AMG Critical Materials N.V. Announces Changes to the Composition of its Supervisory Board

Feb 27, 2025

Amsterdam, 27 February 2025 (Regulated Information) — The Supervisory Board of AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) resolved during its meeting on February 26, 2025 to propose to the General Meeting of Shareholders to make the following changes to its composition.

At the Annual General Meeting (“AGM”) on May 8th, 2025, Professor Steve Hanke, Chairman of the Supervisory Board, will have served twelve years on the Supervisory Board of AMG when his current term ends. Professor Hanke will therefore retire from the Supervisory Board given the term limits for Supervisory Directors under the Dutch Corporate Governance Code. The Supervisory Board is deeply grateful for the long service and dedication to AMG by Professor Hanke. Before becoming Chairman in 2019, Professor Hanke was a long-serving member and Chairman of AMG’s Audit & Risk Management Committee and has been a major contributor to the excellent quality of AMG’s risk management system and process and AMG’s executive leadership team. Also at the Annual General Meeting on May 8th, 2025, Mr. Herb Depp, Chairman of the Remuneration Committee, will have served twelve years on the Supervisory Board of AMG when his current term ends. Mr. Depp will therefore retire from the Supervisory Board given the term limits for Supervisory Directors under the Dutch Corporate Governance Code. The Supervisory Board is deeply grateful for the long service and dedication to AMG and the contributions as Chairman of the Remuneration Committee by Mr. Depp.

Given the retirement of Professor Hanke as a member and Chairman of the Supervisory Board after the Annual General Meeting in May 2025, AMG is very pleased to announce that the Supervisory Board has unanimously resolved to appoint Ms. Dagmar Bottenbruch, currently a member of the Remuneration Committee and a member of the Supervisory Board since 2019, as Chairwoman of the Supervisory Board as of May 8th, 2025 after the Annual General Meeting.

Mr. Willem van Hassel, Vice Chairman and a member of the Audit & Risk Management Committee of the Supervisory Board, will have served eight years on the Supervisory Board in May 2025 when his current term ends. AMG is very pleased to announce that Mr. van Hassel will make himself available for reappointment for a term of two (2) years. The Supervisory Board will nominate Mr. van Hassel for reappointment by the General Meeting Shareholders on May 8th of this year as an independent member of the Supervisory Board for a term of two (2) years to continue his critical work as Vice Chairman and expert in Dutch corporate governance matters.

Mr. Warmolt Prins, a member of the Audit & Risk Management Committee and SSS Committee of the Supervisory Board, will have served four years on the Supervisory Board in May 2025 when his current term ends. AMG is very pleased to announce that Mr. Prins will make himself available for reappointment for another term of four (4) years. The Supervisory Board will nominate Mr. Prins for reappointment by the General Meeting of Shareholders on May 8th of this year as an independent member of the Supervisory Board for a term of four (4) years to continue his critical work as an expert in financial and sustainability reporting and auditing matters.

Given the vacancies created by the retirement of Professor Hanke and Mr. Depp, the Supervisory Board is pleased to announce that it will nominate Mr. Rob Jeffries as an independent Supervisory Board member for appointment by the General Meeting of Shareholders on May 8th, 2025 for a term of four (4) years. Mr. Jeffries (male, born 1963) has US citizenship and brings highly relevant experience in the field of investment banking, corporate finance, and capital markets. His most recent assignments include Vice Chairman at Barclays plc as Global Head of Chemical Industry Investment Banking (2018-2024) and Managing Director at JP Morgan as Global Head of Chemical Industry Investment Banking (2009-2018). Mr. Jeffries has an MBA with Distinction from Wharton, University of Pennsylvania and a BS in Electrical Engineering from Lehigh University.

The full curriculum vitae of the nominees is available for inspection at the offices of the Company.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, NewMOX SAS formed to span the nuclear fuel market, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• AMG SB Changes Press Release

AMG Critical Materials N.V. Announces Changes to its Management Board

Feb 27, 2025

Amsterdam, 27 February 2025 (Regulated Information) — The Supervisory Board of AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) resolved during its meeting on February 26, 2025 to propose to the General Meeting of Shareholders on May 8, 2025 to solidify the leadership of the Company and to strengthen the executive team assisting the Management Board.

The Supervisory Board is proud and very pleased that Dr. Heinz Schimmelbusch, CEO and Chairman of the Management Board, is prepared to serve for one more term of two (2) years when his current term ends at the Annual General Meeting on May 8, 2025. He is joined in the Management Board by Michael Connor, who was recently appointed to the Management Board as AMG’s Chief Corporate Development Officer and is responsible for assisting the CEO in implementing the overall strategy of AMG including internal and external strategic developments and managing the Company’s strategic capital allocation, and by Jackson Dunckel, AMG’s Chief Financial Officer since 2016.

At the Annual General Meeting on May 8, 2025, the term of Mr. Eric Jackson, Chief Operating Officer and member of the Management Board, will end. On that date Mr. Jackson wishes to retire as a member of the Management Board. He has served AMG since the formation of AMG in 2006 as a Management Board member with unique knowledge of and experience in the industry. Mr. Jackson has agreed to act as a senior advisor to the company. The Supervisory Board and the Management Board are deeply grateful to Mr. Jackson for the value he has created for the Company and for his innovative leadership of AMG over the past two decades.

The Management Board will be supported by a team of three highly experienced Executive Vice Presidents: Ms. Michele Fischer as EVP Human Resources; Mr. Juri Abbatantuono as EVP Strategic Projects & Engineering; and Mr. Ludo Mees as EVP Legal, Compliance and Corporate Governance. Michele Fischer has previously served the company since 2014 in various management positions and recently as Head of Investor Relations. Juri Abbatantuono joined AMG in 2017 as Project Director AMG Brazil and then built the Engineering Group through which he guides all major capital investment projects in technology and engineering matters. Ludo Mees has been with AMG from its inception, starting as the Corporate Secretary and member of the Legal team, then the Chief Compliance Officer, and serves on the Board of Shell & AMG Recycling B.V. He will succeed Dr. Michael Witzel, who also served AMG as an Executive Vice President. The Supervisory Board and the Management Board are deeply grateful to Mr. Witzel for his invaluable advice and guidance in matters far beyond his legal functions.

Further information will be provided in the context of the Annual General Meeting, scheduled for May 8, 2025. A full agenda on voting matters for shareholders will be posted on March 26, 2025.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, NewMOX SAS formed to span the nuclear fuel market, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• AMG MB Changes Press Release

AMG Delivers Strong Full Year 2024 Earnings

Feb 26, 2025

Amsterdam, 26 February 2025 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) reports fourth quarter 2024 revenue of $361 million, in line with the fourth quarter 2023 revenue of $367 million. Full year 2024 revenue was $1,440 million, an 11% decrease versus 2023. AMG achieved an adjusted EBITDA of $168 million during 2024, with a remarkably strong performance by the AMG Technologies segment.

Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO, said, “We delivered a strong EBITDA of $168 million for the full year in 2024 despite exceptionally low lithium and vanadium prices. The lithium and vanadium prices dropped 65% and 23%, respectively. This is AMG’s highest EBITDA apart from the 2018 peak in vanadium pricing and the 2022 and 2023 peak in lithium pricing. AMG Technologies’ performance was exceptionally strong in 2024, with adjusted full year EBITDA of $68 million, more than double that of 2023. AMG Engineering secured a record-breaking $380 million in order intake during 2024 and an order backlog of $374 million at the end of 2024.

The results of the year 2024 illustrate the value of our portfolio where the downturn of key prices is partly compensated by strong performance by other portfolio constituents in this case, particularly AMG Technologies.”

AMG Lithium B.V.

• Our lithium concentrate plant expansion from 90,000 tons to 130,000 tons per year in Brazil is complete. AMG is one of the lowest-cost lithium concentrate mines in the world, and we plan to maintain this competitive advantage.
• The commissioning and ramp-up of AMG’s first 20,000-ton module of its lithium hydroxide refinery in Bitterfeld, Germany continues to progress as planned.

AMG Vanadium B.V.

• SARBV’s “Supercenter” phase 1 project in Saudi Arabia is in detailed engineering with the permit to construct expected by the end of the first quarter. Long lead equipment is being procured, and project financing has been initiated.

AMG Technologies

• AMG Engineering achieved $374 million in order backlog as of December 31, 2024, which was supported by order intake of $380 million during 2024, the highest in AMG’s history and 9% higher than in 2023, driven largely by strong orders of remelting and induction furnaces.
• In December 2024, AMG signed a letter of intent to repurchase a 40% ownership interest in Graphit Kropfmühl GmbH currently owned by Alterna Capital Partners.

Financial Highlights

• AMG’s liquidity as of December 31, 2024 was $494 million, with $294 million of unrestricted cash and $200 million of revolving credit availability.
• Strong cash generation during the fourth quarter of 2024 resulted in $37 million in operating cash flow for full year 2024 despite difficult market conditions.
• Adjusted fourth quarter EBITDA of $58 million continued 2024’s quarter on quarter growth, achieving the highest quarterly result in 2024 despite continued weakness in lithium and vanadium prices. Full year 2024 adjusted EBITDA was $168 million compared to the record $350 million in the prior year.
• The total 2024 dividend proposed is €0.40 per ordinary share, including the interim dividend of €0.20, which was paid on August 14, 2024.

Key Figures

_Notes:

_{(1)   EBIT is defined as earnings before interest and income taxes. EBIT excludes restructuring, asset impairment, inventory cost adjustments, environmental provisions, exceptional legal expenses, equity-settled share-based payments, strategic project expenses, and other exceptional items.
(2)   Adjusted EBITDA is defined as EBIT adjusted for depreciation and amortization.}

Operational Review

AMG Lithium

AMG Lithium’s revenue decreased 35% compared to the fourth quarter of 2023. This variance was due to the 44% decline in lithium market prices versus the fourth quarter of 2023, offset by a 13% increase in volume. Lower average annual prices largely drove the 56% decrease in full year revenue compared to 2023.

SG&A expenses of $11 million during the fourth quarter of 2024 were 9% lower than in the same period of 2023, due to lower professional fees and R&D expenses given the opening of the lithium hydroxide refinery in the third quarter of 2024. Full year 2024 SG&A expenses of $45 million were 9% higher than in 2023, mainly driven by the increase in headcount related to the German lithium expansion project.

The fourth quarter 2024 adjusted EBITDA decreased 79%, to $6 million, from $31 million in the fourth quarter of 2023, due to the decline in lithium prices as noted above. Full year 2024 adjusted EBITDA decreased from $237 million to $24 million, driven primarily by the 65% decrease in annual average lithium prices in 2024 compared to 2023.

During the fourth quarter of 2024, a total of 33,492 dry metric tons (“dmt”) of lithium concentrates were sold, 13% higher than the 29,706 dmt in the fourth quarter of 2023, due to high shipments in the quarter. The average realized sales price was $680/dmt CIF China for the quarter. The average cost per ton for the quarter was $290/dmt CIF China, driven by higher lithium concentrate production, lower costs from the weakening Brazilian Real, and ongoing high tantalum sales volumes which lower the cost of production.

During 2024, a total of 88,966 dry metric tons (“dmt”) of lithium concentrates were sold, 6% lower than the 95,097 dmt in 2023. The average realized sales price was $854/dmt CIF China for the year. The average cost per ton for the year was $458/dmt CIF China compared to $475/dmt CIF China for 2023. Although we experienced quarterly volatility in our cost per ton, the annual figures represent our long-term target.

Our lithium concentrate plant expansion from 90,000 tons to 130,000 tons per year is complete. AMG is one of the lowest-cost lithium concentrate mines in the world, and we plan to maintain this competitive advantage.

AMG Vanadium

AMG Vanadium’s revenue for the fourth quarter of 2024 decreased by 10%, to $145 million, due primarily to lower volumes of ferrovanadium, partially offset by increased sales prices and volumes in chrome metal. Lower average annual sales prices in vanadium largely drove the 11% decrease in full year 2024 revenue versus the prior period, partially offset by increased volumes in chrome metal.

Adjusted gross profit of $37 million in the fourth quarter of 2024 was 47% higher compared to the same period in 2023, largely due to an increased benefit from Section 45X, a production credit for domestic manufacturing of critical materials for which AMG Vanadium qualified based on the Inflation Reduction Act of 2022. Full year 2024 adjusted gross profit was 5% higher than in 2023, driven by the increased chrome metal volumes during the current period, partially offset by the lower average annual sales prices in vanadium.

SG&A expenses of $14 million in the fourth quarter of 2024 were 13% higher than in the fourth quarter of 2023, largely driven by a prior quarter year-end pension adjustment which substantially lowered the personnel costs in that quarter. Full year 2024 SG&A expenses of $56 million, a 7% decrease from the prior year, primarily due to the higher personnel costs in the prior period associated with the vanadium expansion project.

The fourth quarter of 2024 adjusted EBITDA of $31 million was 6% higher than the same period in 2023 which benefited from a $10 million dividend from an equity investment. This increase was primarily driven by the higher profitability in chrome in the fourth quarter, as well as the ongoing benefit of Section 45X. Full year 2024 adjusted EBITDA decreased from $81 million in 2023 to $76 million largely due to the lower profitability in vanadium relating to the 23% decrease in average market prices for ferrovanadium compared to the prior year, offset by the benefit of Section 45X.

AMG Technologies

AMG Technologies’ fourth quarter 2024 revenue increased by $39 million, or 32%, compared to the same period in 2023. This improvement was driven by higher sales prices of antimony and higher sales volumes of silicon. Revenue for the segment in 2024 increased 24% compared to the prior year due to strong revenues in Engineering, as well as higher sales prices of antimony and higher sales volumes of silicon.

SG&A expenses in the fourth quarter of 2024 of $21 million were materially in line with the comparable prior period. Full year 2024 SG&A expenses of $83 million were 8% higher than in 2023, due to additional personnel at AMG LIVA and AMG Engineering corresponding to the increased business development, as well as increased research and development costs.

AMG Technologies’ adjusted EBITDA was $20 million during the fourth quarter, 83% higher than the fourth quarter of 2023. The increase was primarily due to higher profitability in antimony and graphite. Full year 2024 adjusted EBITDA for the segment was $68 million, more than double the $33 million in the prior year, largely due to higher profitability in Antimony, Engineering, and Graphite.

AMG Engineering signed $77 million in new orders during the fourth quarter of 2024. On a full year basis, AMG signed $380 million in new orders, representing a 1.27x book to bill ratio. The 2024 order intake was driven by exceptionally strong orders of remelting and induction furnaces. Order backlog was $374 million as of December 31, 2024.

AMG Silicon has temporarily halted operations for the two furnaces it had been running since March 2024. Electricity prices between 90 and 100 €/MWh have forced AMG Silicon to cease operations in February 2025, with maintenance work currently underway to implement a temporary shutdown. We plan to begin operating one furnace again in the second quarter of this year. Due to these interruptions in AMG Silicon’s operations, the profitability of the business is immaterial and excluded from adjusted EBITDA during this period of abnormal operations.

Financial Review

Tax

AMG recorded an income tax expense of $23 million in 2024, compared to $95 million in 2023. The decrease in tax expense was primarily driven by lower profitability in 2024. However, tax expense was $24 million higher than the amount as calculated using statutory rates. This increase was due to $12 million of higher Brazilian deferred tax expense related to the depreciation of the Brazilian Real, as well as $12 million of net operating loss carryforwards that were disallowed in Germany for our lithium operations.

AMG paid taxes of $19 million in 2024, compared to tax payments of $103 million in 2023. The reduction in cash tax payments in the current period were largely related to the decrease in profitability of our Brazilian operations in 2024.

Exceptional Items – Adjusted Gross Profit

AMG’s fourth quarter and full year 2024 gross profit includes exceptional items, which are not included in the calculation of adjusted EBITDA.

A summary of exceptional items included in gross profit in 2024 and 2023 are below:

Exceptional items included in adjusted gross profit

AMG had $4 million non-cash expense during the fourth quarter of 2024 mainly driven by AMG Vanadium due to the decline in vanadium prices, which has been excluded from the calculation of adjusted EBITDA.

SG&A

AMG’s fourth quarter 2024 SG&A expenses of $46 million were 2% higher than in the fourth quarter of 2023. Full year 2024 SG&A expenses were $184 million, 3% higher than the $178 million in 2023. This variance was primarily driven by the increase in headcount and R&D expenses in our Engineering and LIVA businesses associated with our strategic expansion projects.

Liquidity

AMG continued to maintain a strong balance sheet and adequate sources of liquidity during the fourth quarter. As of December 31, 2024, the Company had $294 million in unrestricted cash and cash equivalents and $200 million available on its revolving credit facility. As such, AMG had $494 million of total liquidity as of December 31, 2024.

Net Finance (Costs) Income

AMG’s fourth quarter 2024 net finance cost was $13 million compared to $2 million of net finance income in the fourth quarter of 2023. This shift is largely due to higher non-cash intercompany foreign exchange gains in the prior period.

Final Dividend Proposal

AMG intends to declare a dividend of €0.40 per ordinary share over the financial year 2024. The interim dividend of €0.20, paid on August 14, 2024, will be deducted from the amount to be distributed to shareholders. The proposed final dividend per ordinary share therefore amounts to €0.20.

A proposal to resolve upon the final dividend distribution will be included on the agenda for the Annual General Meeting to be held on May 8, 2025.

New External Auditor 2026-2027

The Supervisory Board has resolved in its meeting on February 26, 2025 to nominate EY as the new external auditor of AMG starting with the years 2026 and 2027. EY will succeed KPMG, which will have completed its cycle of ten years as AMG’s external auditor once the 2025 annual financial statements and report have been audited and published.

A proposal to resolve upon the appointment of EY as external auditor of AMG will be included on the agenda for the Annual General Meeting to be held on May 8, 2025.

Outlook

We anticipate maintaining a stable headcount as our expansion projects in Germany and Brazil near completion.

Capital expenditures for 2025 are projected to be approximately $75 to $100 million, primarily driven by the completion of the lithium hydroxide plant in Germany, increased tantalum capacity and mine investments in Brazil, as well as targeted growth investments in the Vanadium and Technologies segments.

Our current liquidity is $494 million and can fully fund all approved capital expansion projects and all other financial obligations. AMG has no significant near-term debt maturities. The $450 million term loan matures in November 2028 and the $307 million municipal bond matures in July 2049. Since AMG’s undrawn $200 million revolver matures in November 2026, we expect to execute a maturity extension on the revolver in 2025 to maintain our liquidity and reduce refinancing risk.

AMG continues to advance its two key lithium expansion initiatives. The lithium concentrate expansion project in Brazil has been completed, and commissioning of Module 1 at our lithium hydroxide refinery in Germany continues to progress as planned.

2025 is off to a strong start, with particularly strong performance across our portfolio including our Antimony, Chrome, Tantalum, Vanadium Aluminum, and Engineering businesses. Therefore, we increase our adjusted EBITDA outlook from “$130 million, or more, in 2025” to “$150 million, or more, in 2025.”

We are presently updating our 5-year forecast which we traditionally issue at the Annual General Meeting.

Profit (loss) for the period to adjusted EBITDA reconciliation

_{Notes:
(1)   The Company is in the initial development and ramp-up phases for several strategic expansion projects, including the joint venture with Shell, the LIVA Battery System, and the lithium expansion in Germany, which incurred project expenses during the quarter but are not yet operational. AMG is adjusting EBITDA for these exceptional charges.}

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, NewMOX SAS formed to service the nuclear fuel market, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Fourth Quarter 2024 Earnings Press Release

AMG Critical Materials Signs Letter of Intent to Repurchase 40% Stake in its Subsidiary Graphit Kropfmühl 

Dec 23, 2024

Amsterdam, 23 December 2024 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) is pleased to announce the signing of a letter of intent to repurchase a 40% ownership interest in Graphit Kropfmühl GmbH (“GK“) currently owned by Alterna Capital Partners (“Alterna“). The purchase price can be paid in cash at the end of a three-year period, or in the form of AMG shares at any point within the three years at AMG’s discretion. To the extent that AMG elects to pay any portion of the purchase price in the form of AMG shares, these shares would be subject to a holding period of 6-18 months depending on when AMG elects to transfer or issue the shares to Alterna. Alterna has committed to vote any such shares in line with the recommendations of AMG’s Management and Supervisory Boards. At the end of the holding period, Alterna has given AMG the right of first refusal to purchase such shares.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• GK Stake Announcement

AMG Reports Stable Results in Weak Markets

Nov 6, 2024

Amsterdam, 6 November 2024 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) reports third quarter 2024 revenue of $356 million, a 3% decrease versus the third quarter of 2023. AMG achieved an adjusted EBITDA of $40 million, supported by an exceptionally strong performance by the AMG Technologies segment showing an increase of 112% compared to the same period in 2023.

Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO, said, “EBITDA continued on a steady growth trend in the third quarter of 2024, during which we achieved $40 million of EBITDA. AMG Technologies delivered a strong performance compared to the third quarter last year with excellent results in a growing market. AMG Engineering secured $131 million in order intake and had a record high order backlog as of September 30, 2024 of $367 million. This result continues to demonstrate the earnings power of our diversified portfolio despite the challenging market conditions and depressed price levels in both AMG Lithium and AMG Vanadium.

In terms of our growth projects, our major lithium capital expenditures are substantially complete. Our Brazilian mine expansion is ramping up and on September 18, 2024, AMG hosted the grand opening of Europe’s first lithium hydroxide refinery in Bitterfeld, Germany. The refinery has finalized construction and has transitioned to commissioning, ramp-up and customer qualification. Both projects strengthen our low-cost position in the lithium market. AMG is approaching the end of a period of significant capital intensity that positions us for strong profitability as market prices improve.

I am also pleased to report that we have significant liquidity. With $272 million in cash on hand and $200 million available under our revolving credit facility, AMG has a total liquidity of $472 million.”

Lithium

• Our lithium concentrate plant expansion from 90,000 tons to 130,000 tons per year is ramping up and we expect to produce at full 130,000-ton annualized capacity by the end of the fourth quarter of 2024.
• On September 18, 2024 in Bitterfeld, Germany, AMG hosted the grand opening of Europe’s first lithium hydroxide refinery.

Vanadium

• Construction of the vanadium electrolyte plant at AMG Titanium in Nuremberg, Germany is complete, and we are producing qualification batches for our customers.
• SARBV’s “Supercenter” phase 1 project in Saudi Arabia is beginning detailed engineering and permitting. Several licenses and permits have already been obtained, including the Industrial Investment License from the Ministry of Industrial and Mineral Resources.

Technologies

• AMG Engineering achieved $367 million in order backlog as of September 30, 2024, the highest in AMG’s history. Order intake of $131 million during the third quarter of 2024 was 63% higher than the same period in 2023, driven largely by strong orders of remelting furnaces.
• AMG LIVA’s first third-party commercial Hybrid Energy Storage System, integrating Lithium-Ion and Vanadium Redox Flow batteries with AI-driven efficiency, is now operational at Wipotec GmbH, enhancing the facility’s power system.

Financial Highlights

• AMG’s liquidity as of September 30, 2024 was $472 million, with $272 million of unrestricted cash and $200 million of revolving credit availability.
• EBITDA continued on a steady growth trend in the third quarter of 2024, during which AMG achieved $40 million of EBITDA despite significant declines in lithium and vanadium prices.

Key Figures

Notes:

(1)   EBIT is defined as earnings before interest and income taxes. EBIT excludes restructuring, asset impairment, inventory cost adjustments, environmental provisions, exceptional legal expenses, equity-settled share-based payments, strategic expenses, and other exceptional items.
(2)   Adjusted EBITDA is defined as EBIT adjusted for depreciation and amortization.

Operational Review

AMG Lithium

AMG Lithium’s revenue decreased 22% compared to the third quarter of 2023. This variance was largely driven by the 67% decline in lithium market prices versus the third quarter of 2023, offset by a 42% increase in volume.

SG&A expenses of $12 million in the third quarter of 2024 were 16% higher than in the same period last year, mainly driven by the increase in headcount related to the German lithium expansion project and higher professional fees.

The third quarter 2024 adjusted EBITDA decreased 65%, to $10 million, from $30 million in the third quarter of 2023, due to the decline in lithium prices as noted above.

During the third quarter of 2024, a total of 22,731 dry metric tons (“dmt”) of lithium concentrates were sold, 42% higher than the 16,012 dmt in the third quarter of 2023. The average realized sales price was $870/dmt CIF China for the quarter. The average cost per ton for the quarter was $450/dmt CIF China, driven by higher lithium concentrate production, lower costs from the weakening Brazilian Real, and ongoing high tantalum sales volumes which lower the cost of production.

Our lithium concentrate plant is currently ramping to 130,000 tons and shipping volumes were therefore impacted in the third quarter of 2024. We expect to reach design capacity production in the fourth quarter of 2024. AMG is one of the lowest-cost lithium concentrate mines in the world, and we plan to maintain this competitive advantage.

AMG Vanadium

AMG Vanadium’s revenue for the third quarter of 2024 decreased by 13%, to $151 million, due primarily to lower sales prices across the segment and lower volumes of ferrovanadium, partially offset by increased volumes in chrome metal.

Gross profit of $11 million in the third quarter of 2024 was 34% lower compared to the same period in 2023, largely due to the decline in revenues noted above.

SG&A expenses in the third quarter of 2024 of $14 million were materially in line with the comparable prior period.

The third quarter of 2024 adjusted EBITDA of $11 million was 29% below the same period in 2023. This was primarily driven by the 21% decrease in market prices for ferrovanadium compared to the third quarter of 2023.

AMG Technologies

AMG Technologies’ third quarter 2024 revenue increased by $24 million, or 19%, compared to the same period in 2023. This improvement was driven by higher sales volumes of antimony and silicon, and higher sales prices of antimony.

SG&A expenses increased by 13% in the third quarter of 2024 compared to the same period in 2023, due to additional personnel at AMG LIVA and AMG Engineering corresponding to the increased business development, as well as increased professional fees and research and development costs.

AMG Technologies’ adjusted EBITDA was $19 million during the third quarter, more than double the same period in 2023. The increase was primarily due to higher profitability in antimony and graphite.

AMG Engineering signed $131 million in new orders during the third quarter of 2024, representing a 1.82x book to bill ratio. The third quarter 2024 order intake was driven by exceptionally strong orders of remelting furnaces. Order backlog was the highest in AMG’s history at $367 million as of September 30, 2024.

AMG Silicon has been operating two of its four furnaces since March 2024, and we plan to run two furnaces for the remainder of 2024. The operational parameters of the silicon business will continue to be reviewed on an ongoing basis. Due to the noted interruptions in AMG Silicon’s operations, the profitability of the business is immaterial and excluded from adjusted EBITDA during this period of abnormal operations.

Financial Review

Tax

AMG recorded an income tax expense of $2 million in the third quarter of 2024. This expense was mainly due to $7 million of deferred tax expenses in our German businesses related to losses that do not qualify for recognition as deferred tax assets. This expense is offset by the $3 million tax benefit related to the statutory tax rates applied to AMG’s negative profit before tax. In addition, there was a $2 million deferred tax benefit related to a favorable foreign exchange impact on our Brazilian tax positions.

AMG paid taxes of $5 million in the third quarter of 2024, compared to tax payments of $33 million in the third quarter of 2023. The reduced cash payments in the current period were largely a result of the decrease in profitability year-over-year.

Exceptional Items

AMG’s third quarter 2024 gross profit includes exceptional items, which are not included in the calculation of adjusted EBITDA.

A summary of exceptional items included in gross profit in the third quarters of 2024 and 2023 are below:

Exceptional items included in gross profit

AMG had $18 million non-cash expense during the third quarter of 2024 mainly driven by AMG Lithium due to the decline in lithium prices, which has been excluded from the calculation of adjusted EBITDA.

SG&A

AMG’s third quarter 2024 SG&A expenses were $47 million compared to $43 million in the third quarter of 2023. The increase was largely driven by the increase in headcount in our Lithium, Engineering, and LIVA businesses associated with our strategic expansion projects and higher professional fees relating to additional regulatory requirements.

Liquidity

AMG continued to maintain a strong balance sheet and adequate sources of liquidity during the third quarter. As of September 30, 2024, the Company had $272 million in unrestricted cash and cash equivalents and $200 million available on its revolving credit facility. As such, AMG had $472 million of total liquidity as of September 30, 2024.

Net Finance Costs

AMG’s third quarter 2024 net finance cost was $8 million compared to $9 million in the third quarter of 2023. This is due to higher non-cash intercompany foreign exchange gains compared to the same period in 2023, partially offset by increased interest costs associated with the new $100 million incremental term loan issued in April 2024.

Outlook

Due to the strong operating results to date including exceptional results from our Antimony operation, we are increasing our EBITDA guidance for 2024 from “exceed $130 million EBITDA” to “exceed $150 million EBITDA.”

As the lithium prices have weakened further and AMG Antimony’s contributions normalize, we expect AMG’s adjusted EBITDA to exceed $130 million in 2025. Due to the uncertainty related to the commissioning and ramp-up process as well as the impact of the write-downs in the value of our inventory to the current low market prices, we have excluded any expected contribution from our lithium hydroxide refinery in Bitterfeld, Germany from our 2025 guidance.

(Loss) profit for the period to adjusted EBITDA reconciliation

Notes:
(1)   The Company is in the initial development and ramp-up phases for several strategic expansion projects, including the joint venture with Shell, the LIVA Battery System, and the lithium expansion in Germany, which incurred project expenses during the quarter but are not yet operational. AMG is adjusting EBITDA for these exceptional charges.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Third Quarter 2024 Earning Press Release

AMG Critical Materials N.V. Announces Interim Dividend

Jul 31, 2024

Amsterdam, 31 July 2024 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) declares an interim dividend of €0.20 per ordinary share, from an interim dividend of €0.40 per ordinary share in the prior year.

The interim dividend of €0.20 per ordinary share, in respect of the period from January 1, 2024 to June 30, 2024, is payable on August 14, 2024 to shareholders of record as of August 6, 2024. The ex-dividend date will be August 5, 2024. Dutch withholding tax will be deducted from the dividend at a rate of 15%.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Interim Dividend 2024

AMG’s Critical Materials’ Portfolio Delivers Strong Quarterly Results

Jul 31, 2024

Amsterdam, 31 July 2024 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) reports second quarter 2024 revenue of $364 million, a 17% decrease versus the second quarter of 2023. Despite significant declines in lithium and vanadium prices compared to the same period in 2023, AMG achieved an adjusted EBITDA of $39 million by leveraging its diversified portfolio. AMG continued to experience robust structural demand for its critical materials which is a testament to the strategic positioning of our businesses and the low-cost position of all of our operations.

Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO, said, “The second quarter 2024 adjusted EBITDA of $39 million reflects the success of our strategic positioning and diversified business model, enabling us to navigate market volatility effectively. Aerospace continues to be a source of growth, with AMG Engineering securing $90 million in order intake in the second quarter, and a June 30th order backlog of $310 million. Additionally, AMG Chrome, AMG Graphite and AMG Antimony all performed well compared to the second quarter last year, and it is noteworthy that every operating unit at AMG was profitable in the second quarter of 2024.

In terms of our growth initiatives, our major lithium projects continue on-schedule, with our Brazilian mine expansion and our lithium conversion plant ramp-up in Germany. Both projects strengthen our position in the lithium market. In June 2024, we took an additional step to expand our lithium resource portfolio with the capital investment in Savannah Resources, Europe’s largest spodumene lithium deposit. With current low price levels, AMG has been able to increase its control over lithium resources with minimal capital outlays. Additionally, our low-cost operations in Brazil are delivering continued profitability in lithium concentrate and are ramping up production ahead of schedule.

Our vanadium business demonstrated strong volume growth of 23% in the second quarter of 2024 versus the second quarter of last year, helping to offset a 29% decline in price. Our operations in Ohio continue to be the low-cost global producer of ferrovanadium, significantly outperforming primary mining operations.

I am also pleased to report that we have significant liquidity to support our many growth opportunities. With $308 million in cash on hand and $200 million available under our revolving credit facility, AMG has a total liquidity of over $500 million.”

Lithium

• AMG Lithium B.V. invested GBP 16 million (approximately USD 20 million) in Savannah Resources Plc, the developer of the Barroso Lithium Project in Portugal, Europe’s largest spodumene lithium deposit. This investment gives AMG a 15.77% ownership stake, making AMG the largest shareholder of record.
• Our lithium concentrate plant expansion from 90,000 tons to 130,000 tons per year is ramping up and we expect to produce at 110,000-ton annualized capacity in the third quarter and at full 130,000-ton annualized capacity in the fourth quarter.
• In Bitterfeld, Germany, AMG’s first 20,000-ton module of its lithium hydroxide refinery is on schedule and the qualification process is underway. The production batches are expected to ship in the third quarter of 2024.

Vanadium

• AMG Vanadium’s Zanesville, Ohio facility continued to perform well and exceeded target production volumes in the first half of 2024.
• AMG Vanadium completed a 5-year contract extension with a key, long-term refinery partner for processing their spent catalyst. AMG Vanadium will continue to provide full metals reclamation on this material, fully eliminating any environmental risks for this refinery.
• The vanadium electrolyte plant at AMG Titanium in Nuremberg, Germany is in the final stages of completion. We expect to have nameplate capacity available by the fourth quarter of 2024 as part of the vertical integration into LIVA batteries.
• In May 2024, AMG Titanium signed a new multi-year contract extension with SAFRAN to supply titanium aluminides (“TiAl”) for production of low-pressure turbine blades for the CFM International LEAP engine. The technology and equipment to produce this material was jointly developed with AMG Engineering (ALD Vacuum Technologies).
• SARBV’s “Supercenter” phase 1 project in Saudi Arabia has completed the FEL3 basic engineering phase. Technical and commercial evaluations of the long lead equipment packages are progressing and expected to be complete by the end of the third quarter of 2024.

Technologies

• AMG LIVA is executing several battery projects to optimize energy management for industrial plants and integrate renewable energy sources and EV charging. A hybrid energy storage system with a 4.5 MWh capacity is currently in service, integrating wind and solar energy for a major industrial client and enabling 80% self-sufficiency.
• AMG Graphit Kropfmühl and BASF have entered into an innovative agreement to reduce their product carbon footprint.

Financial Highlights

• In April 2024, AMG entered into a new $100 million incremental term loan, structured as a fungible add-on to the existing $350 million senior secured term loan. The $100 million incremental term loan has the same pricing, terms and 2028 maturity as the existing $350 million term loan. AMG will use the proceeds of the new incremental term loan for general corporate purposes and lithium resource development.
• AMG’s liquidity as of June 30, 2024 was $508 million, with $308 million of unrestricted cash and $200 million of revolving credit availability.
• AMG declares an interim dividend of €0.20 per ordinary share, to be paid in the third quarter of 2024.

Key Figures

_Notes:

_{(1)   EBIT is defined as earnings before interest and income taxes. EBIT excludes restructuring, asset impairment, inventory cost adjustments, environmental provisions, exceptional legal expenses, equity-settled share-based payments, strategic expenses, and other exceptional items.
(2)   Adjusted EBITDA is defined as EBIT adjusted for depreciation and amortization.}

Operational Review

AMG Lithium

AMG Lithium’s revenue and gross profit decreased 71% and 96%, respectively, compared to the second quarter of 2023. These variances were largely driven by the 59% decline in lithium market prices since the second quarter of 2023, as well as the decreased lithium concentrate volumes as a result of the ramp-up currently underway.

SG&A expenses of $11 million in the second quarter of 2024 were 10% higher than in the same period last year, mainly driven by the increase in headcount related to both the German and Brazilian lithium expansion projects, as well as higher employee benefit costs and professional fees.

The second quarter 2024 of adjusted EBITDA decreased 98%, to $2 million, from $86 million in the second quarter of 2023, due to the decline in metal prices as noted above.

During the second quarter of 2024, a total of 17,092 dry metric tons (“dmt”) of lithium concentrates were sold, 41% lower than the 28,870 dmt in the second quarter of 2023 due to the ramp-up currently underway at our lithium concentrate plant. The average realized sales price was $891/dmt CIF China for the quarter. The average cost per ton for the quarter was $543/dmt CIF China. Both total production and cost of production were ahead of plan.

Our lithium concentrate plant is currently ramping to 130,000 tons and shipping volumes were therefore impacted in the second quarter. We expect to reach design capacity production in the fourth quarter of 2024. AMG is one of the lowest-cost lithium concentrate mines in the world, and we plan to maintain this competitive advantage.

AMG Vanadium

AMG Vanadium’s revenue for the second quarter of 2024 decreased by 7%, to $168 million, due primarily to lower sales prices across the segment, partially offset by increased volumes in vanadium and chrome metal.

Gross profit of $20 million in the second quarter of 2024 was 15% higher compared to the same period in 2023, largely due to the increased volumes in vanadium and chrome metal.

SG&A expenses in the second quarter of 2024 of $14 million were 32% lower than the second quarter of 2023. The prior period was higher due to a one-time pension expense.

The second quarter of 2024 adjusted EBITDA of $20 million was 27% greater than the same period in 2023. This was primarily driven by the increased volumes in vanadium and chrome metal as well as the ongoing benefit of Section 45X, a production credit for domestic manufacturing of critical materials for which AMG Vanadium qualified based on the Inflation Reduction Act of 2022.

AMG Technologies

AMG Technologies’ second quarter 2024 revenue increased by $33 million, or 26%, compared to the same period in 2023. This improvement was driven by strong revenues in Engineering, as well as higher sales volumes of silicon, graphite, and antimony, and higher sales prices of antimony.

SG&A expenses increased by 6% in the second quarter of 2024 compared to the same period in 2023, due to additional personnel at AMG LIVA and AMG Engineering corresponding to the increased business development, as well as increased research and development costs.

AMG Technologies’ adjusted EBITDA was $18 million during the second quarter, more than triple the same period in 2023. The increase was primarily due to higher profitability in Engineering as well as graphite and antimony.

AMG Engineering signed $90 million in new orders during the second quarter of 2024, representing a 1.15x book to bill ratio. The second quarter 2024 order intake was driven by strong orders of remelting and turbine blade coating furnaces. Order backlog was $310 million as of June 30, 2024.

AMG Silicon has been operating two of its four furnaces since March 2024, and we plan to run two furnaces for the remainder of 2024. The operational parameters of the silicon business will continue to be reviewed on an ongoing basis. Due to the noted interruptions in AMG Silicon’s operations, the profitability of the business is immaterial and excluded from adjusted EBITDA during this period of abnormal operations.

Financial Review

Tax

AMG recorded an income tax expense of $11 million in the second quarter of 2024, compared to $27 million in the second quarter of 2023. This variance was mainly due to lower profitability in the current quarter, but also due to a $7 million increased deferred tax expense related to the depreciation of the Brazilian real versus the US dollar. Fluctuations in the Brazilian real exchange rate impact the valuation of the Company’s net deferred tax positions in Brazil.

AMG paid taxes of $4 million in the second quarter of 2024, compared to tax payments of $35 million in the second quarter of 2023. The reduced cash payments in the current period were largely a result of the decrease in profitability year-over-year.

Exceptional Items

AMG’s second quarter 2024 gross profit includes exceptional items, which are not included in the calculation of adjusted EBITDA.

A summary of exceptional items included in gross profit in the second quarters of 2024 and 2023 are below:

Exceptional items included in gross profit

AMG had $3 million non-cash expense during the second quarter of 2024 mainly driven by Vanadium’s inventory cost adjustment due to lower vanadium prices, which has been excluded from the calculation of adjusted EBITDA.

SG&A

AMG’s second quarter 2024 SG&A expenses were $45 million compared to $49 million in the second quarter of 2023. The decrease, as mentioned above in the Vanadium segmental review, was largely driven by a one-time pension expense related to employee benefit plans in the prior period, partially offset by the increase in headcount in our Lithium, Engineering, and LIVA businesses.

Liquidity

AMG continued to maintain a strong balance sheet and adequate sources of liquidity during the second quarter. As of June 30, 2024, the Company had $308 million in unrestricted cash and cash equivalents and $200 million available on its revolving credit facility. As such, AMG had $508 million of total liquidity as of June 30, 2024.

In April 2024, AMG entered into a new $100 million incremental term loan, structured as a fungible add-on to the existing $350 million senior secured term loan. The $100 million incremental term loan has the same pricing, terms and 2028 maturity as the existing $350 million term loan. AMG will use the proceeds of the new incremental term loan for general corporate purposes and lithium resource development.

Net Finance Costs

AMG’s second quarter 2024 net finance cost was $8 million, 3% higher than in the second quarter of 2023.

Outlook

Looking ahead, we remain focused on our lithium projects and anticipate improved market conditions. We expect our adjusted EBITDA to exceed $130 million for 2024.
(Loss) profit for the period to adjusted EBITDA reconciliation

_{Notes:
(1)   The Company is in the initial development and ramp-up phases for several strategic expansion projects, including the joint venture with Shell, the LIVA Battery System, and the lithium expansion in Germany, which incurred project expenses during the quarter but are not yet operational. AMG is adjusting EBITDA for these exceptional charges.}

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Second Quarter 2024 Earnings Press Release

AMG Critical Materials Acquires a Strategic Stake in Savannah Resources

Jun 20, 2024

Amsterdam, 20 June 2024 (Regulated Information) — AMG Critical Materials N.V subsidiary (“AMG”, EURONEXT AMSTERDAM: “AMG”) AMG Lithium B.V., AMG’s wholly owned subsidiary, is pleased to announce a capital investment of GBP 16 million (approximately USD 20 million) in Savannah Resources Plc (“Savannah”), the developer of the Barroso Lithium Project (the “Project”) in Portugal, Europe’s largest spodumene lithium deposit. AMG’s capital investment yields a 15.77% ownership stake, making AMG the largest shareholder of record.

The terms of the agreement include a seat on Savannah’s Board of Directors, a 5-year offtake of the Project at 45ktpa of spodumene (or 225,000 DMT in the aggregate), with the opportunity to increase the offtake to 90ktpa of spodumene and extend to 10 years (900,000 DMT in the aggregate) by providing Savannah with an acceptable “full project financing solution” for the Project’s development. Both parties agreed also to cooperate in evaluating expanding into Lithium downstream activities in Portugal and Spain.

Through this agreement, Savannah and AMG will be contributing towards the domestic extraction and processing targets for lithium raw material set forth in the 2023 European Critical Raw Materials Act.

“We are excited to partner with Savannah on its development of the Barroso Lithium Project, Europe’s largest spodumene project. This partnership with Savannah is an additional step in expanding our lithium resource portfolio.”

~Dr. Heinz Schimmelbusch, Chairman and CEO of AMG.

“We are delighted to announce this partnership with AMG, which represents another huge de-risking step for the Barroso Lithium Project. With this investment, Savannah is now fully funded to complete all its current work streams.”

~Emanuel Proença, CEO of Savannah

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

Regulatory Information

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MAR”).

About Savannah

Savannah Resources is a mineral resource development company and the sole owner of the Barroso Lithium Project in northern Portugal, the largest battery grade spodumene lithium resource outlined to date in Europe.

Through the Barroso Lithium Project (the ‘Project’), Savannah will help Portugal to play an important role in providing a long-term, locally sourced, lithium raw material supply for Europe’s rapidly developing lithium battery value chain. After the Environmental Licence was granted in May 2023 and the Scoping Study confirmed the economic potential of the Project in June 2023, production is now targeted and on track to begin in 2026. At that stage, Savannah will start producing enough lithium (contained in c.190,000tpa of spodumene concentrate) for approximately half a million vehicle battery packs per year, equal to a significant portion of the European Commission’s Critical Raw Material Act goal of a minimum 10% of European endogenous lithium production set for 2030. Savannah is focused on the responsible development and operation of the Barroso Lithium Project so that its impact on the environment is minimised and the socio-economic benefits that it can bring to all its stakeholders are maximised.

The Company is listed and regulated on the London Stock Exchange’s Alternative Investment Market (AIM) and the Company’s ordinary shares are also available on the Quotation Board of the Frankfurt Stock Exchange (FWB) under the symbol FWB: SAV, and the Börse Stuttgart (SWB) under the ticker “SAV”.

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, Sri Lanka, and Mozambique, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:

Savannah Resources PLC
Emanuel Proença, CEO
Tel: +44 20 7117 2489

AMG Critical Materials N.V.
Michele Fischer
Senior Vice President of Communications
Tel: +1 610 975 4979
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Strategic Stake in Savannah Resources

AMG Announces Results of the Annual General Meeting

May 8, 2024

Amsterdam, 8 May 2024 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) announces that during its Annual General Meeting held on May 8, 2024, shareholders approved all but one of the agenda items presented, including the expansion of the Management Board from three to four members. Mr. Michael Connor was appointed to the Management Board as Chief Corporate Development Officer for a term of four years, with effect from May 8, 2024. The Remuneration Report for 2023 (advisory vote) was not approved as it fell just short of the > 50% of the votes needed for approval. Results for all voting items will be published on AMG’s website on May 13, 2024.

During the meeting, Mr. Jackson Dunckel was reappointed as Chief Financial Officer for an additional term of four years, beginning May 8, 2024. In addition, Dr. Donatella Ceccarelli was reappointed as a member of the Supervisory Board for a term of two years, with effect from May 8, 2024.

Given the rotation schedule of the Supervisory Board and the retirement in 2025 of two longstanding members, Professor Hanke and Mr. Depp, the Supervisory Board resolved to expand its resources to create a Board with seven members. During the meeting, Ms. Dagmar Bottenbruch was appointed to the Supervisory Board as an independent member for a term of four years, beginning May 8, 2024.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

This press release has been updated on May 9, 2024.

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, Sri Lanka, and Mozambique, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Results of the 2024 AGM

AMG Announces Final 2023 Dividend

May 8, 2024

Amsterdam, 8 May 2024 (Regulated Information) — AMG Critical Materials N.V. (“AMG”, EURONEXT AMSTERDAM: “AMG”) is pleased to announce that during the Annual General Meeting, held on May 8, 2024, AMG’s shareholders approved the payment of a dividend of €0.60 per ordinary share over the financial year 2023. The interim dividend of €0.40, paid on August 9, 2023, was deducted from the amount distributed to shareholders. The final dividend per ordinary share therefore amounts to €0.20.

Payment of the final dividend will be completed on or around May 15, 2024, to shareholders of record on May 13, 2024. The ex-dividend date is May 10, 2023. Dutch withholding tax will be deducted from the dividend at a rate of 15%.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

About AMG

AMG’s mission is to provide critical materials and related process technologies to advance a less carbon-intensive world. To this end, AMG is focused on the production and development of energy storage materials such as lithium, vanadium, and tantalum. In addition, AMG’s products include highly engineered systems to reduce CO₂ in aerospace engines, as well as critical materials addressing CO₂ reduction in a variety of other end use markets.

AMG’s Lithium segment spans the lithium value chain, reducing the CO₂ footprint of both suppliers and customers. AMG’s Vanadium segment is the world’s market leader in recycling vanadium from oil refining residues, spanning the Company’s vanadium, titanium, and chrome businesses. AMG’s Technologies segment is the established world market leader in advanced metallurgy and provides equipment engineering to the aerospace engine sector globally. It serves as the engineering home for the Company’s fast-growing LIVA batteries, and spans AMG’s mineral processing operations in graphite, antimony, and silicon metal.

With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, Sri Lanka, and Mozambique, and has sales and customer service offices in Japan (www.amg-nv.com).

For further information, please contact:
AMG Critical Materials N.V.        +1 610 975 4979
Michele Fischer
mfischer@amg-nv.com

Disclaimer

Certain statements in this press release are not historical facts and are “forward looking.” Forward looking statements include statements concerning AMG’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG’s competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG’s business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words “expects,” “believes,” “anticipates,” “plans,” “may,” “will,” “should,” and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. These forward-looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in AMG’s expectations with regard thereto or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Attachment

• Final 2023 Dividend