that translating to how you're willing to allocate capital?

You're referring to the Norwegian response aligned with the EU temporary crisis transition framework. The EU has provided high-level responses and that is now manifesting into specific support packages for giga factories in countries like Germany, France and Spain, announced recently. The Norwegian government stated that its support packages will align closely with those of the EU. We have been specific in our dialogue with them about what competitive support packages are needed to unlock scaling of giga factories for the kind we are building and have been provided with formal feedback that such clarity will be provided before the summer — in this context, technically by the end of the second quarter. These are weeks away from providing more clarity. On the second part, as Oscar said, we are prudent when it comes to releasing and spending capital even though we have a strong balance sheet, and we clearly need to raise additional capital for projects like Giga Arctic and Giga America. For Giga America, we are pursuing project-level equity. For Giga Arctic, with government support, we will move towards unlocking project finance later this year. Depending on what support package comes through, we will evaluate and then provide specifics on how we push the project forward. In the meantime, we continue to develop Giga Arctic at a measured pace. The plant is developing and a large facility is coming together; we'll continue moving forward in close lockstep with the development of the government incentives.

We currently have no further questions. I would like to hand the call back to Jeffrey Spittel for final remarks. Please go ahead.

Thanks, Bruno. Thank you, everybody, for your time and attention and the thoughtful questions. We'll be available for follow-ups for the rest of the day and the week. We look forward to seeing you on the road very soon and we're looking forward greatly to hosting everybody at the New York Stock Exchange on the 27th. We'll speak to you soon. Thanks.