Arcadium Lithium (ALTM) DEFA14AAdditional proxy soliciting materials

Exhibit 2.1

Table of Contents

TRANSACTION AGREEMENT

This Transaction Agreement (this “Agreement”) is made and entered into as of October 9, 2024, by and among RIO TINTO WESTERN HOLDINGS LIMITED, a private limited company incorporated under the laws of England & Wales (“Parent”), RIO TINTO BM SUBSIDIARY LIMITED, a private limited company incorporated under the laws of England & Wales (“Buyer”), and ARCADIUM LITHIUM PLC, a public limited company incorporated under the laws of the Bailiwick of Jersey (“Company” and, together with Parent and Buyer, the “Parties”).

RECITALS

WHEREAS, the Parties intend that the Company Shares, including the Company Shares represented by CDIs, will be acquired by Buyer on the terms and subject to the conditions set out in this Agreement with the effect that Buyer will acquire the entire issued and to be issued share capital of Company (the “Transaction”), pursuant to the Scheme of Arrangement;

WHEREAS, (i) the board of directors (or equivalent) of each of Company, Parent and Buyer has (A) determined that this Agreement and the Transaction are advisable and in the best interests of its respective shareholders, (B) approved the Transaction on the terms and subject to the conditions set forth herein, and (C) adopted and approved this Agreement; and (ii) the Company Board of Directors has recommended that the shareholders of Company approve the Scheme of Arrangement and pass the Company Shareholder Resolutions; and

WHEREAS, Parent, Company and Buyer desire to make certain representations, warranties, covenants and agreements specified herein in connection with this Agreement.

NOW, THEREFORE in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein and intending to be legally bounding hereby, Company, Parent and Buyer agree as follows:

Article I
THE TRANSACTION

Section 1.1      The Transaction. At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Laws of the Bailiwick of Jersey, including the Companies Law, and the terms of the Scheme of Arrangement: (i) all of the Company Shares then outstanding shall be transferred from the Company Shareholders to Buyer (or an Affiliate of Buyer designated by Buyer in accordance with the terms of the Scheme of Arrangement); and (ii) the Company Shareholders shall be entitled in accordance with the terms of the Scheme of Arrangement to receive an amount in cash, without interest, equal to $5.85 per Company Share that is outstanding immediately prior to the Effective Time (the “Consideration”).

Section 1.2      Closing. The closing of the Transaction upon which the Scheme is effective (the “Closing”) shall take place via electronic document exchange or at the offices of Linklaters LLP located at 1290 6th Ave, New York, NY 10104, on a date to be agreed upon by Buyer and Company that is no later than the fifth (5th) Business Day or, if earlier, the End Date, following the date on which the satisfaction or waiver (to the extent permitted hereunder) of the conditions set forth in ‎Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) occurs, or at such other place, date and time as the Parties may agree in writing. The date on which Closing actually occurs is referred to as the “Closing Date.” Closing shall be deemed to have occurred as of 12:01 a.m., Eastern Time on the Closing Date.

Section 1.3      Effective Time.

On the Closing Date, the Scheme of Arrangement shall become effective at such time as an Act of the Royal Court of Jersey (the “Court”) sanctioning the Scheme of Arrangement (such order, the “Court Order”) has been delivered to the Registrar of Companies in Jersey for registration (such date and time is hereinafter referred to as the “Effective Time”).

Article II
PURCHASE OF COMPANY SHARES

Section 2.1      Purchase of Company Shares. At the Effective Time, all Company Shares then outstanding shall be transferred from the Company Shareholders in accordance with the provisions of the Scheme of Arrangement, this ‎Section 2.1 and ‎Section 2.2, and the Company Shareholders shall cease to have any rights with respect to the Company Shares except their rights under the Scheme of Arrangement, including the right to receive the Consideration. At the Effective Time, or as promptly as reasonably practicable thereafter but on the day of the occurrence of the Effective Time, Company’s Register of Members will be updated in accordance with the provisions of the Scheme of Arrangement to reflect the transfer of the Company Shares under the Scheme of Arrangement to Buyer (or an Affiliate of Buyer designated by Buyer prior to the filing of the Scheme of Arrangement with the Court), following which Company shall be a wholly owned subsidiary of Buyer or such Affiliate of Buyer.

Section 2.2      Payment Procedures.

Section 2.3      Treatment of Company Equity Awards.

Article III
REPRESENTATIONS AND WARRANTIES OF COMPANY

Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to Parent and Buyer by Company at the time of entering into this Agreement (the “Company Disclosure Schedule”) (it being understood that any disclosure set forth in one section or subsection of the Company Disclosure Schedule shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure) or as disclosed in the Company SEC Documents (so long as such documents are publicly available via the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or have been made available to Parent and Buyer) and other than any statements (i) solely in the “Risk Factors” sections of such Company SEC Documents, except to the extent such information consists of factual and/or historical statements and (ii) in any forward-looking statements in such Company SEC Documents or other disclosures that are cautionary, predicative, forward-looking or that speculate about future developments, Company hereby represents and warrants to Parent and Buyer as follows (it being understood and agreed that any representations and warranties contained in this ‎Article III with respect to Nemaska or Naraha (other than those representations and warranties set forth in ‎Section 3.25) shall be deemed to be made only to the extent of Company’s knowledge with respect thereto, regardless of whether such representation or warranty expressly includes such a qualification):

Section 3.1     Qualification, Organization, etc. ‎Section 3.1 of the Company Disclosure Schedule sets forth a list of each Company Subsidiary. Each of Company and each Company Subsidiary is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is duly licensed or qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties, or conduct of its business, requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the extent not publicly available, Company has made available to Parent and Buyer true and complete copies of the constitutional documents of Company as amended through and as in effect as of the date of this Agreement (the “Company Governing Documents”). The Company Governing Documents are in full force and effect and Company is not in violation of the Company Governing Documents in any material respect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the constitutional documents of Company Subsidiaries are in full force and effect and Company Subsidiaries are not in violation of their respective constitutional documents.

Section 3.2      Share Capital.

Section 3.3      Corporate Authority Relative to this Agreement; No Violation.

Section 3.4      Reports and Financial Statements.

Section 3.5     Internal Controls and Procedures. Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to Company and the Company Subsidiaries and as otherwise required by Rule 13a-15 or 15d-15 under the Exchange Act. Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Company, each Company Subsidiary, each predecessor entity thereto to which the Sarbanes-Oxley Act was applicable and each of their respective officers and directors in their capacities as such are in compliance with, and, since the Applicable Date, have complied with, the applicable provisions of the Sarbanes-Oxley Act and the Exchange Act. Based on its evaluation of internal controls over financial reporting, Company’s management has disclosed to Company’s auditors and the audit committee of the Company Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. Since the Applicable Date and prior to the date of this Agreement, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from any current or former employee of Company, any Company Subsidiary or predecessor entities thereto, regarding questionable accounting, auditing or legal compliance matters have, to the knowledge of Company, been received by Company.

Section 3.6     No Undisclosed Liabilities. There are no obligations or liabilities of Company, any Company Subsidiary or any predecessor entities thereto of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, in each case other than (i) liabilities or obligations disclosed, reflected or reserved against in the consolidated balance sheet of Company as of June 30, 2024, and the notes thereto set forth in Company’s latest Form 10-Q, (ii) liabilities or obligations incurred in the ordinary course of business since June 30, 2024, (iii) liabilities or obligations arising out of this Agreement (and which do not arise out of a breach by Company of any representation or warranty or covenant in this Agreement), or (iv) liabilities or obligations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.7     Customers. ‎Section 3.7 of the Company Disclosure Schedule sets forth a true, correct and complete list of the top ten (10) largest customers of Company (measured by dollar volume of purchases from such customers) for the nine-month period ending on September 30, 2024. Between the Balance Sheet Date and the date of this Agreement, none of such customers has, in writing, (i) cancelled or terminated its Company Material Contracts with any of Company or Company Subsidiaries or notified any of Company or Company Subsidiaries in writing of any intention to do any of the foregoing, (ii) stated the intention of such Person to change, in a manner materially adverse to Company or Company Subsidiaries, taken as a whole, the relationship of such Person with Company or Company Subsidiaries, or (iii) threatened to do any of the foregoing. As of the date of this Agreement, there are no unresolved material claims or disputes pending between Company and/or any of Company Subsidiaries, on the one hand, and any such customers, on the other hand, with respect to any Company Material Contract related thereto.

Section 3.8      Compliance with Laws; Permits.

Section 3.9      Environmental Laws.

Section 3.10      Employee Benefit Plans.

Section 3.11      Labor Matters.

Section 3.12      Absence of Certain Changes or Events.

Section 3.13      Investigation; Litigation. There are no Proceedings current, pending or threatened in writing (or, to the knowledge of Company, orally) against Company or any Company Subsidiary, except for those that have not been, and would not reasonably be expected to be, individually or in the aggregate, material to Company and the Company Subsidiaries, taken as a whole. Except as set forth on ‎Section 3.13 of the Company Disclosure Schedule or as would not reasonably be expected to be material to Company and the Company Subsidiaries, taken as a whole, (a) there are no, and since January 4, 2024, there has not been any, settlement agreements or similar written agreements between Company or any Company Subsidiaries and any Governmental Entity and (b) there is no, and since January 4, 2024, there has not been any, outstanding Order of any Governmental Entity against or otherwise affecting the Company or any Company Subsidiaries or any of their properties or assets, except for Orders of general applicability affecting the industry generally in which Company and Company Subsidiaries operate. Except as would not reasonably be expected to be material to Company and the Company Subsidiaries, taken as a whole, to the knowledge of the Company, (i) no investigation directed or targeted at Company or any Company Subsidiaries is being conducted by any Governmental Entity and (ii) no such investigation is scheduled or pending.

Section 3.14      Tax Matters.

Notwithstanding any other provision in this Agreement, the representations and warranties contained in this ‎Section 3.14 and, to the extent relating to Taxes, ‎Section 3.4, ‎Section 3.5, ‎Section 3.6, ‎Section 3.10 and ‎Section 3.11 are the only representations and warranties being made with respect to Taxes.

Section 3.15      Intellectual Property.

Section 3.16      Real Property.

Section 3.17      Required Vote; Takeover Provisions.

Section 3.18      Material Contracts.

Section 3.19      Insurance. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) all current, insurance policies (or replacements thereof) and Contracts of insurance of Company and its Subsidiaries are in full force and effect and are valid and binding and cover against the risks as are customary in all material respects for companies of similar size in the same or similar lines of business and (b) all premiums due thereunder have been paid. Neither Company nor any of its Subsidiaries has received notice of cancellation or termination with respect to any third-party insurance policies or Contracts (other than in connection with normal renewals of any such insurance policies or Contracts) where such cancellation or termination would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.20      Finders and Brokers. Neither Company nor any Company Subsidiary has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Transaction, except that Company has engaged Gordon Dyal & Co., LLC and UBS Securities LLC as Company’s financial advisors.

Section 3.21      Anti-Corruption.

Section 3.22      Sanctions. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Company, any Company Subsidiary nor any predecessor entity, nor any director, manager, employee or agent of Company, of any Company Subsidiary or of any predecessor entity thereto, (a) is a Sanctioned Person, (b) since the Applicable Date, engaged in, or has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of Company or any Company Subsidiary or predecessor entity, (c) since the Applicable Date, violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor, to the knowledge of Company, been the subject of an investigation or allegation of such a violation or sanctionable conduct, or (d) made any voluntary disclosures to any Governmental Entity, involving an actual or alleged violation by Company or any Company Subsidiary of any applicable Sanctions Law.

Section 3.23      Export and Import Matters. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of Company, any Company Subsidiary or predecessor entity, or any director, manager, employee or agent of Company, any Company Subsidiary or predecessor entity have, since the Applicable Date, committed any violation of Ex-Im Laws, including requirements regarding the export, reexport, transfer or provision of any goods, software, technology, data or service within the scope of, or any required or applicable licenses or authorizations under all applicable Ex-Im Laws and the valuation, classification, or duty treatment requirements of imported merchandise, the eligibility requirements of imported merchandise for favorable duty rates or other special treatment, country of origin marking requirements, antidumping and countervailing duties, and all other applicable U.S. import laws administered by U.S. Customs and Border Protection (or similar Laws of other jurisdictions in which Company and the Company Subsidiaries operate).

Section 3.24      Mining Rights. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company Mining Rights, the Company Easements and the Company Water Rights (a) have been duly filed and registered with the respective registry, (b) have been granted to and registered in the name of Company or a Company Subsidiary, (c) are owned by Company or a Company Subsidiary with good and valid title thereto and (d) are subsisting, unexpired, and in full force and effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all fees and other amounts in respect thereof have been paid in full and neither Company nor any Company Subsidiary owes any payments to the surface landowners of the land covered by the Company Easements and Company or its Subsidiary have otherwise satisfied all current requirements under applicable Law relating to the granting and holding of mining easements. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Person other than Company or a Company Subsidiary has any right, title or interest in, to or under the Company Mining Rights, the Company Easements or the Company Water Rights and there are no adverse or competing claims in respect thereof or Liens thereon. Neither Company nor any Company Subsidiary has any exploration and exploitation concessions, mining rights, easements, rights of ways, servitudes or other similar interests other than the Company Mining Rights, the Company Easements and the Company Water Rights.

Section 3.25      Naraha and Nemaska. As of the date of this Agreement, the equity interests in Naraha and Nemaska owned by Company or any Company Subsidiary of Naraha or Nemaska are set forth on ‎Section 3.25 of the Company Disclosure Schedule, and are owned by Company or such Company Subsidiary free and clear of all Liens.

Section 3.26      No Other Representations. Except for the representations and warranties contained in ‎Article III or in any certificates delivered by Parent or Buyer in connection with the Scheme, Company acknowledges that none of Buyer or any of their respective Subsidiaries or Representatives makes, and Company acknowledges that it has not relied upon or otherwise been induced by, any other express or implied representation or warranty with respect to Parent, Buyer or any of their respective Subsidiaries or with respect to any other information (or the accuracy or completeness thereof) provided or made available to them in connection with the Transaction, including any information, documents, projections, forecasts or other material made available to Company or its Representatives in “data rooms” or management presentations related to the Transaction.

Article IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to Company by Buyer and Parent at the time of entering into this Agreement (the “Buyer Disclosure Schedule”) (it being understood that any disclosure set forth in one section or subsection of the Buyer Disclosure Schedule shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent the qualifying nature of such disclosure with respect to such other section or subsection is reasonably apparent on the face of such disclosure), each of Parent and Buyer hereby represents and warrants to Company as follows, severally and not jointly, each only as to itself:

Section 4.1      Qualification, Organization, etc. Each of Parent and Buyer and is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Section 4.2      Capitalization. Parent indirectly owns 100% of the issued and outstanding share capital of Buyer. Buyer has been formed solely for the purpose of the Transaction and, since its date of formation, has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto, and has not incurred any liabilities or obligations other than in connection with the Transaction and activities incidental to Buyer’s formation.

Section 4.3      Corporate Authority Relative to this Agreement; No Violation.

Section 4.4      Investigation; Litigation. There are no civil, criminal or administrative actions, suits, claims, litigation, charges, demands, notices of violation, enforcement actions, hearings, arbitrations, audits, examinations, inquiries, investigations or other proceedings (“Proceedings”) current, pending or, to the knowledge of Parent or Buyer, threatened against Parent or Buyer, respectively, except for those that have not had and would not, individually or in the aggregate, prohibit, prevent or materially delay the consummation of the Transaction or the ability of Parent and Buyer to fully perform their respective covenants and obligations pursuant to this Agreement.

Section 4.5      Finders and Brokers. None of Parent, Buyer or any Parent Group Company has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Transaction, except that Parent has engaged J.P. Morgan Securities PLC, J.P. Morgan Securities LLC, and Goldman Sachs International as Parent’s financial advisors.

Section 4.6      Sufficiency of Funds. Parent and Buyer will have at the Closing sufficient cash in immediately available funds to enable them to consummate the Transaction pursuant to the terms of this Agreement, including to pay the Consideration, to make all payments in respect of the Company Equity Awards and to pay all other amounts incurred or otherwise payable by Parent or Buyer at the Closing and otherwise in connection with the Transaction and the other transactions contemplated by this Agreement. Parent and Buyer acknowledge that in no event will the receipt or availability of any funds or financing by or to Parent, Buyer or any of their Affiliates or any other financing transaction be a condition to any of the obligations of Parent or Buyer hereunder.

Section 4.7      Ownership of Company Shares. Except for a de minimis number of Company Shares, none of Parent, Buyer or their respective Subsidiaries or Affiliates (a) beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any Company Shares, other Company securities or Company Subsidiary securities or (b) has any rights to acquire, directly or indirectly, any Company Shares, other Company securities or Company Subsidiary securities except pursuant to this Agreement.

Section 4.8      Proxy Statement and Scheme Document. None of the information with respect to Parent, Buyer or any of their respective Affiliates that has been supplied by or on behalf of Parent or Buyer for inclusion or incorporation by reference in the Proxy Statement or the Scheme Document will, at the time it is filed with the SEC in definitive form, at the time it (or any amendment or supplement thereto) is first disseminated to Company Shareholders, or at the time of the Scheme Meeting or the Company GM, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made by Buyer with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Company.

Section 4.9      Solvency. Assuming (a) the satisfaction of the conditions to Parent’s obligation to consummate the Transaction, (b) the accuracy of the representations and warranties set forth in ‎Article III of this Agreement and (c) after giving effect to the transactions contemplated by this Agreement, including the payment of the aggregate Consideration and the payment of all related fees and expenses, Buyer on a consolidated basis will be Solvent as of the Effective Time and immediately after the consummation of the transactions contemplated hereby. For purposes of this Agreement, “Solvent” when used with respect to any Person means that, as of any date of determination, (i) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (A) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, and (B) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent liabilities) as such debts become absolute and matured, (ii) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date and (iii) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature.

Section 4.10      No Other Representations. Except for the representations and warranties contained in Article III or in any certificates delivered by Company in connection with the Scheme, each of Parent and Buyer acknowledges that none of Company or any of its Subsidiaries nor any of its or their Representatives makes, and Buyer acknowledges that it has not relied upon or otherwise been induced by, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries, or with respect to any other information (or the accuracy or completeness thereof) provided or made available to Parent and Buyer in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to Parent, Buyer or their respective Representatives in “data rooms” or management. presentations to the Transactions.

Article V
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING CLOSING

Section 5.1      Conduct of Business by Company Pending Closing.

Section 5.2      Solicitation by Company.

provided, that notwithstanding anything to the contrary in this ‎Section 5.2, Company or any of its Representatives may, in response to an unsolicited inquiry or proposal from a Company Third Party, inform a Company Third Party or its Representative of the restrictions imposed by the provisions of this ‎Section 5.2 (without conveying, requesting or attempting to gather any other information except as otherwise specifically permitted hereunder).

Section 5.3      Preparation of the Scheme Document and the Proxy Statement; Scheme Meeting, Company GM.

Article VI
ADDITIONAL AGREEMENTS

Section 6.1      Access; Confidentiality; Notice of Certain Events.

Section 6.2      Filings; Other Actions; Notification.

Section 6.3      Parent and Buyer. Parent shall cause Buyer to pay all amounts due pursuant to this Agreement, and perform all of its other obligations hereunder, in each case in accordance with the terms hereof.

Section 6.4      Publicity. To the extent permitted by applicable Law and subject to the immediately following sentence, Parent and Company shall consult with each other and consider, in good faith, the comments of the other before, directly or indirectly, issuing or causing the publication of any press release or making any other public announcement or public communication with respect to the Transaction and, unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with, or the listing rules of, a national securities exchange or trading market to issue or cause the publication of such press release or make such other announcement or communication, shall not take any such action without the prior written consent of the other Party. Notwithstanding the foregoing, neither Parent nor Company will be required to consult with or obtain the consent of the other Party with respect to any such press release, public announcement or other public communication (a) if the Company Board of Directors has effected a Company Change of Recommendation in accordance with ‎Section 5.2(e) and such release, announcement or communication relates thereto, (b) if the information contained therein substantially reiterates (and is not inconsistent with) previous press releases, announcements or communications made by Company, Parent and Buyer in compliance with this Section 6.4 or (c) in connection with any dispute between the Parties regarding this Agreement or the Transaction.

Section 6.5      Directors’ and Officers’ Insurance and Indemnification. In furtherance and not in limitation of any rights that the past and present directors and officers of Company and its Subsidiaries (collectively, the “Indemnified Parties”) may otherwise be entitled to pursuant to those agreements set forth on ‎Section 6.5 of the Company Disclosure Schedule:

Section 6.6      Post-Closing Employee Matters.

Section 6.7      Takeover Statutes. If any Takeover Statute applicable to this Agreement or the Transaction, Company, Parent, Buyer and their respective boards of directors, in reasonable consultation with the other Parties and with such reasonable assistance as may be required from the other Parties and the other Parties’ Boards of Directors, shall take such actions as are reasonably necessary so that the Transaction may be consummated as promptly as reasonably practicable on the terms of this Agreement (but neither Company, Parent, Buyer nor their respective boards of directors will be required to take any action that would, or would be reasonably likely to, contravene any applicable Law).

Section 6.8      Rule 16b-3. Prior to the Effective Time, Company shall, take all such steps as may be reasonably necessary or advisable hereto to cause any dispositions of equity securities (including derivative securities) of Company in connection with this Agreement and the Transaction by each individual who is a director or officer of Company subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 6.9      Transaction Litigation; Notices. Company shall promptly notify Parent and Buyer of any shareholder demands, litigations, arbitrations or other similar Proceedings (including derivative claims) commenced against it, any of its Subsidiaries or its or their respective directors or officers, in each case by any shareholder of Company, as applicable, relating to this Agreement or any of the Transaction (collectively, the “Transaction Litigation”) and shall keep Parent and Buyer reasonably informed regarding any Transaction Litigation. Parent and Buyer shall, at Parent’s or Buyer’s expense, have the right to participate in, but not control, the defense of any Transaction Litigation brought against Company, any of its Subsidiaries or its or their directors or officers and Company shall take into consideration all of Parent’s and Buyer’s reasonable comments or requests with respect to such Transaction Litigation. Prior to the Effective Time, neither Company nor any Company Subsidiary shall settle, offer to settle or otherwise permit or participate in, directly or indirectly, the settlement or offer or settlement of any such Transaction Litigation without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed. In the event, and to the extent of, any conflict or overlap between the provisions of this ‎Section 6.9 and ‎Section 5.1, the provisions of this ‎Section 6.9 shall control.

Section 6.10      Stock Exchange Delisting; Deregistration. Prior to the Effective Time, each of Company, Parent and Buyer agrees to cooperate with the other Party in taking, or causing to be taken, all actions necessary, proper or advisable to:

As soon as practicable after the Effective Time, the Company will apply to the ASX to delist the Company and for revocation of the approval of the CDIs and distribution of the Consideration received by the CDI Depositary Nominee in accordance with the ASX Settlement Operating Rules.

Section 6.11      Integration Planning.  Without limiting ‎Section 5.1 herein and subject to ‎Section 6.1(a) and ‎Section 6.1(e), between the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant to ‎Section 8.1, except as may be required by applicable Law (including Antitrust Laws), (a) upon the reasonable advance written request of Parent or Buyer to Company, Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent, Buyer and their respective Subsidiaries to facilitate Parent’s integration planning and (b) without limiting the generality of the foregoing clause (a), Company shall use commercially reasonable efforts to cause the Representatives of Company and its Subsidiaries to take reasonable actions and reasonably assist Parent and Buyer with respect to Parent’s integration planning. Notwithstanding the foregoing, Company and its Subsidiaries shall not be required to take any action that would: (A) unreasonably disrupt the operations of Company or any of its Subsidiaries, (B) cause a material violation of any agreement to which Company or any of its Subsidiaries is a party, or (C) Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), reasonably be expected to cause a risk of a loss of privilege to Company or any of its Subsidiaries or would constitute a violation of any applicable Law.

Section 6.12      Financing Cooperation. During the period from the date of this Agreement and the earlier of the Effective Time and the time, if any, at which this Agreement is terminated pursuant to ‎Section 8.1, the Parties shall cooperate in good faith to mutually determine and use their respective commercially reasonable efforts to implement, at Parent’s cost and expense, any necessary, appropriate or desirable actions and arrangements in anticipation of the consummation of the Transaction regarding Company’s and its Subsidiaries’ Indebtedness and all credit agreements (including the Company Credit Agreement), indentures (including the Indenture), notes (including the Convertible Notes) or other documents or instruments governing or relating to such Indebtedness, including arrangements by way of amendments, consents, offers to exchange, conversion, offers to purchase, redemption, payoff, new financing or otherwise, and with respect to refinancing, retaining, repaying or terminating Company’s or its Subsidiaries’ Indebtedness and the credit agreements, indentures, notes or other documents governing or relating to such Indebtedness (including, if and as applicable, the delivery of all required notices and taking of all customary actions reasonably necessary to facilitate the termination of commitments under, the repayment in full of and the release of any Lien, if any, in each case at the Effective Time). The foregoing notwithstanding, nothing in this Section 6.12 shall require the Company or any of its Subsidiaries to take or permit the taking of any action that would: (1) cause any director, officer, employee, or stockholder of the Company or any of its Subsidiaries to incur any personal liability in connection therewith; (2) conflict with or violate the organizational documents of the Company or any of its Subsidiaries or any Laws; or (3) unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries.

Section 6.13      Convertible Notes.

Section 6.14      Withholding.

Section 6.15      Scheme Implementation by Way of Offer.

Article VII
CONDITIONS

Section 7.1     Conditions to the Obligations of Each Party. The obligation of each Party to consummate the Transaction contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing by each Party, at or prior to Closing, of the following conditions:

Section 7.2     Conditions to the Obligations of Parent and Buyer. The obligation of each of Parent and Buyer to consummate the Transaction contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing by each of the Parent and the Buyer, at or prior to Closing, of the following conditions:

Section 7.3     Conditions to the Obligations of Company. The obligation of the Company to consummate the Transaction contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing by the Company, at or prior to Closing, of the following conditions:

Section 7.4     Frustration of Closing Conditions. None of the Parties may rely, either as a basis for not consummating the Transaction or for terminating this Agreement, on the failure of any condition set forth in ‎Section 7.1, ‎Section 7.2 or ‎Section 7.3, as the case may be, to be satisfied if such Party’s breach in any material respect of any representation, warranty, covenant or agreement set forth in this Agreement was the principal cause of such failure.

Article VIII
TERMINATION

Section 8.1     Termination. This Agreement may be terminated and the Scheme and the Transaction may be abandoned at any time prior to the Effective Time and (except in the case of ‎Section 8.1(c)(ii), ‎Section 8.1(c)(iii) and ‎Section 8.1(e)) whether before or after the Company Shareholder Approval has been obtained:

Section 8.2      Effect of Termination.

Article IX
MISCELLANEOUS

Section 9.1      Amendment and Modification; Waiver.

Section 9.2     Survival. This ‎Article IX and the agreements of the Parties contained in ‎Article II and Section 6.5 (Directors’ and Officers’ Insurance and Indemnification) shall survive the Effective Time. This ‎Article IX (other than ‎Section 9.1 (Amendment and Modification; Waiver), and ‎Section 9.14 (Assignment)) and the agreements of the Parties contained in ‎Section 6.4 (Publicity) and ‎Section 8.2 (Effect of Termination) shall survive the termination of this Agreement. All other representations, warranties, covenants and agreements in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement.

Section 9.3     Expenses. Except as set forth in this ‎Section 9.3 or ‎Section 8.2, all fees and expenses incurred in connection with this Agreement, the Scheme and the other Transaction shall be paid by the Party incurring such expenses, whether or not the Scheme is consummated. Parent or Buyer must pay any stamp duty (including any fees, fines, penalties and interest) payable or assessed as being payable in connection with this Agreement or the Scheme.

Section 9.4      GST.

Section 9.5     Other Tax Provision. The Company Termination Fee shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever except as may be required by law. If any deductions or withholdings are required by law, Company shall account to the relevant Governmental Entity for the amount so required to be deducted or withheld and, only in circumstances where the Company has changed its tax residence from Ireland or allocated or transferred its rights under this Agreement to a permanent establishment outside of Ireland, shall be obliged to pay to Buyer such additional amounts as will ensure that Buyer receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have been entitled to receive in the absence of such a requirement to make a deduction or withholding.

Section 9.6     Notices. Notices, requests, instructions or other documents to be given under this Agreement shall be in writing and shall be deemed given, (a) on the date sent by e-mail of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, (b) when delivered, if delivered personally to the intended recipient, and (c) one Business Day later, if sent by overnight delivery via a national courier service (providing proof of delivery), and in each case, addressed to a Party at the following address for such Party (or at such other address for a Party as shall be specified by like notice):

if to Company, to:

Arcadium Lithium plc 

Suite 12, Gateway Hub 

Shannon Airport House 

Shannon, Co. Clare 

Ireland V14 E370 

Attention: Gilberto Antoniazzi; General Counsel 

Email: gilberto.antoniazzi@livent.com; sara.ponessa@livent.com

with a copy to (which shall not constitute notice):

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

United States of America

Attention: William H. Aaronson;  Cheryl Chan 

Email: william.aaronson@davispolk.com; cheryl.chan@davispolk.com

if to Parent, to:

6 St. James’s Square 

London SW1Y 4AD 

United Kingdom 

For the attention of: The Directors 

Email: CompanySecretaryNotices@riotinto.com; 

with a copy to (which shall not constitute notice): 

Email: andrew.latham@riotinto.com;

and

Linklaters LLP 

1290 Avenue of Americas 

New York, NY 10104 

United States of America
For the attention of: George Casey; Pierre-Emmanuel Perais 

Email: george.casey@linklaters.com; pierre-emmanuel.perais@linklaters.com;

and

Linklaters LLP

1 Silk Street

London, EC2Y 8HQ

United Kingdom

For the attention of: James Inglis; Lisa Chang

Email: james.inglis@linklaters.com; lisa.chang@linklaters.com;

if to Buyer, to:

6 St. James’s Square

London SW1Y 4AD

United Kingdom

For the attention of: The Directors

Email: CompanySecretaryNotices@riotinto.com;

with a copy to (which shall not constitute notice):

Email: andrew.latham@riotinto.com;

and

Linklaters LLP

1290 Avenue of Americas

New York, NY 10104

United States of America
Attention: George Casey; Pierre-Emmanuel Perais

Email: george.casey@linklaters.com; pierre-emmanuel.perais@linklaters.com;

and

Linklaters LLP

1 Silk Street

London, EC2Y 8HQ

United Kingdom

Attention: James Inglis; Lisa Chang

Email: james.inglis@linklaters.com; lisa.chang@linklaters.com.

Section 9.7      Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The table of contents and headings set forth in this Agreement or in the Company Disclosure Schedule or the Buyer Disclosure Letter are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. All references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context requires otherwise. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean (except where expressly noted) such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” With respect to the determination of any period of time, the word “from” means “from and including.” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The phrase “ordinary course of business” as used in this Agreement shall be deemed to mean “the ordinary course of business consistent with past practice.” All references to “dollars” and “$” will be deemed to be references to the lawful currency of the United States of America. The term “made available” and words of similar import mean that the relevant documents, instruments or materials were (a) posted and made available to the other Parties or their Representatives on the Intralinks due diligence data site and Sharepoint maintained by Company for the purpose of the Transaction, in each case prior to the date hereof and including any information in the designated “clean team” areas of such data sites or (b) provided via electronic mail or in person prior to the date hereof. The word “or” means “and/or” unless the context otherwise requires.

Section 9.8      Counterparts. This Agreement may be executed manually or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same agreement and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Parties. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by e-mail of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.9 Entire Agreement; Third-Party Beneficiaries.

Section 9.10      Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the extent possible.

Section 9.11 Governing Law; Jurisdiction.

Section 9.12      Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTION AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

Section 9.13      Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted successors and assigns. No Party may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Parties, which any such Party may withhold in its absolute discretion.

Section 9.14      Enforcement; Remedies; Limitation of Liability; Subsidiaries.

Section 9.15      Certain Definitions.

For the purposes of this Agreement, the term:

“A-L Transaction Agreement” means the transaction agreement, dated as of May 10, 2023, entered into by and among Livent Corporation, Lightning-A Limited (now known as Arcadium Lithium PLC), and Allkem Limited.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. For purposes of this Agreement, each of Rio Tinto Limited and Rio Tinto plc and their respective Affiliates shall be deemed to be Affiliates, and therefore, Representatives, of Buyer.

“Anti-Corruption Legislation” means any and all of the following: the FCPA; the Organisation For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transaction and related implementing legislation; the relevant common law or legislation in England and Wales relating to bribery and/or corruption, including the Public Bodies Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism, Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act 2002; and any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money laundering laws of any jurisdiction in which Company is organised or operates.

“Antitrust Laws” means the Sherman Antitrust Act, the Clayton Antitrust Act of 1914, the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all other U.S. federal, state and foreign statutes, rules, regulations, orders, decrees and other laws and orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or competition.

“Applicable Date” means in respect of the Company, January 4, 2024, and in respect of the Company Subsidiaries and any predecessor entities, January 1, 2021.

“ASIC” means the Australian Securities and Investments Commission.

“ASX” means ASX Limited ACN 008 624 691 and, where the context requires, the securities exchange that it operates.

“ASX Settlement Rules” means the operating rules of the settlement facility provided by ASX Settlement Pty Limited (ABN 49 008 504 532).

“Australian Act” means the Corporations Act 2001 (Cth).

“Book-Entry Share” means a non-certificated Company Share represented by book-entry.

“Business Day” means any day other than (a) a Saturday or a Sunday or (b) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in the Bailiwick of Jersey, London, United Kingdom, Sydney, Australia or New York, New York, United States of America.

“Buyer Shares” means shares in the capital of Buyer.

“CDI Depositary Nominee” has meaning given in the ASX Settlement Operating Rules.

“CDIs” means the CHESS depositary interests issued by Company and quoted on the ASX into the ratio of one Company Share to one CDI.“CFIUS” means the interagency Committee on Foreign Investment in the United States and any CFIUS member or agency acting on behalf of CFIUS or participating in the CFIUS process.

“CFIUS Approval” means (a) that, at the conclusion of any review or investigation conducted pursuant to the DPA, the Parties shall have received a written notice from CFIUS that (i) it has concluded that the Transaction is not a “covered transaction” and are not subject to review under the DPA, or (ii) it has concluded action under the DPA with respect to the Transaction, or (b) CFIUS has sent a report (the “CFIUS Report”) to the President of the United States (“POTUS”) requesting POTUS’s decision, and POTUS has (i) announced a decision not to take any action to suspend or prohibit the Transaction or (ii) not taken any action to suspend or prohibit the Transaction after 15 days from the date of receipt of the CFIUS Report.

“CFIUS Notice” means a notice with respect to the Transaction submitted to CFIUS by the Parties pursuant to 31 C.F.R. Part 800 Subpart E.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means any collective bargaining agreement or other Contract with a labor union, trade union agreement or foreign works council contract or arrangement.

“Companies Law” means the Companies (Jersey) Law 1991.

“Company Benefit Plan” means each employment, consulting, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, salary continuation, change-in-control, retention, severance, termination, garden leave, pay in lieu, gross-up, pension, profit-sharing, savings, retirement vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which Company is the owner, the beneficiary or both), Code Section 125 “cafeteria” or “flexible” benefit, employee loan, relocation, repatriation, restrictive covenant, clawback, educational assistance or fringe benefit plan, program, policy, practice, agreement or arrangement, whether written or oral, formal or informal, legally binding or not, including, without limitation, each “employee benefit plan” within the meaning of Section 3(3) of ERISA, each Multiemployer Plan and any other employee benefit plan, program, policy, practice, agreement or arrangement, whether or not subject to ERISA (including any funding instrument therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), in each case, (i) under which any Service Provider (or any dependent or beneficiary thereof) has any present or future right to compensation or benefits and (ii) that is maintained, sponsored or contributed to by Company, or with respect to which Company has any obligation to maintain, sponsor or contribute, or (iii) with respect to which Company has any direct or indirect Liability, whether contingent or otherwise.

“Company Board of Directors” means the board of directors of Company.

“Company Board Recommendation” means any recommendation that the Company Shareholders vote in favor of all the resolutions comprising the Company Shareholder Approval at duly held meetings of such shareholders for such purposes.

“Company Business Plan” means Investor Day Presentation dated as of September 19, 2024, and attached hereto as Exhibit B, as it may be modified (or deemed to be modified) from time to time by agreement in writing between Parent and Company.

“Company CDI Holders” means the holders of CDIs.

“Company CDI Register” means the register of Company CDI Holders established and maintained by or on behalf of the Company.

“Company Competing Proposal” means any inquiry, contract, proposal, offer or indication of interest from any Company Third Party relating to any transaction or series of related transactions (other than transactions only with Buyer or any of its Subsidiaries) involving, directly or indirectly: (a) any acquisition (by asset purchase, equity purchase, merger, scheme of arrangement or otherwise) by any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) of any business or assets of Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that constitute 20% or more of Company’s and its Subsidiaries’ consolidated assets (by fair market value), or generated 20% or more of Company’s and its Subsidiaries’ net revenue or earnings for the preceding 12 months, or any license, lease or long-term supply agreement having a similar economic effect; (b) any acquisition of beneficial ownership by any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) of 20% or more of the outstanding Company Shares or any other securities entitled to vote on the election of directors or any tender or exchange offer that if consummated would result in any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) beneficially owning 20% or more of the outstanding Company Shares entitled to vote on the election of directors; or (c) any merger, consolidation, share exchange, business combination, scheme of arrangement, recapitalization, liquidation, dissolution or similar transaction involving Company, or any of its Subsidiaries whose business or assets constitute 20% or more of Company’s and its Subsidiaries’ consolidated assets (by fair market value), or generated 20% or more of Company’s and its Subsidiaries’ net revenue or earnings for the preceding 12 months.

“Company Credit Agreement” means the Amended and Restated Credit Agreement, dated as of September 1, 2022, by and among Livent Corporation, Livent USA Corp., the guarantors party thereto from time to time, the lenders party thereto from time to time and Citibank, N.A., as administrative agent for the lenders, as amended by that certain Joinder and First Amendment to Amended and Restated Credit Agreement, dated as of January 4, 2024 by and among Arcadium Lithium PLC, Arcadium Lithium Intermediate IRL Limited, Arcadium Lithium Financing IRL Limited, Livent Corporation, Livent USA Corp., the guarantors party thereto from time to time, the lenders party thereto from time to time, and Citibank, N.A., as administrative agent for the lenders.

“Company Easement” means the easements, rights of ways, servitudes and other similar interests owned by Company or any Company Subsidiary.

“Company Equity Awards” means the Company RSU Awards, the Company Stock Options, the Legacy Restricted Share Rights, and any other equity-based awards granted under any Company Equity Plan.

“Company Equity Plan” means the Company Incentive Omnibus Plan or any other plan pursuant to which equity-based awards are granted in respect of Company Shares.

“Company GM” means the general meeting of the Company Shareholders (and any adjournment or postponement thereof) to be convened in connection with the Scheme of Arrangement, expected to be held immediately after the Scheme Meeting shall have been concluded or adjourned or postponed (it being understood that if the Scheme Meeting is adjourned or postponed, the Company GM shall be correspondingly adjourned or postponed).

“Company Intervening Event” means an Effect that is material to Company that occurs or arises after the date of this Agreement that was not known to or reasonably foreseeable by the Company Board of Directors as of the date of this Agreement (or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by the Company Board of Directors as of the date of this Agreement); provided, however, that in no event shall the following constitute a Company Intervening Event: (a) the receipt, existence or terms of an actual or possible Company Competing Proposal or Company Superior Proposal; (b) any change, in and of itself, in the price or trading volume of Company Shares (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Company Intervening Event, to the extent otherwise permitted by this definition); (c) conditions (or changes in such conditions) in the lithium mining and chemicals industry (including changes in general market prices for lithium chemicals, lithium spodumene concentrate and related products (including pricing under futures contracts) and political or regulatory changes affecting the industry or any changes in applicable Law), or (d) any opportunity to acquire (by merger, joint venture, partnership, consolidation, scheme of arrangement, acquisition of equity or assets or otherwise), directly or indirectly, any assets, securities, properties or businesses from, or enter into any licensing, collaborating or similar arrangements with, any other Person or (e) the fact that Company or any of its Subsidiaries exceeds (or fails to meet) internal or published projections or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Company Intervening Event, to the extent otherwise permitted by this definition).

“Company Material Adverse Effect” means (a) any Effect that would prevent or materially impair the ability of Company to consummate the Scheme prior to the End Date (as the same may be extended) or (b) any Effect which has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Company and its Subsidiaries, taken as a whole; provided, however, that, solely for the purposes of clause (b) above, no Effects to the extent resulting or arising from any of the following, either alone or in combination, shall be deemed to constitute a Company Material Adverse Effect or shall be taken into account when determining whether a Company Material Adverse Effect exists or has occurred or would reasonably be expected to exist or occur: (i) any changes in global, national or regional economic conditions, including any changes generally affecting financial, credit or capital market conditions; (ii) conditions (or changes therein) in any industry or industries in which Company or any of its Subsidiaries operates, including in the lithium mining and chemicals industry (including changes in general market prices for lithium chemicals and related products (including pricing under futures contracts)); (iii) general legal, tax, economic, political and/or regulatory conditions (or changes therein); (iv) any change or prospective changes in GAAP, IFRS, JORC, NI 43-101, Subpart 1300 or the interpretation thereof or other accounting principles and policies; (v) any adoption, implementation, promulgation, repeal, modification, amendment, reinterpretation, change or proposal of any applicable Law of and by any Governmental Entity (including with respect to Taxes); (vi) the execution and delivery of this Agreement or the negotiation, public announcement, pendency or consummation of the Transaction or compliance with the terms of this Agreement, including any Transaction Litigation and including any actual or potential loss or impairment after the date hereof of any Contract or business relationship to the extent arising as a result thereof (it being understood that this clause (vi) shall not apply with respect to any representation or warranty contained in this Agreement to the extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this Agreement or the consummation of the Transaction or the compliance with the terms of this Agreement); (vii) any change in the price or trading volume of Company Shares, in and of itself (it being understood that the Effects giving rise or contributing to such change that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account); (viii) any failure by Company to meet, or any change in, any internal or published projections, estimates or expectations of Company’s revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by Company to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being understood that the Effects giving rise or contributing to such failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account); (ix) Effects arising out of changes in geopolitical conditions, the outbreak of a pandemic, epidemic, endemic or other widespread health crisis (including COVID-19), acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, weather conditions, natural disasters or other similar force majeure events, including any material worsening of such conditions threatened or existing as of the date of this Agreement; (x) any action taken at the request of Buyer in writing; (xi) any reduction in the credit rating or credit rating outlook of Company or the Company Subsidiaries or any increase in credit default swap spreads with respect to indebtedness of Company or the Company Subsidiaries, in and of itself (it being understood that the Effects giving rise or contributing to such change that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account); or (xii) Effects arising out of any conversion or reconciliation among IFRS, GAAP, JORC, NI 43-101, Subpart 1300 or other accounting principles and policies undertaken in connection with the Transaction except, in the case of clauses (i) through (v) and (ix) above, to the extent Company and the Company Subsidiaries, taken as a whole, are disproportionately impacted thereby relative to other entities operating in the same industry or industries in which Company and the Company Subsidiaries operate (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect).

“Company Mining Rights” means the mining rights and concessions owned by Company or any Company Subsidiary.

“Company Omnibus Incentive Plan” means the Company’s Omnibus Incentive Plan adopted as of January 4, 2024.

“Company PSU” means each outstanding restricted stock unit award subject to performance conditions in respect of Company Shares granted under the Company Omnibus Incentive Plan.

“Company RSU” means each outstanding restricted stock unit award in respect of Company Shares granted under the Company Omnibus Incentive Plan.

“Company Stock Option” means each outstanding option to acquire Company Shares granted under the Company Omnibus Incentive Plan.

“Company Shareholder” means a holder of Company Shares from time to time.

“Company Shareholder Approval” means (i) the approval of the Scheme of Arrangement by a resolution of a majority in number of the Company Shareholders representing three-quarters (75%) or more of the votes cast by those Company Shareholders who (being entitled to do so) vote in person or by proxy at the Scheme Meeting (or at any adjournment or postponement of such meeting), and (ii) the approval of the Company Shareholder Resolutions by the requisite majority of the Company Shareholders at the Company GM (or at any adjournment or postponement of such meeting).

“Company Shareholder Resolutions” means the resolutions to alter the Company Articles of Association and such other matters as may be necessary to facilitate the implementation of the Transaction and/or the Scheme of Arrangement.

“Company Shares” means the ordinary shares, par value $1.00 per share, of the Company.

“Company Subsidiaries” means the Subsidiaries of Company.

“Company Superior Proposal” means a bona fide written proposal that is not solicited after the date of this Agreement in breach of this Agreement and is made after the date of this Agreement by any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) (other than Buyer or any of its Affiliates) to acquire, directly or indirectly, (a) businesses or assets of Company or any of its Subsidiaries (including capital stock of or ownership interest in any Subsidiary) that account for all or substantially all of the fair market value of Company and its Subsidiaries’ assets or that generated all or substantially all of Company’s and its Subsidiaries’ net revenue or earnings for the preceding 12 months, respectively, or (b) all or substantially all of the outstanding Company Shares, in each case whether by way of merger, amalgamation, scheme of arrangement, share exchange, tender offer, exchange offer, recapitalization, consolidation, sale of equity or assets or otherwise, that in the good-faith determination of the Company Board of Directors, after consultation with its financial and legal advisors, if consummated, would result in a transaction more favorable to Company’s shareholders than the Transaction (after taking into account the time likely to be required to consummate such proposal, the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing or certainty of closing, the identity of the Person or Persons making the proposal and any adjustments or revisions to the terms of this Agreement offered by Buyer in response to such proposal or otherwise), after considering all factors the Company Board of Directors deems relevant.

“Company Third Party” means any Person, including as defined in Section 13(d) of the Exchange Act, other than Buyer or any of its Affiliates or any of its or their Representatives acting on behalf of Buyer or such Affiliate in connection with the Transaction.

“Company Water Rights” means the water rights owned by Company or any Company Subsidiary.

“Confidentiality Agreement” means the Confidentiality Agreement, dated October 2, 2024, between Company and Rio Tinto Western Holdings Limited, as it may be amended from time to time.

“Continuing Employees” means employees of Company and its Subsidiaries who remain employed by Company or any of its Subsidiaries after the Closing Date.

“Contract” means any written or oral agreement, contract, subcontract, settlement agreement, lease, sublease, binding understanding, note, option, bond, mortgage, indenture, trust document, loan or credit agreement, license, sublicense, insurance policy or other legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect.

“Court Order” means the Act of Court sanctioning the Scheme.

“COVID-19” means the disease caused by SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.

“Damages” means all damages, costs, expenses, liabilities or losses of any kind.

“DOL” means the United States Department of Labor.

“DPA” means Section 721 of Title VII of the Defense Production Act of 1950, as amended, and including as implemented through 31 C.F.R. Part 800.

“Effect” means any change, effect, development, circumstance, condition, state of facts, event or occurrence.

“Equity Award Conversion Ratio” means the quotient obtained by dividing (i) the Consideration by (ii) the average volume weighted average price per ordinary share of (A) Rio Tinto plc on the London Stock Exchange in the case of Adjusted Restricted Share Rights, Adjusted Company Options or Adjusted Company RSUs granted in respect of Rio Tinto plc shares and (B) Rio Tinto Limited on the Australian Securities Exchange in the case of Adjusted Restricted Share Rights, Adjusted Company Options or Adjusted Company RSUs granted in respect of Rio Tinto Limited shares for the 30 consecutive trading day period ending on the last trading day preceding the Closing Date.

“End Date” means October 9, 2025, as may be extended pursuant to ‎Section 8.1(d).

“Environmental Laws” means all Laws which relate to pollution, protection of the environment, or public or worker health or safety (regarding Hazardous Substances).

“Environmental Permits” means any permit, license, consent, certificate, registration, variance, exemption, authorization or approval required under Environmental Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means with respect to Company, any trade or business, whether or not incorporated, that together with Company would be deemed a “single employer” within the meaning of Section 414 of the Code or Section 4001(b)(1) of ERISA or that is a member of the same “controlled group” as Company pursuant to Section 4001(a)(14) of ERISA.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Ex-Im Laws” means all Laws relating to export, re-export, transfer or import controls, including the International Traffic in Arms Regulations administered by the U.S. Department of State, the Export Administration Regulations administered by the U.S. Department of Commerce, the customs and import Laws administered by U.S. Customs and Border Protection, and similar Laws of Canada, the European Union, the United Kingdom, Argentina, and any other relevant jurisdiction.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977.

“FLSA” means the Fair Labor Standards Act of 1938.

“Fundamental Representations” means the representations and warranties set forth in Sections 3.1 (Qualification, Organization, etc.), 3.3(a) (Corporate Authority Relative to this Agreement), 3.3(c)(i) (No Violation), 3.17 (Required Vote; Takeover Provisions), 3.20 (Finders and Brokers), 4.1 (Qualification, Organization, etc.), 4.2 (Capitalization), 4.3(a) (Corporate Authority Relative to this Agreement), and 4.5 (Finders and Brokers).

“GAAP” means the United States generally accepted accounting principles, consistently applied.

“Governmental Consent” means a consent of, with or to a Governmental Entity (including the expiration of any waiting or other time period required to pass before governmental consent or acquiescence may be assumed or relied on).

“Governmental Entity” means (a) any national, U.S. federal, state, county, municipal, local or foreign government or any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of, or pertaining to, government, including any arbitral body (public or private), in each case in any part of the world, (b) any public international governmental organization, or (c) any agency, commission, division, instrumentality, bureau, department or other political subdivision of any government, entity or organization described in the foregoing clause (a) or (b) of this definition.

“Government Official” means (a) any official, officer, employee or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Entity, political party, or state-owned or state-controlled company, or (b) any candidate for political office.

“GST” means GST (with the meaning given in the GST Act), value added tax, other sales or turnover tax or other Tax of a similar nature imposed in any country.

“GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“Hazardous Substance” means any material, substance or waste that is subject to regulation, or for which liability or standards of conduct may be imposed, under any Environmental Laws, including petroleum and per- and polyfluoroalkyl substances.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board, consistently applied.

“Indebtedness” means, with respect to any Person,

“Intellectual Property” means all intellectual property and similar proprietary rights existing anywhere in the world, including with respect to (a) patents, utility models, and any other governmental grant for the protection of inventions or industrial designs, applications for the foregoing, and all reissues, reexaminations, divisionals, continuations, and continuations-in-part thereof, (b) trademarks, service marks, trade dress, logos, slogans, brand names, trade names, corporate names and other similar designations of source or origin, together with the goodwill associated therewith and symbolized thereby, as well as any rights to domain names, (c) copyrights, copyrightable works and other works of authorship, (d) trade secrets and other confidential information, including know-how, inventions (whether or not patentable), concepts, methods, processes, apparatuses, designs, schematics, drawings, formulae, technical data, specifications, research and development information, technology, and business plans (“Trade Secrets”), (e) rights in databases and data collections (including knowledge databases, customer lists and customer databases), (f) Software, including data, databases and documentation therefor, and (g) in each case of (a) through (f) above, whether registered or unregistered, and including all applications for any such rights as well as the right to apply for such rights and all goodwill associated with, any of the foregoing.

“Intentional Breach” means, with respect to any agreement or covenant of a Party in this Agreement, an action or omission intentionally taken or omitted to be taken by such Party in material breach of such agreement or covenant that the breaching Party takes (or fails to take) with actual knowledge (determined without regard to the definition of “knowledge” in this Agreement) that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.

“Investment Screening Laws” means any applicable U.S. or foreign Laws that are designed or intended to screen, prohibit, restrict or regulate investments on public order or national security grounds, including any U.S. or foreign Laws designed to regulate foreign investment.

“IT Assets” means any and all of the following which are owned, used or held for use by Company or any of its Subsidiaries: computers, software, servers, networks, workstations, routers, hubs, circuits, switches, data communications lines, and all other information technology equipment, and all associated documentation.

“knowledge” will be deemed to be, as the case may be, the actual knowledge of (a) the Persons listed in Section 9.6(a) of the Company Disclosure Schedule with respect to Company, or (b) the Persons listed in Section 9.6(a) of the Buyer Disclosure Letter with respect to Buyer, in each case after reasonable inquiry of such individual’s direct reports with operational responsibility for the fact or matter in question.

“Law” means any law (including common law), statute, code, rule, regulation, Order, ordinance or other pronouncement of any Governmental Entity having the effect of law or stock exchange rule.

“Legacy Restricted Share Right” means each Company restricted share right subject to vesting, repurchase, forfeiture, transfer or other restrictions, that was granted under the Company Omnibus Incentive Plan, as a replacement award in respect of Allkem Limited performance rights in accordance with the A-L Transaction Agreement.

“Lien” means any lien, charge, pledge, hypothecation, mortgage, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest or encumbrance or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Listed Shares” means either the ordinary shares of 10 pence each of Rio Tinto plc or the ordinary shares of Rio Tinto Limited, as the context requires.

“Material Restraint” means any Law adopted by any Governmental Entity having jurisdiction over any Party that (a) is in effect, (b) makes illegal or otherwise prohibits the consummation of the Transaction or the Scheme and (c) either (i) arises under Antitrust Laws or Investment Screening Laws of the jurisdictions set forth in Exhibit B (as the same may be amended with the written consent of Company and Buyer) or (ii) the violation or contravention of which would reasonably be expected to result in (A) criminal liability to any Person, (B) personal liability to any director or officer of a Party or any of their respective Subsidiaries or (C) a material adverse effect on Parent Group following the Effective Time.

“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA.

“Multiple Employer Plan” means an employee benefit plan maintained by more than one employer within the meaning of Section 413(c) of the Code or that is or has been subject to Section 4063 or 4064 of ERISA.

“Naraha” means Toyotsu Lithium Corporation, a corporation formed under the Laws of Japan.

“Nemaska” means Nemaska Lithium Inc., a corporation amalgamated and existing under the federal Laws of Canada.

“NI 43-101” means National Instrument 43-101, Standards of Disclosure for Mineral Projects;

“Non-Employee Director RSU” means a Company RSU which, as of immediately prior to the Effective Time, is held by a non-employee member of the Company Board of Directors.

“NYSE” means the New York Stock Exchange.

“Order” means any order, judgment, injunction, ruling, writ, determination, award or decree of any Governmental Entity.

“Parent Group” means Rio Tinto plc, and its subsidiary undertakings (as defined in the Companies Act 2006) from time to time, together with Rio Tinto Limited and each of its subsidiaries (as defined in the Australian Act), and includes any entity that would be considered to be a subsidiary of Rio Tinto plc and/or Rio Tinto Limited if they were treated as one company, and a “Parent Group Company” means any subsidiary company of the Parent Group.

“Parties” shall have the meaning set forth in the Preamble.

“PBGC” means the United States Pension Benefit Guaranty.

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

“Personal Information” means any information that, alone or in combination with other information held by Buyer, Company or any of their respective Subsidiaries, as applicable, identifies or could reasonably be used to identify an individual, and any other personal information that is identified in applicable Laws as being ‘personal information’, ‘personal data’ or similar terms and subject to such Laws.

“Proxy Statement Clearance Date” means the earlier of (a) the date on which the Company is informed by the SEC, orally or in writing, that the Proxy Statement will not be reviewed by the SEC, including the first (1st) Business Day that is at least ten (10) calendar days after the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement, and (b) in the event that the Company receives comments from the SEC on the preliminary Proxy Statement, the first (1st) Business Day immediately following the date the SEC informs the Company, orally or in writing, that the SEC staff has no further comments on the preliminary Proxy Statement.

“Register of Members” means the register of members of Company from time to time.

“Registrar of Companies” means the Registrar of Companies in Jersey operated by the Jersey Financial Services Commission.

“Representatives” means, when used with respect to any Person, the Affiliates, directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives of such Person.

“Sanction Date” means the day on which the Court hears the application to sanction the Scheme or, if the application is adjourned for any reason, the first day on which the adjourned application is heard.

“Sanctioned Country” means any country or region that is, or was at any time since January 1, 2018, the subject or target of a comprehensive embargo under Sanctions Laws or Ex-Im Laws (including Cuba, Iran, North Korea, Syria, and the Crimea region and the “so-called” Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions of Ukraine).

“Sanctioned Person” means any Person that is the subject or target of sanctions or other targeted restrictions under Sanctions Laws or Ex-Im Laws, including: (a) any Person listed on any applicable sanctions- or export-related restricted party list, including the U.S. Department of the Treasury, Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals and Blocked Persons, OFAC’s Consolidated Sanctions List, the U.S. Department of Commerce’s Denied Persons, Entity or Unverified Lists, His Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets, the UN Security Council Consolidated List or the European Union Consolidated List of Financial Sanctions Targets; (b) any other Person that is subject to any such sanctions or restrictions as a result of a relationship of ownership, control, or agency with any Person(s) described in the foregoing clause (a), or otherwise; or (c) any Person located, organized, or resident in a Sanctioned Country.

“Sanctions Laws” means all Laws relating to economic or trade sanctions administered or enforced by the United States (including by OFAC or the U.S. Department of State), Canada, the United Kingdom, Jersey, the United Nations Security Council, the European Union, any European Union Member State or any other relevant Governmental Entity of a member state of the Organisation for Economic Co-operation and Development.

“Scheme” or “Scheme of Arrangement” means the proposed scheme of arrangement under article 125 of the Companies Law between Company and Company Shareholders, in form agreed by Company and Buyer in accordance with the terms of this Agreement, subject to any alterations or conditions made or required by the Court and agreed to in writing by Company and Buyer in accordance with the terms of this Agreement.

“Scheme Document” means the scheme circular or other similar document containing the terms of the Scheme and the appropriate explanatory statement in compliance with Article 126(2) of the Companies Law (including a proxy statement) sent to the Company Shareholders, published by Company in connection with the Scheme of Arrangement and which, for the avoidance of doubt, may be contained in the Proxy Statement.

“Scheme Implementation” means the implementation of the Scheme upon the terms and subject to the conditions hereof.

“Scheme Meeting” means such meeting(s) of the Company Shareholders as the Court may direct in relation to the approval of the Scheme of Arrangement by the Company Shareholders.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933.

“Service Provider” means any current or former employee, officer, director, consultant or independent contractor of the Company.

“Software” means any and all computer programs, including operating system and applications, software, implementations of algorithms, computerized databases, development tools, design tools, user interfaces and program interfaces, whether in source code or object code form and all documentation relating to the foregoing.

“Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation, limited liability company, partnership or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the outstanding shares of capital stock of, or other equity interests, having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries or (b) with respect to a partnership, such Person or any other Subsidiary of such Person is a general partner. For the avoidance of doubt, Nemaska and Naraha shall each be deemed a Subsidiary of Company under this Agreement.

“Takeover Statutes” means any “fair price”, “moratorium”, “control share acquisition”, “business combination” or any other anti-takeover statute or similar statute enacted under applicable Law, including Section 203 of the Delaware Code or similar Law, and any restrictive provision in the Company Governing Documents.

“Tax” or “Taxes” means any and all taxes, levies, duties, tariffs, imposts and other similar charges and fees imposed by any Governmental Entity, including income, deduction, franchise, windfall or other profits, gross receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, GST, gains tax and license, registration and documentation fees, severance, occupation, environmental, customs and export duties, disability, real property, personal property, escheat or unclaimed property, registration, alternative or add-on minimum or estimated tax, any tax amounts pursuant to a European Union “state aid” claim or a “false claims” act, including any interest, penalty, charge, fine, fee, additions to tax or additional amounts attributable to or imposed with respect to any of the foregoing, whether disputed or not.

“Tax Return” means any report, return, information return, certificate, claim for refund, election, estimated tax filing or declaration filed or required to be filed with any Governmental Entity in connection with the determination, assessment or collection of Taxes, including any schedule or attachment thereto, and including any amendments thereof.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“WARN Act” means the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder.

“WTO” means the World Trade Organization.

Section 9.16      Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Signature Page to Transaction Agreement] 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Signature Page to Transaction Agreement] 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Signature Page to Transaction Agreement]

Exhibit A

REQUIRED GOVERNMENTAL CONSENTS

Antitrust Laws

Investment Screening Laws

 Exhibit B

COMPANY BUSINESS PLAN

Arcadium Lithium Investor Day September 19, 2024 NYSE: ALTM | ASX: LTM

D i sc l a i mer No Offer or Solicitation This presentation does not constitute or form a part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Arcadium Lithium plc or any of its subsidiaries or affiliates (collectively "Arcadium Lithium") nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Arcadium Lithium, or with any other contract or commitment whatsoever. Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this presentation are forward - looking statements. In some cases, we have identified forward - looking statements by such words or phrases as "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends" or similar expressions identifying "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward - looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for Arcadium Lithium based on currently available information. There are important factors that could cause Arcadium Lithium's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward - looking statements, including the factors described under the caption entitled "Risk Factors" in Arcadium Lithium's 2023 Form 10 - K filed with the Securities and Exchange Commission ("SEC") on February 29, 2024, as well as Arcadium Lithium's other SEC filings and public communications. Although Arcadium Lithium believes the expectations reflected in the forward - looking statements are reasonable, Arcadium Lithium cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium Lithium nor any other person assumes responsibility for the accuracy and completeness of any of these forward - looking statements. Arcadium Lithium is under no duty to update any of these forward - looking statements after the date of this presentation to conform its prior statements to actual results or revised expectations. Non - GAAP Financial Measures Arcadium Lithium uses the financial measures Adjusted EBITDA, Adjusted EBITDA margin and Adjusted cash and deposits. These financial measures are not calculated in accordance with generally accepted accounting principles (GAAP). Definitions of these financial measures, as well as a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP, are provided on our website ir.arcadiumlithium.com. 2

Agenda 3 2:00 – 5:00 PM: Presentation and Q&A Paul Graves Introduction Barbara Fochtman Operations Overview Walter Czarnecki Commercial Neil Robertson Expansions Gilberto Antoniazzi Financial Update 5:00 – 6:00 PM: Reception Q&A with the Arcadium Lithium Executive Team

Introduction Paul Graves Chief Executive Officer

Pathway to $1.3B Adjusted EBITDA by 2028 5 Sales Volume (LCEs) Revenue ~2x increase 24% CAGR Adjusted EBITDA 1 Adjusted EBITDA Margin 1 34% CAGR Max Net Leverage 1,2 ~75 ~140 $ 1 .4B $ 2 .7B $525M $ 1 .3B 38% 48% 2 . 1 x 1,000bps increase Reached in 2026 before quickly declining thereafter 2025E 2028E See Financial Update presentation for further detail as to underlying assumptions. Based on consensus price expectations using broker research as of 9/11/2024. Should not be interpreted as Company guidance. 1. Denotes non - GAAP financial term. Although Arcadium Lithium provides estimates, the Company is not able to do so for the most directly comparable measure calculated and presented in accordance with GAAP. Certain elements of the composition of the GAAP amount are not predictable, making it impractical for the Company to provide an outlook for such GAAP measure or to reconcile corresponding non - GAAP financial measure to such GAAP measure without unreasonable efforts. For the same reason, the Company is unable to address the probable significance of the unavailable information. As a result, no GAAP equivalent outlook is provided for these metrics. 2. Adjusted Net Debt / Adjusted EBITDA. Debt includes amounts outstanding under revolving credit facility, project loan facilities and convertible notes and excludes customer prepayment obligations and affiliate loans. Cash excludes Nemaska Lithium.

Jan 4, 2024 merger of Global vertically integrated lithium chemical producer with low - cost assets and diversified high quality product offering Wide technology portfolio with expertise in all major forms of lithium extraction and processing developed over time Near - term volume growth from completed projects and multi - decade expansion potential due to scale and high - quality resources Strong and flexible balance sheet with proven commercial strategy maximizing value throughout market cycles We Are Arcadium Lithium

Company Snapshot 7 6/30/24 LTM 1 REVENUE $1.4B EMPLOYEES ~2,400 OPERATING SITES 10 DEVELOPMENT ASSETS (MULTIPLE GROWTH PHASES) 5 2024 AND 2025 YoY VOLUMETRIC SALES GROWTH (LCE 2 BASIS) 25% H124 REVENUE BY PRODUCT COUNTRIES, INCLUDING LOCATIONS OF OPERATING SITES, DEVELOPMENT ASSETS AND OFFICES 9 1. Last Twelve Months. 2. Lithium Carbonate Equivalents. 3. Includes lithium carbonate by - product revenues. 4. Includes low grade spodumene sales and minimal other products. H124 REVENUE BY REGION 84% 8 % 8% 0 % 43% 30% 18% 9% Lithium Hydroxide  Lithium Carbonate 3  Butyllithium & Other Lithium Specialties  Spodumene 4  Asia Pacific  North America  Europe, Middle East, Africa  Latin America

Experienced Leadership Team 8 PAUL GRAVES Chief Executive Officer BARBARA FOCHTMAN Chief Operations Officer WALTER CZARNECKI Chief Commercial Officer NEIL ROBERTSON Chief Projects Officer GILBERTO ANTONIAZZI Chief Financial Officer ALICIA MARKMANN Chief Human Resources Officer J. IGNACIO COSTA General Manager of Argentina SARAH MARYSSAEL Chief Strategy Officer and General Manager of Canada SARA PONESSA General Counsel CHRISTIAN CORTES Chief Integration and Transformation Officer KAREN VIZENTAL Chief Sustainability and Global Communications Officer Today’s Speakers

FOCUS ON INNOVATION Investing in next - generation lithium processing and battery technology applications SIGNIFICANT VOLUME GROWTH Continued investment in our attractive development projects to meet long term customer demand What Makes Arcadium Lithium Unique? 9 ROBUST FINANCIALS Sustained profitability and cost discipline to support growth throughout market cycles CUSTOMER RELATIONSHIPS Growing alongside long standing and industry - leading customers in the core markets we serve FLEXIBLE NETWO R K Global vertically integrated supply chain helping to maximize profit per unit of lithium produced BROAD RANGE OF PRODUCTS Full suite of sustainable lithium products qualified into most challenging supply chains SUSTAINABILITY LEADERSHIP Merged two companies with industry - leading sustainability profiles TOP TIER ASSETS Large and high - quality resources with a leading cost position

Fully Integrated Operations: Resource to Customer 1. Exclusive contract manufacturing sites. Mt Cattlin, Australia Galaxy (James Bay), Canada Nemaska Lithium, Canada Naraha, Japan Bromborough, U.K. Rugao, China 1 Zhejiang, China 1 Zhangjiagang, China Olaroz, Argentina Cauchari, Ar gentina Sal de Vida, Argentina Fénix / Güemes, Argentina Bessemer City, U.S. Operating Asset Development Asset Downstream – Other Specialties Downstream – Hydroxide Upstream – Brine Upstream – Hard Rock 10

ARGENTINA (BRINE) CANADA (HARD ROCK) Core Upstream Portfolio 11 Note: assumes 100% consolidation of Olaroz and Nemaska Lithium, in which Arcadium Lithium has current ownership interests of 66.5%, and 50%, respectively. Excludes Mt Cattlin. All numbers in USD. Mineral Resource Estimates sourced from Arcadium Lithium’s Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource Estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE. Opex: cash cost basis inclusive of royalties and transportation cost. 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. Fénix Resource: 11.8M tonnes LCE Status: Operating / Construction Product: Carbonate, Chloride (Güemes) Current Capacity: 32ktpa LCE 1 Opex: $5.5 - 6.5/kg Ongoing Expansion: 10ktpa Carbonate (1B) Future Expansion: 30ktpa Carbonate Sal de Vida Resource: 7.2M tonnes LCE Status: Construction Product: Carbonate Capacity: 15ktpa Opex: $6 - 7/kg Future Expansion: 30ktpa Olaroz Resource: 22.6M tonnes LCE Status: Operating Product: Carbonate Current Capacity: 43ktpa Opex: $6.5 - 7.5/kg Cauchari Resource: 6.0M tonnes LCE Status: Study Product: Carbonate Capacity: 25ktpa Opex: $6.5 - 7.5/kg Whabouchi (Nemaska Lithium ) Resource: 54.3M tonnes @1.4% Li 2 O Status: Construction Product: Spodumene Capacity: 235kdmt @ 5.5% Li 2 O (~30ktpa LCE) Opex: $650/dmt Galaxy Resource: 111.3M tonnes @1.3% Li 2 O Status: Pre - Construction Product: Spodumene Capacity: 310kdmt @ 5.6% Li 2 O (~40ktpa LCE) Opex: $600/dmt Future Expansion: 310kdmt (~40ktpa LCE)

With Significant Expected Multi - Year Volume Growth WAVE 2: 2028 Onwards Evaluating phasing of future expansion projects 295 WAVE 1: 2028 Expected Completion Currently progressing four projects at varying stages of development 170 AMEPLATE (KT LCE) 1 2024 Capacity 1 75 25 80 30 40 45 30 67 15 42 32 43 43 43 Note: Annual capacity shown in ‘000 metric ton lithium carbonate equivalents. Assumes 100% consolidation of Olaroz and Nemaska Lithium, in which Arcadium Lithium has current ownership interests of 66.5% and 50%, respectively. 1. Excludes current Mt Cattlin capacity and downstream conversion capacity. 2. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. N O L A ROZ SAL DE VIDA NEMASKA LITHIUM GALAXY (JAMES BAY) C A U C H A RI FÉNIX 2 12

Downstream Value - Added Product Network 13 Note: assumes 100% consolidation of Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 50% and 75%, respectively. 1. Represents theoretical capacity for lithium chloride. Actual production is limited by a tradeoff with lithium carbonate based on our current lithium production processes. Total Capacity: 55ktpa (Carbonate to Hydroxide) Bessemer City, U.S.: 15ktpa (2 lines) Rugao, China: 15kt p a (3 lines) Produced from concentrated brine currently supplied from Fénix Capacity: 9ktpa 1 Location: Güemes, Argentina Total Capacity: 3,145ktpa Zhejiang, China: 15ktpa (1 line) Naraha, Japan: 10kt p a (1 line) Bessemer City, U.S.: 495tpa Z hang ji agang , China: 1,500tpa Bromborough, U.K.: 1,150tpa Lithium metal feedstock produced from lithium chloride supplied from Güemes Capacity: 250tpa Location: Bessemer City, U.S. Nemaska Lithium (Bécancour, Québec): 32ktpa (Integrated Spodumene to Hydroxide) Lithium Hydroxide Lithium Chloride Butyllithium High Purity Metal

Broad Range of Lithium Chemicals Offering Battery grade lithium hydroxide Battery grade lithium carbonate Non - battery lithium hydroxide Technical grade lithium carbonate High purity lithium metal & other specialties B u t y lli t h i u m KEY END MARKETS WE SERVE EV ENERGY STORAGE OTHER RECHARGEABLE BATTERY SYSTEMS HIGH PERF O R M ANC E GREASES GLASS, CERAMICS & OTHER INDUSTRIAL NEXT GENERATION BATTERIES AER O SPAC E PHARMA & AGROCHEMICALS POLYMERS N O N - RECHAR G EAB LE BATTERIES High - quality products qualified into leading supply chains Long - standing customer relationships Security of supply and predictability of cost and quality C O M PE T I T I V E AD V AN T A GES 14

Multi - Year Relationships with Global Leaders 15 Note: Ford currently a customer of Nemaska Lithium. BMW Group

Investing in Innovation and Next Generation Application Technology 16 Enhancing lithium processing capabilities ILiAD Technologies Strengthens leadership in DLE production processes Potential improvement in efficiency, sustainability and costs Lithium Metal Assets Targeting safer, lower cost and more sustainable production Added flexibility using lithium carbonate feedstock Helps to meet long term demand potential for IRA 1 compliant lithium metal Developing next generation battery applications LIOVIX ® Important technology for the development and commercialization of lithium metal anodes and future solid - state batteries Improving battery life and manufacturing cost Enhancing safety and sustainability 1. U.S. Inflation Reduction Act of 2022.

We pride ourselves on transparency, continuous improvement and delivering value to all stakeholders Responsible Production & Supply Chains High standards for operations and development with safety, health, environmental and quality certifications for all sites Participation in industry and customer - driven initiatives for responsible production & supply chains, transparency and product traceability Direct Engagement with all Stakeholders Robust “shared value” programs for local community engagement and development, including dialogue and agreements with indigenous peoples Deep community ties cultivated through years of collaboration in the regions where we operate Commitment to Sustainability Leadership 17 Sustainability is central to our mission and a key part of our decision - making process Commitment to safety, corporate governance, ethics and responsible operations Published first Sustainability Report as a combined company Visit arcadiumlithium.com/sustainability

Merger Integration Update 18 Achieving cost savings ahead of initial targets Combining industry leading know - how under new operating model Building stronger project delivery capabilities Up to $80M in run - rate cost savings expected in 2024 Up to $120M in run - rate cost savings expected by 2025 (~50% increase from 2024) Consolidation of technical capabilities across upstream and downstream More effective management of global asset network Hired experienced leaders Standardizing processes and procedures Integrating project teams for greater cost efficiency and effectiveness

19 Investing in Growth While Maintaining Financial Discipline Strong and flexible position to maximize our assets while outperforming throughout market cycles Accelerating Cost Savings Reducing Pace of Expansion to Reflect Market Conditions Optimizing Operating Network with Customers and Partners Enhancing Financial Performance and Flexibility Expect to achieve targeted run - rate cost savings ahead of prior 2027 timeline Total savings opportunity exceeds initial $125M expectation Improving cash flow by over $500M over next 24 months (including Mt Cattlin decision) Strong near - term volume growth remains from recently completed and progressed expansions Increasing flexibility of global operating network to extract maximum value from each unit of lithium produced Signed MoU 1 with Toyota Tsusho Corporation (TTC) as a key initial step Greater visibility and profitability throughout market cycles Responsibly leveraging the balance sheet to deliver growth 1. MoU = Memorandum of Understanding.

Operations Overview Barbara Fochtman Chief Operations Officer

Operations Overview 21 What is our strategy? Maximize the value of each lithium unit that we sell to customers Aim to produce what we’ve sold, not sell what we’ve produced Commercial team highlights opportunities and operations team delivers on those objectives How do we achieve this? Decades of expertise and know - how across all forms of lithium extraction and production Leverage scale and diversity of our low cost and vertically integrated operations Deliver high - quality products meeting the most demanding application standards Innovate in process technology Leading sustainability profile with focus on continually improving global footprint

Global Product Networks 22 Brine > Lithium Carbonate OR Lithium Hydroxide F é n ix Olaroz Cauchari / Olaroz Sal de Vida Lithium Carbonate Third Party Sales Lithium Hydroxide U. S . C h i n a Ja p a n Development Asset Operating Asset Lithium Product

Global Product Networks 23 Lithium Chloride 1 G ü e m es F é n ix Purified Metal P r i n t a b le Lithium BuLi 2 Lithium Metal U.K. / C h i n a U.S. / Ca n a d a Sal de Vida Olaroz Lithium Carbonate (Technical Grade) 1. A limited amount of lithium chloride is sold directly to customers. 2. BuLi = butyllithium. Development Asset Future Opportunity Operating Asset Lithium Product Brine > Chloride (OR Carbonate) > Specialties

Global Product Networks 24 Mt Cattlin ( A u s t r alia) Nemaska Lithium: W h a bo u c h i (Québec) Galaxy ( Q u é b ec ) Nemaska Lithium: B éca n c o u r (Québec) Future Potential Conversion Sites S pod um e n e Third Party Sales Lithium Hydroxide Spodumene > Lithium Hydroxide OR Market Development Asset Future Opportunity Operating Asset Lithium Product

Current Operating Asset Overview 100ktpa LCE of current saleable capacity across all lithium products 1 Note: assumes 100% consolidation of Olaroz, Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 66.5%, 50% and 75%, respectively. 1. Does not double count hydroxide capacity that is fed by carbonate or other specialties that is fed by chloride. Includes current Mt Cattlin capacity. 2. Butyllithium and high purity lithium metal are shown in actual product tons. 3. Represents theoretical capacity for lithium chloride. Actual production is limited by a tradeoff with lithium carbonate based on our current lithium production processes. Carbonate 28 Fénix, Argentina 43 Olaroz, Argentina 71 Total Hydroxide 15 Bessemer City, U.S. 15 Rugao, China 15 Zhejiang, China 10 Naraha, Japan 55 Total Spodumene 200 Mt Cattlin, Australia Other Specialities 9 Lithium Chloride (Güemes, Argentina) 3 3,145 Butyllithium (U.S., U.K., China) 250 High Purity Lithium Metal (Bessemer City, U.S.) U PS T R EA M DOWNSTREAM NAMEPLATE CAPACITY (‘000 product metric tons 2 ) 25

U P ST R E A M 26 Olaroz, Argentina

ARGENTINA (BRINE) Core Upstream Portfolio 27 Note: assumes 100% consolidation of Olaroz and Nemaska Lithium, in which Arcadium Lithium has current ownership interests of 66.5%, and 50%, respectively. Excludes Mt Cattlin. All numbers in USD. Mineral Resource Estimates sourced from Arcadium Lithium's Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource Estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE. Opex: cash cost basis inclusive of royalties and transportation cost. 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. Fénix Resource: 11.8M tonnes LCE Status: Operating / Construction Product: Carbonate, Chloride Capacity: 32ktpa LCE 1 Opex: $5.5 - 6.5/kg Ongoing Expansion: 10ktpa Carbonate (1B) Future Expansion: 30ktpa Carbonate Olaroz Resource: 22.6M tonnes LCE Status: Operating Product: Carbonate Capacity: 43ktpa Opex: $6.5 - 7.5/kg Sal de Vida Resource: 7.2M tonnes LCE Status: Construction Product: Carbonate Capacity: 15ktpa Opex: $6 - 7/kg Future Expansion: 30ktpa Cauchari Resource: 6.0M tonnes LCE Status: Study Product: Carbonate Capacity: 25ktpa Opex: $6.5 - 7.5/kg CANADA (HARD ROCK) Whabouchi (Nemaska Lithium ) Resource: 54.3M tonnes @1.4% Li 2 O Status: Construction Product: Spodumene Capacity: 235kdmt @ 5.5% Li 2 O (~30ktpa LCE) Opex: $650/dmt Galaxy Resource: 111.3M tonnes @1.3% Li 2 O Status: Pre - Construction Product: Spodumene Capacity: 310kdmt @ 5.6% Li 2 O (~40ktpa LCE) Opex: $600/dmt Future Expansion: 310kdmt (~40ktpa LCE)

Current installed capacity of 32ktpa LCE 1 Over 25 years of historical operations utilizing proprietary technology developed for the resource and site conditions Direct Lithium Extraction: – Decreases processing time – Improves lithium yield (>80%) – Removes impurities – Lower land use requirements Battery grade carbonate production and low costs underpinned by high grade resource and DLE process – Large and high - grade resource with historical production >740 mg/L lithium concentration – Low total operating costs in the range of $5.5 - 6.5/kg 2 Recent 1A expansion (+10ktpa) will reach full run rate H2 2024 – Replication of proven existing process technology on site – Faster ramp - up timeline with limited pond network Fénix (Hombre Muerto) 28 UPSTREAM DOWNSTREAM 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. 2. Cash cost inclusive of royalties and transportation cost.

O l a r o z 29 1. Cash cost inclusive of royalties and transportation cost. Operating costs are higher when producing a higher proportion of battery grade versus technical grade carbonate. Current installed capacity of 43ktpa Pond management expertise has supported steady production growth with minimal seasonality impacts Low environmental footprint – Utilization of solar energy – Low use of water Total operating costs in the range of $6.5 - 7.5/kg 1 Producing battery and technical grade carbonate from Stage 1 (17.5ktpa) Stage 2 (+25ktpa) is designed to produce technical grade for battery grade hydroxide conversion – Expected to achieve full operating rates by end of 2025 D O W N S T R E A M UPSTREAM

30 Argentina Network Optimization Increasing flexibility between carbonate and hydroxide capacity to maximize value of lithium sold 1. Assumed to come from all of Olaroz 2 as designed (25kpta), the majority of Olaroz 1 production and a small portion of Sal de Vida. ILLUSTRATIVE (KT LCE) 80 CARBONATE P ROD U C T IO N CARBONATE TO BATTERY GRADE HYDROXIDE CONVERSION CAPACITY Ba t te r y G r a d e 40 - 50 T ec hn i ca l G r a d e 1 C A R B ON A T E SALES Direct sales of highest value battery grade product Value capture from conversion versus direct sales 30 - 40 50 Total (55KT LiOH) 30 - 40

Proven operation commissioned in 2010 Reserve supports open pit mining in three stages: Stage 3, 4A and 4B Production output reduced in 2024 adapting to weaker market conditions (~120k dmt) Suspending 4A waste stripping and transitioning to Care & Maintenance by mid - 2025 – Actions increase cumulative expected net cash flow in 2024 and 2025 by $75M to $100M Stage 3 supports similar year - over - year sales volumes in 2025 – Average remaining operating cost of ~$500/dmt 1 Future cutbacks are likely more economical via underground mining (UG) Evaluating future options including interest in UG mining or above ground infrastructure from other parties Mt Cattlin D O W N S T R E A M UPSTREAM Note: all numbers in USD. 1. Cash cost inclusive of royalties and transportation cost. 31

DOWNSTREAM Rugao, China

Downstream Value - Added Product Network 33 Note: assumes 100% consolidation of Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 50% and 75%, respectively. 1. Represents theoretical capacity for lithium chloride. Actual production is limited by a tradeoff with lithium carbonate based on our current lithium production processes. Total Capacity: 55ktpa (Carbonate to Hydroxide) Bessemer City, U.S.: 15ktpa (2 lines) Rugao, China: 15kt p a (3 lines) Produced from concentrated brine currently supplied from Fénix Capacity: 9ktpa 1 Location: Güemes, Argentina Total Capacity: 3,145ktpa Zhejiang, China: 15ktpa (1 line) Naraha, Japan: 10kt p a (1 line) Bessemer City, U.S.: 495tpa Z hang ji agang , China: 1,500tpa Bromborough, U.K.: 1,150tpa Lithium metal feedstock produced from lithium chloride supplied from Güemes Capacity: 250tpa Location: Bessemer City, U.S. Nemaska Lithium (Bécancour, Québec): 32ktpa (Integrated Spodumene to Hydroxide) Lithium Hydroxide Lithium Chloride Butyllithium High Purity Metal

Largest U.S. lithium hydroxide producer operating for over 70 years One of the few IRA compliant hydroxide assets in operation today Recently doubled capacity with fast and low capital expansion Minimal fixed cost structure provides greater flexibility to run or not run Demonstrated capability to run at full run rate fed by Olaroz carbonate Developed through joint venture with Toyota Tsusho (25% economic interest) Hydroxide Network Leveraging decades of expertise to produce and expand capabilities BESSEMER CITY, U.S. – 100% Ownership – 15ktpa capacity – IRA Compliant RUGAO AND ZHEJIANG, CHINA – Exclusive contract manufacturing – 30ktpa total capacity N A R A H A , JAPAN – 75% Economic Interest – 10ktpa capacity – IRA Compliant UPSTREAM DOWNSTREAM Regional diversification with an ability to serve customer supply chains globally Proven capability to meet highest battery grade qualification standards C O M PE T I T I V E AD V AN T A GES Carbonate to hydroxide route provides operating and product flexibility 34

Typical q u a li f i c a t i o n process can take a minimum of 6 months Lengthy and costly qualification into leading OEM and battery supply chains supports long - term relationships No standardized set of specifications (physical or chemical) and constantly evolving Vertical integration and operational expertise key to consistent production quality Robust design and processing know - how allows for use of various grades of feedstock Lithium Hydroxide Production A complex process with stringent qualification standards requiring deep technical know - how Qu a n t i t y T i m i ng Stage 3 Varies Stage 2 5 - 20 tonnes Stage 1 1 - 5 kg Stage 0 Minimal 1+ Months 3 - 4 Months 1 - 2 Months 1 - 2 Months Finalize quality agreement and specifications Customer plant trials and application testing Site audits and closure of any action items Lab testing Align test methods and agree on final product specifications Consistently run process in control Perform internal qualification Illustrative Qualification Timeline UPSTREAM DOWNSTREAM 35

Located a short distance from Hombre Muerto Fénix process produces high purity chloride brine with limited impurities well - suited for downstream lithium metal production Chloride converted into powder suitable for global transport Lithium chloride from Fénix brine is a low - cost route to lithium metal production One of the largest global producers Polymer (~75%) and synthesis (~25%) applications across various industrial end - markets growing at GDP/GDP+ U.S. and U.K. plants in operation for over 40 years Deep technical expertise due to the nature of product and customers Regionalized supply chains driven by significant safety requirements Global leader in high purity metal Only high purity lithium metal producer in the Western Hemisphere Also produce specialty organics and various other inorganic products Other Specialty Lithium Products Lithium Chloride to Metal to Specialty Products UPSTREAM DOWNSTREAM LITHIUM CHLORIDE – Güemes (Salta, Argentina) – 9ktpa capacity BUTYLLITHIUM – U.S., U.K, China – 3,145tpa capacity LITHIUM METAL & OTHERS – Bessemer City, U.S. – 250tpa capacity 36

3,145 tonnes capacity between U.S (495), U.K. (1,150) and China (1,500) High value product sold in a solvent with small underlying lithium content Few suppliers globally with high barriers to entry Technical service and safety are critical Batch produced for customers with limited inventory due to product characteristics B u t y lli thium High value product sought out by long - term customers Storage & Dilution 1 2 3 4 Dispersion Re a c t i o n F il t r a t i o n Lithium Metal Dispersion Mix B u t y lli t hium Filtered B u t y lli t hium R E ACT O R OLEIC ACID MINERAL OIL S O L VENT BUTYL CHLORIDE Simplified Process Flowsheet FILTRATION DISPERSION TANKS UPSTREAM DOWNSTREAM 37 STORAGE TANK

PROCESS TE C H N OLO G Y

ILiAD Technologies Minority owner in next generation DLE technology Application across wide range of brine resources Investing in processes and technologies that advance our strategy of producing high - quality lithium chemicals efficiently and sustainably C O M PE T I T I V E ADVANTAGE “Plug and play” integration into our own propriety process technology Future application across our portfolio including enhancing battery grade production at Olaroz 39 Improves water and energy intensity and increases recoveries

Fénix Güemes Lithium Chloride Li - Metal Metal Business Acquisition Strengthening position as a leading global producer of lithium metal Brine > Lithium Carbonate Brine > Chloride OR Carbonate > Specialty Products F é n ix Cauchari / Olaroz Lithium Carbonate Third Party Sales Lithium Hydroxide U . S . Ch i n a Ja p a n Pu r ifi e d M e t al P r i n t a b le BuL i Lithium Lithium Metal U.K. / Ch i n a U.S. / Canada 1 Lithium Carbonate (Technical Grade) Operating Asset Development Asset Acquired intellectual property and physical assets including 5tpa pilot facility in Ontario in Q3 2024 Safer, lower cost and more sustainable process pathway to lithium metal Increase competitiveness of global specialty products Additional conversion opportunities for technical grade carbonate Helps meet long term market demand for IRA compliant lithium metal 40 Ol a r o z Sal de Vida 1. Would require additional investment from existing metal production capabilities.

41 Commercial Walter Czarnecki Chief Commercial Officer

Differentiated Commercial Approach in Lithium Chemicals 42 Long - term Customer Rel a t io n shi p s enhanced through qualification, innovation and mutual commitments Unique Product Off e r ing full suite of high - quality lithium products at scale Proven P r oduct Quality making us supplier of choice to leaders in energy storage and electrification Global and Vertically Integrated flexible product network with critical capabilities inside and outside of China Leading Global P ositi o n across lithium products with strong commitment to sustainability

Designed to Drive Shareholder Value 43 Capture maximum value from our network of assets Increase predictability Achieve returns that incentivize future growth investment Retain full and flexible product offering Upgrade into higher value products, supply chains and regions when warranted Close connectivity with customers regarding demand, timing, product mix and technology roadmap Provide operations team with the visibility it needs to run network efficiently Commercial structures that offer downside protection while taking advantage of improving market conditions Maximize strength of contracts on a product - by - product basis

Key Expected Market Trends 44 Carbonate Will continue to be dominant for cathode chemistry with global market share of ~70% China driving majority of demand, but will be under - served globally Low cost South American brine will be most profitable Will continue to be some price differentiation for higher quality products Hydroxide A smaller total market versus carbonate but favorable supply side structure, particularly outside of China Western OEM roadmaps continue to point to significant use of hydroxide - based high nickel cathodes Demand will be more geographically diverse led by: – Greater vertical integration in Korea – Chinese supply chain geographical diversification Ongoing interest in IRA compliant supply More expensive and challenging to produce – incentives for new entrants are low, given greater simplicity in spodumene or carbonate production Spodumene Growth led by Chinese supply chains Non - integrated demand almost exclusively in China

1 , 0 0 0 5 0 0 0 1 , 5 0 0 2 , 0 0 0 2 , 5 0 0 3 , 0 0 0 3 , 5 0 0 2 0 2 7 E 2024E EV/HYBRID (PASSENGER, COMMERCIAL, BUSES) PORTABLE ELECTRONICS 2 0 3 0 E ENERGY STATIONARY STORAGE (ESS) OTHER (BATTERY, NON - BATTERY) Lithium Market Outlook: Application Demand 45 Note: CAGR = Compound Annual Growth Rate. Source: Arcadium Lithium estimates, Benchmark Mineral Intelligence, company reports, EV Volumes, ICC Sino, Rho Motion, Bloomberg. 23% CAGR 1, 2 00 2 , 3 0 0 3, 5 00 4% CAGR 24% CAGR 11% CAGR 21% C A GR DEMAND BY APPLICATION (KT LCE)

1 , 0 0 0 5 0 0 0 1 , 5 0 0 2 , 0 0 0 2 , 5 0 0 3 , 0 0 0 3 , 5 0 0 2 0 2 4 E 2 0 2 7 E 2 0 3 0 E LITHIUM CARBONATE LITHIUM HYDROXIDE Lithium Market Outlook: Product Demand 46 Note: CAGR = Compound Annual Growth Rate. Source: Arcadium Lithium estimates, Benchmark Mineral Intelligence, company reports, EV Volumes, ICC Sino, Rho Motion, Bloomberg. DEMAND BY PRODUCT (KT LCE) 22% CAGR 18% CAGR 21% C A GR 1, 2 00 2 , 3 0 0 3, 5 00

0 5 0 0 1 , 0 0 0 1 , 5 0 0 2 , 0 0 0 2 , 5 0 0 3 , 0 0 0 3 , 5 0 0 2 0 2 4 E 2 0 2 7 E 2 0 3 0 E Lithium Market Outlook: Supply 47 Note: CAGR = Compound Annual Growth Rate. Source: Arcadium Lithium estimates, Benchmark Mineral Intelligence, SMM, company reports. 1. Supply deficit calculated using demand figures from the prior slides. SUPPLY BY REGION (KT LCE) 4,000 14% C A GR 1, 3 00 2,000 2, 8 00 9% CAGR 8% CAGR 19% CAGR 19% CAGR 20% CAGR CH I NA A F R I CA NORTH AMERICA SOUTH AMERICA AUSTRALIA SUPPLY DEFICIT 1

Growth Strategy in Key Markets with Core Customers 48 2 3 4 1 Energy Storage / Electric Vehicles - Increase exposure to carbonate demand in China and Korea - Continue to build out hydroxide capacity to serve IRA qualified supply chains - Seek additional customer partnerships in North America, Korea and Japan Non - Energy Storage Expand relationships with important industrial customers globally Specialities Maintain and grow global butyllithium leadership (~1/3 current market share) and other high value products Next Generation Batteries Stay ahead of the curve for battery technology advancements

49 Multi - Year Customer Agreements Built around partners who value our key differentiators and make mutual commitments ~80% of 2024 hydroxide volumes contracted under multi - year agreements 5+ years in duration with volumes increase over life of contract Floor prices set for life of contract and based on re - investment incentives Take or pay with annual volume commitments spread evenly throughout the year Pricing above negotiated floors tied to market prices , subject to ceilings or increasing discounts Some contracts also come with financial commitments (i.e., prepayments)

Contracting Objectives Varying structures across products that increase predictability and allow us to benefit across market cycles HYDROXIDE CARBONATE SPECIALTIES SPODUMENE Target 75% of volumes with core customers under multi - year partnerships Focus on multi - year, multi - product agreements with firm volume commitments Increase predictability via floors / ceilings or discounts Target over 50% of volumes contracted, including into multi - product contracts Maximize battery grade material available for sale Expand industrial relationships to increase technical grade opportunities Target 90% of volumes under contract or planned with long - term customers 1 - 3 year contracts with periodic price adjustment Focus on “value added” pricing strategies Engage with next generation battery customers for high purity metal Shorter - term: maximize price with spot market - based approach and auctions Longer - term: seek structures that integrate production of lithium chemicals 50

51 LIOVIX ® Technology Pathway to next generation batteries Improvement to Battery Performance Scalable Manufacturing Process for Customers Safe and Controlled Delivery of Lithium Metal Stabilized Lithium Metal Powder (SLMP ® ) Source of lithium and active ingredient Solvents and Rheology Modifiers Know - how to make a consistent, flowable, printable formulation despite lithium’s unique physical properties Printable Lithium Formulation (PLF) Safe to handle and presents lithium in a form amenable to scalable manufacturing Printing Equipment Equipment that delivers PLF onto a substrate (e.g., an anode or current collector) Building partnerships with industry leaders to pioneer technologies which: 1 2 3 Enhance safety & sustainability Increase capacity and battery life Lower manufacturing costs An important technology for the commercialization of lithium metal anodes and solid - state batteries

52 Expansions Neil Robertson Chief Projects Officer

ARGENTINA (BRINE) CANADA (HARD ROCK) Core Upstream Portfolio 53 Note: assumes 100% consolidation of Olaroz and Nemaska Lithium, in which Arcadium Lithium has current ownership interests of 66.5%, and 50%, respectively. Excludes Mt Cattlin. All numbers in USD. Mineral Resource Estimates sourced from Arcadium Lithium's Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource Estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE. Opex: cash cost basis inclusive of royalties and transportation cost. 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. Fénix Resource: 11.8M tonnes LCE Status: Operating / Construction Product: Carbonate, Chloride Capacity: 32ktpa LCE 1 Opex: $5.5 - 6.5/kg Ongoing Expansion: 10ktpa Carbonate (1B) Future Expansion: 30ktpa Carbonate Sal de Vida Resource: 7.2M tonnes LCE Status: Construction Product: Carbonate Capacity: 15ktpa Opex: $6 - 7/kg Future Expansion: 30ktpa Olaroz Resource: 22.6M tonnes LCE Status: Operating Product: Carbonate Capacity: 43ktpa Opex: $6.5 - 7.5/kg Cauchari Resource: 6.0M tonnes LCE Status: Study Product: Carbonate Capacity: 25ktpa Opex: $6.5 - 7.5/kg Whabouchi (Nemaska Lithium ) Resource: 54.3M tonnes @1.4% Li 2 O Status: Construction Product: Spodumene Capacity: 235kdmt @ 5.5% Li 2 O (~30ktpa LCE) Opex: $650/dmt Galaxy Resource: 111.3M tonnes @1.3% Li 2 O Status: Pre - Construction Product: Spodumene Capacity: 310kdmt @ 5.6% Li 2 O (~40ktpa LCE) Opex: $600/dmt Future Expansion: 310kdmt (~40ktpa LCE)

Downstream Value - Added Product Network 54 Note: assumes 100% consolidation of Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 50% and 75%, respectively. 1. Represents theoretical capacity for lithium chloride. Actual production is limited by a tradeoff with lithium carbonate based on our current lithium production processes. Produced from Lithium metal feedstock produced from concentrated brine lithium chloride supplied from Güemes currently supplied from Fénix Total Capacity: Capacity: Total Capacity: Capacity: 55ktpa 9ktpa 1 3,145ktpa 250tpa (Carbonate to Hydroxide) Location: Location: Bessemer Zhejiang, Güemes, Argentina Bessemer Bromborough, Bessemer City, U.S. City, U.S.: China: 15ktpa 15ktpa City, U.S.: U.K.: (2 lines) (1 line) 495tpa 1,150tpa Rugao, Naraha, China: Japan: Zhangjiagang, 15ktpa 10ktpa China: (3 lines) (1 line) 1,500tpa Nemaska Lithium (Bécancour, Québec): 32ktpa (Integrated Spodumene to Hydroxide) Lithium Hydroxide Lithium Chloride Butyllithium High Purity Metal

Combined lithium resource base of 53M tonnes LCE that ranks among the largest in the world 47M tonnes LCE in brine across 4 resources 6M tonnes LCE in hard rock across 3 resources Significant Growth Pipeline and Execution Capabilities 55 Top tier assets defined by large scale, high grades and low current and future operating costs Multi - year growth platform developing familiar assets we already own or operate today Proven success in resource expansion and building hydroxide plants globally Significant investment in capital delivery team with experienced leaders bringing a wide range of technical skills and experiences Mineral Resources (M tonnes LCE) Note: Mineral Resource estimates sourced from Arcadium Lithium's Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE. 1% 3% 6% 22% 43% 14% 11% Mt Cattlin W h a b o u c h i Galaxy Fenix Olaroz Sal de Vida Cauchari 10% 90% Hard Rock B ri n e

56 Highly Attractive Portfolio of Expansion Opportunities Three resource networks supporting current and future development Expansions Wave 2 Capacity 2028+ Wave 1 Capacity Expect Completion by 2028 Current Capacity kt LCE Resource Network W1 : Nemaska (30), Galaxy (40) W2 : Galaxy (40) 110 70 -- Hard R ock Canada (Nemaska Lithium + Galaxy) W1 : SdV 1 (15), Fénix 1B (10) W2 : SdV 2 (30), Fénix 2 (30) 117 57 32 (Fénix) Brine Hombre Muerto (Sal de Vida + Fénix 1 ) W2 : Cauchari (25) 68 43 43 (Olaroz) Brine Olaroz / Ca uch a ri 295 170 75 Total Note: Annual capacity shown in ‘000 metric ton lithium carbonate equivalents. Assumes 100% of Olaroz and Nemaska Lithium, in which Arcadium Lithium has current ownership interests of 66.5% and 50%, respectively. Excludes current Mt Cattlin capacity and downstream conversion capacity. 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. 95kt of capacity expansion by 2028 Not constrained by future organic growth opportunities 1 2 3

Canada Network 57 Commentary Wave 2 Capex Wave 2 Expansion Wave 1 Remaining Capex 1 Wave 1 Commercial Wave 1 kt LCE Product Asset Whabouchi (mine) and Bécancour (hydroxide plant) proceeding according to plan -- -- $525M 2 2027 30 Integrated Spodumene to Hydroxide Ne m ask a Lithium Exploring minority investor Minimizing spending in 2024/2025 Limiting disruption for project restart expected in 2026 $500M 40 $465M 2028 40 Spodumene Galaxy $500M 40 $990M 70 Total 1 Note: Nemaska Lithium capacity shown on 100% consolidated basis. All numbers in USD. 1. 2025 onward. 2. Represents Arcadium Lithium’s expected investment into Nemaska Lithium proportional with current 50% ownership interest and net of $125M remaining customer prepayment due in Q1 2025. Excludes additional potential sources of third - party funding.

58 Canada Network Underpinned by large mineral resources and supporting infrastructure in an IRA compliant region 1 Whabouchi Galaxy Metric 54.3M tonnes @ 1.4% Li 2 O 111.3M tonnes @ 1.3% Li 2 O Mineral Resource 1 Near surface ore body 2% petalite Coarse crystal sizes Outcropping pegmatite Minimal basalt Coarse crystal sizes Mineralization 2.8:1 3.6:1 Low Strip Ratio DMS and floatation circuit Single DMS circuit (similar to Mt Catlin) Design / Process Flow 82% 70% High Recoveries 24 years as open pit +10 years mine life via underground 19 years as open pit Long Mine Life Note: Nemaska Lithium resource shown on 100% consolidated basis. DMS = dense media separation. 1. Mineral Resource estimates sourced from Arcadium Lithium's Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE.

32ktpa (100% fed by Whabouchi) 235kdmt (5.5% Li 2 O) Wave 1 Capacity ~40% overall ~25% construction ~45% overall ~20% construction Progress Line 1 completion expected by year - end 2025 with Line 2 following shortly thereafter Mechanical construction beginning H1 2025 Next Development Milestones H1 2027 Commercial Volumes 2027: $15M | $ 525M Total 2026: $225M | 2025: $285M Remaining Arcadium Funding 1 $4 - 5/kg $650/dmt OPEX 2 Whabouchi Mine Bécancour Hydroxide Plant Nemaska Lithium Utilizing proven track record of hard rock mining and hydroxide conversion WAVE 1 Ownership: 50% (Remaining 50% owned by Investissement Québec) Location: Québec, Canada Product: Integrated Lithium Hydroxide Status: Construction 1 UPSTREAM DOWNSTREAM Note: Nemaska Lithium capacity shown on 100% consolidated basis. All numbers in USD. 1. Represents Arcadium Lithium’s expected investment into Nemaska Lithium proportional with current 50% ownership interest and net of $125M remaining customer prepayment due in Q1 2025. Excludes additional potential sources of third - party funding. 2. Cash cost including royalties and transportation. 59

310kdmt (5.6% Li 2 O) Wave 1 Capacity Detailed engineering is fully complete IBA and ESIA agreements signed Hydroelectric powerlines installed Progress Completion of limited site activities by year end prior to pausing activities (e.g., primary substation, camp installation, transportation upgrades) Next Development Milestones H1 2028 Commercial Volumes $ 465M Total 2025: $40M | 2026: $25M | 2027: $300M | 2028: $100M Remaining CAPEX $600/dmt Projected OPEX 1 Galaxy Leveraging technical know - how from Mt Catlin WAVE 1 Ownership: 100% Location: Québec, Canada Product: Spodumene Status: Pre - Construction 1 UPSTREAM DOWNSTREAM Note: all numbers in USD. 1. Cash cost including royalties and transportation. 60

310kdmt (~40ktpa LCE) Wave 2 Expansion Roughly two years from commencement to mechanical completion Objective to upgrade engineering based on Wave 1 learnings Timeline $500M Estimated CAPEX $600/dmt (similar to Wave 1) Estimated OPEX 1 Infill drilling and engineering Preliminary Work Mineralization remains open to North and East Exploration Upside Regional permitting, community engagement and infrastructure Domestic supply chain development and integration opportunities (e.g., Bécancour or other downstream opportunities) Key Expansion C o n s i d e r at i on s Galaxy Expansion Potential One of the largest hard rock lithium resources in North America WAVE 2 Ownership: 100% Location: Québec, Canada Product: Spodumene Status: Study 1 UPSTREAM DOWNSTREAM Note: all numbers in USD. 1. Cash cost including royalties and transportation. 61

Hombre Muerto Network Two assets located within 10km and will integrate operations over time Progressing Fénix 1B expansion sequentially following Sal de Vida Stage 1 completion Wave 2 Capex Wave 2 Ca r bonate E x pans i on Wave 1 Re m a i n i ng Capex 1 Wave 1 Commercial Wave 1 Carbonate Current Ca p aci t y kt LCE Product Asset $900M 30 $280M 2026 15 (Stage 1) -- E v a po r at i o n Ponds Sal de Vida $1.5B 30 $340M 2028 10 (Phase 1B) 32 2 DLE Fénix $2.4B 60 $620M 25 32 Total 2 1. 2025 onward. 2. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. 62

15ktpa Wave 1 Capacity 66% overall completion All 3 strings of ponds commissioned Progress Liming and other key processing step completions in H2 2025 Next Development Milestones H2 2026 Commercial Volumes $ 280M Total 2025: $215M | 2026: $65M Remaining CAPEX $6 - 7/kg Projected OPEX 1 Sal de Vida I Superior brine chemistry supports battery grade production from a single stage process WAVE 1 Ownership: 100% Location: Catamarca, Argentina Product: Lithium Carbonate Status: Construction 2 UPSTREAM DOWNSTREAM 1. Cash cost including royalties and transportation. 63

10ktpa (42ktpa LCE site total 1 ) Wave 1 Capacity 60% construction completion Modules and equipment installed prior to pausing activity Progress Equipment preservation tasks until construction activity resumes Next Development Milestones H1 2028 Commercial Volumes $ 340M Total 2025: $55M | 2026: $75M | 2027: $210M Remaining CAPEX $5.5 - 6.5/kg (similar to Fénix current production) Projected OPEX 2 Fénix 1B Recent expansion success and proven technology underpins expansion WAVE 1 Ownership: 100% Location: Catamarca, Argentina Product: Lithium Carbonate Status: Construction 2 UPSTREAM DOWNSTREAM 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. 2. Cash cost including royalties and transportation. 64

Hombre Muerto Network Significant expansion potential available to grow in stages while integrating two sites over time Sal de Vida Fénix 30ktpa (45ktpa site total) 30ktpa (72ktpa LCE site total 1 ) Wave 2 Capacity Modular expansion from Stage 1 Similar to first expansion Additional water recovery opportunities Design Basis $900M $1.5B Estimated CAPEX $5.5 - 6.5/kg (similar to current / initial phases of production) Estimated OPEX 2 24 - 36 months 24 - 36 months Construction Timeline 7.2M tonnes LCE Resource including 2.5M tonnes Reserve 11.8M tonnes LCE Resource including 3.9M tonnes Reserve Mineral Resource Estimate 3 40 years 4 Life of Mine Infrastructure requirements at altitude, cost and capital synergies between sites and future permitting environment Key Expansion C o n s i d e r at i on s WAVE 2 Ownership: 100% Location: Catamarca, Argentina Product: Lithium Carbonate Status: Development 2 UPSTREAM DOWNSTREAM 1. Includes 4kt LCE of assumed lithium chloride capacity via Güemes. 2. Cash cost including royalties and transportation. 3. Mineral Resource estimates sourced from Arcadium Lithium's Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE. 4. Based on each asset’s Reserve estimates and operating at full reported expansion (i.e., 100ktpa at Fénix and 45ktpa at Sal de Vida). 65

Olaroz / Cauchari Network Underpinned by significant size and existing infrastructure 25ktpa LCE (68ktpa total including Olaroz) Wave 2 Capacity $650M Estimated CAPEX $6.5 - 7.5/kg (similar to Olaroz) Estimated OPEX 1 24 - 30 months construction period 14 - 18 months for pond construction Plant construction 12 months later after period of brine concentration Timeline Combined Mineral Resource of 28.6M tonnes LCE with similar brine chemistry Olaroz’s LOM production only represents 8.5% of the M&I Resource 3 Expansion Potential 2 Reduced capex by utilizing existing infrastructure at Olaroz Opportunities Land footprint required for ponds, optimal process technology and infrastructure requirements Key Expansion Considerations Cauchari WAVE 2 Ownership: 100% (Cauchari) 66.5% (Olaroz) Location: Jujuy, Argentina Product: Lithium Carbonate Status: Study 3 UPSTREAM DOWNSTREAM Note: Olaroz capacity shown on 100% consolidated basis. 1. Cash cost including royalties and transportation. 2. Mineral Resource estimates sourced from Arcadium Lithium's Annual Report on Form 10 - K as of December 31, 2023. For the purpose of this presentation, Mineral Resource estimates include Reserves, are presented on a 100% attributable basis and have been converted to LCE. Combined resource includes 6M tonnes from Cauchari and 22.6M tonnes at Olaroz. 3. Based on 2023 Technical Study: Life of Mine production (LOM) of 1.3M tonnes and Measured and Indicated Resources of 15.4M tonnes. 66

67 Financial Update Gilberto Antoniazzi Chief Financial Officer

Key Financial Priorities 68 Focus on cost reductions and leverage key operational advantages Driving cost efficiencies throughout organization while optimizing global operating network Aim to exceed initial $125M run - rate cost savings target and achieve ahead of schedule Maintain financial flexibility throughout all market cycles Operational execution and commercial strategy supporting strong profitability (40% Adj. EBITDA margin 1 H1 YTD) Flexible balance sheet with multiple sources of available funding Execute on updated capex roadmap and continue to invest in growth Strong near - term volume growth from recently completed and ongoing expansions Disciplined approach to capital investment with a focus on synergies and maximizing returns 1. Denotes non - GAAP financial term.

69 Accelerating Cost Savings Up to $120M in run - rate cost savings expected by year - end 2025 35% 35% 30% ORGANIZATIONAL RESTRUCTURE SUPPLY CHAIN AND PROCUREMENT THIRD PARTY SERVICES AND TRAVEL RUN RATE COST SAVINGS ($120M) Organ iz at i o n a l Restructure Reduced global workforce by 11% across regions and functions in Q1 24 Centralizing organizational structure Downsizing office footprint Supply Chain and Procurement Meaningful logistics opportunities in Argentina from overlapping footprint Material savings in soda ash and natural gas procurement Several key supply contracts already amended with immediate effect Third Party Services and Travel Reduced corporate administrative costs Rationalization of internal projects Reduction in travel costs due to organizational restructure ~50% above 2024 savings and ahead of schedule

70 Disciplined and Flexible Balance Sheet Strong liquidity with multiple available sources of funding Existing Liq u idi t y Cash Flow Gene r ati o n T hi r d - P a r t y Funding $302M in adjusted cash and deposits 1 $500M undrawn revolver 25% carbonate / hydroxide volume growth expected in 2024 and 2025 from already completed expansions Cash flow tailwinds expected in 2H 24 post one - off merger expenses Attractive government project funding available (i.e., Strategic Innovation Fund and Infrastructure Bank in Canada) Customer prepayments (additional $125M due Q1 25) Potential Divestments or Partnerships Pursuing minority investor at Galaxy Evaluating future options at Mt Cattlin Divestment of brine and hard rock tenement packages or other non - core assets 1. Non - GAAP as of 6/30/24.

Galaxy Minority Investor Process 71 Key Objectives Key Parameters Provide additional source of funding for project development Ascribe appropriate value to one of the largest hard rock lithium resources in North America that is also IRA compliant Develop pathway to vertical integration of resource with greater clarity for future potential expansion options Up to 49% minority ownership interest in the asset with potential for a long - term 5.6% spodumene concentrate supply agreement Process completion expected by H1 2025 Remain on track for mechanical completion of project no later than end of 2027

$10 0 $52 5 $39 0 $59 5 Total Growth $10 0 $5 5 $5 0 $5 5 Total Maintenance $20 0 $58 0 $44 0 $65 0 Total Capex 72 Estimated Capital Expenditures by Project 2028 E 2027 E 2026 E 2025 E $M – $21 0 $7 5 $5 5 Fénix 1B – – 6 5 21 5 Sal de Vida 10 0 30 0 2 5 4 0 Galaxy – 1 5 22 5 28 5 Nemaska Lithium 1 Note: assumes 100% consolidation of Olaroz, Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 66.5%, 50% and 75%, respectively. 1. Represents Arcadium Lithium’s expected investment into Nemaska Lithium proportional with current 50% ownership interest and net of $125M remaining customer prepayment due in Q1 2025. Excludes additional potential sources of third - party funding.

73 Estimated Production by Asset Note: assumes 100% consolidation of Olaroz, Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 66.5%, 50% and 75%, respectively. Total production is not equal to total saleable volumes due to carbonate fed conversion and integration of Nemaska Lithium 2 028 E 2 027 E 2 026 E 20 2 5 E '000 product tons 4 0 4 0 3 7 3 1 Olaroz 3 3 2 7 2 7 2 7 Fénix 1 5 1 4 3 – Sal de Vida 8 7 8 0 6 6 5 8 Total Carbonate 5 5 5 5 Lithium Chloride (Güemes) – – – 1 1 4 Mt Cattlin 2 2 4 1 1 9 – – Whabouchi (Nemaska) 1 5 0 – – – Galaxy 3 7 4 1 1 9 – 1 1 4 Total Spodumene 3 7 3 7 3 7 3 5 Carbonate Fed Conversion 2 7 1 6 – – Bécancour (Nemaska) 6 4 5 3 3 7 3 5 Total Hydroxide

Analyst Consensus Pricing: Carbonate 74 Source: analyst research as of 9/11/2024. Note: Should not be interpreted as forecast by Arcadium Lithium as to likely pricing. $ 1 9 . 0 $ 1 4 . 0 $12.0 $9.8 $ 1 0 . 0 $ 1 2 . 5 Analyst 1 1 8 . 0 15.6 13.3 11 . 0 1 1 . 7 Analyst 2 1 3 . 4 1 4 . 0 15.0 15.0 11 . 5 1 1 . 8 Analyst 3 15.5 11 . 6 1 3 . 0 Analyst 4 1 7 . 0 14.5 12.5 12 . 5 1 3 . 6 Analyst 5 2 0 . 0 15.0 12 . 5 1 2 . 9 Analyst 6 1 8 . 0 12.8 13 . 0 1 3 . 5 Analyst 7 13 . 6 1 3 . 6 Analyst 8 1 8 . 2 1 8 . 2 18.2 16.2 14 . 2 1 3 . 1 Analyst 9 2 2 . 5 2 4 . 3 20.4 15.7 15 . 4 1 4 . 3 Analyst 10 2 0 . 0 1 9 . 3 18.7 18.0 16 . 3 1 4 . 2 Analyst 11 1 5 . 0 17.7 17.7 17 . 3 1 4 . 6 Analyst 12 1 8 . 0 1 8 . 0 18.0 18.0 18 . 0 1 5 . 1 Analyst 13 Lithium Carbonate (battery grade) $/kg Long Term 2028E 2027E 2026E 2025E 2024E 2 4 . 0 19 . 0 1 5 . 1 Analyst 14 $ 1 8 . 6 $18.0 $17.7 $15.3 $1 3 . 3 $ 1 3 . 5 Median

75 Historical Pricing Context: Carbonate and Hydroxide Assuming a $2/kg premium for hydroxide versus carbonate price Source: Benchmark Minerals. Totals may not tie due to rounding. 1H 2024 2 02 3 2022 2 02 1 2 02 0 2 01 9 2 01 8 2 01 7 2 01 6 2015 Reported Price ($/product kg) $1 4 . 1 $ 41 . 8 $72.1 $ 14 . 3 $ 10 . 2 $ 14 . 7 $ 20 . 8 $ 19 . 1 $ 12 . 5 $9.8 Lithium Carbonate 1 4 . 2 4 6 . 0 74.3 1 5 . 9 1 2 . 6 1 7 . 6 2 4 . 7 2 4 . 5 1 7 . 8 12.7 Lithium Hydroxide $ 0 . 1 $4.2 $2.3 $1 . 6 $2.5 $3.0 $3 . 9 $5 . 5 $5.4 $2.9 Premium over Carbonate

Analyst Consensus Pricing: Spodumene 76 Source: analyst research as of 9/11/2024. Note: Should not be interpreted as forecast by Arcadium Lithium as to likely pricing. $ 1 , 4 0 0 $1 , 2 0 0 $ 1 , 0 0 0 $725 $750 $921 Analyst 1 1 , 3 3 3 1 , 1 5 5 978 800 995 Analyst 2 1,008 800 972 Analyst 3 1 , 60 0 1,200 900 1,000 Analyst 4 1 , 25 0 950 1,000 1,033 Analyst 5 1 , 8 8 2 1 , 7 3 8 1,354 1,054 1,419 Analyst 6 1 , 50 0 1 , 7 0 0 1 , 4 2 5 1,100 1,100 1,062 Analyst 7 1 , 40 0 1 , 4 0 0 1 , 4 0 0 1,250 1,100 1,062 Analyst 8 1 , 20 0 1 , 2 0 0 1 , 2 0 0 1,200 1,200 1,059 Analyst 9 1 , 45 0 1 , 5 5 0 1 , 6 5 0 1,750 1,488 1,085 Analyst 10 Spodumene $/6% dmt Long Term 2028E 2027E 2026E 2025E 2024E 1,962 1,250 1 , 5 0 0 1 , 09 0 Analyst 11 1,650 1 , 6 0 0 1 , 5 5 0 1 , 13 5 Analyst 12 $1,400 $1,400 $1,413 $ 1 , 20 0 $1 , 0 7 7 $ 1 , 0 6 0 Median

Illustrative Sales by Product 77 Note: assumes 100% consolidation of Olaroz, Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 66.5%, 50% and 75%, respectively. Pricing based on broker research as of 9/11/2024 for carbonate and spodumene, assumes a $2/kg premium over carbonate for hydroxide and includes adjustments for existing commercial agreements and product quality as relevant. Should not be interpreted as Company guidance. 7 7 7 1 6 Technical Grade 4 8 4 1 2 8 1 2 Battery Grade 5 5 4 8 3 5 2 8 Total Volume $17 . 5 $17 . 1 $ 1 4 . 6 $12 . 0 Average Price ($/kg) 4 5 3 2 3 2 3 0 Hydroxide Sales Contracted 2 0 2 2 5 5 Uncontracted 6 4 5 3 3 7 3 5 Total Volume $19 . 3 $19 . 1 $ 1 6 . 8 $22 . 4 Average Price ($/kg) Spodumene Sales 17 7 – – 11 4 Uncontracted $1 , 29 3 – – $96 9 Average Price ($/dmt) 2 . 5 2 . 5 2 . 5 2 . 5 Other Specialties Sales Uncontracted (LCEs) $9 4 $10 0 $8 6 $6 6 Average Price ($/kg LCE) '000 product tons 2025E 2026E 2027E 2028E Carbonate Sales

38 % 34 % 46 % 48 % 1 . 7 x 2 . 1 x 1 . 0 x 0 . 4 x Illustrative Key Financial Metrics 78 2028E 2027E 2026E 2025E noted) $M (unless otherwise $2,670 $2,090 $1,340 $1 , 40 0 Revenue 1,270 965 455 52 5 Adjusted EBITDA 1 47 0 (60) (65) ( 320 ) Free Cash Flow (post Capex) 1,2 57 0 1,005 945 87 5 Year End Adjusted Net Debt 1,3 Note: assumes 100% consolidation of Olaroz, Nemaska Lithium and Naraha, in which Arcadium Lithium has current ownership interests of 66.5%, 50% and 75%, respectively. Should not be interpreted as Company guidance. 1 Denotes non - GAAP financial term. Although Arcadium Lithium provides estimates, the Company is not able to do so for the most directly comparable measure calculated and presented in accordance with GAAP. Certain elements of the composition of the GAAP amount are not predictable, making it impractical for the Company to provide an outlook for such GAAP measure or to reconcile corresponding non - GAAP financial measure to such GAAP measure without unreasonable efforts. For the same reason, the Company is unable to address the probable significance of the unavailable information. As a result, no GAAP equivalent outlook is provided for these metrics. 2. Defined as Adjusted EBITDA less net interest expense, taxes, change in working capital, and total capex. 3. Debt includes amounts outstanding under revolving credit facility, project loan facilities and convertible notes and excludes customer prepayment obligations and affiliate loans. Cash excludes Nemaska Lithium. 2024E year - end net leverage ratio projected at 1.5x. Adjusted EBITDA Margin % 1 Net Leverage Ratio 1

Financial Update Key Takeaways 79 Between 2025 and 2028… on an LCE basis growing across assets and products EBITDA margin 1 in 2026 highlighting strong balance sheet ~2x total sales volumes Adjusted EBITDA 1 to $1.3B (34% CAGR) >4 0 % average Adjusted 2.1x peak net leverage 1 14 0 % increase in 1. Denotes non - GAAP financial term. Although Arcadium Lithium provides estimates, the Company is not able to do so for the most directly comparable measure calculated and presented in accordance with GAAP. Certain elements of the composition of the GAAP amount are not predictable, making it impractical for the Company to provide an outlook for such GAAP measure or to reconcile corresponding non - GAAP financial measure to such GAAP measure without unreasonable efforts. For the same reason, the Company is unable to address the probable significance of the unavailable information. As a result, no GAAP equivalent outlook is provided for these metrics. Should not be interpreted as Company guidance.

Closing Remarks Paul Graves Chief Executive Officer

Key Takeaways 81 Low - cost assets operated with decades of experience and deep technical know - how Vertically integrated with full suite of high - quality, value - added products to long - standing customers Portfolio of attractive expansion projects and a growth pipeline that is unmatched in our industry Aligned strategy throughout business that increases flexibility, value realization and predictability 1 2 3 4

Contact Us INVESTOR RELATIONS ir@arcadiumlithium.com U.S.: +1 215 - 299 - 5303 Australia: +61 8 9215 1700 Daniel Rosen (U.S. based) E: daniel.rosen@arcadiumlithium.com Phoebe Lee (AUS based) E: phoebe.lee@arcadiumlithium.com CORPORATE COMMUNICATIONS Karen Vizental Chief Sustainability and Global Communications Officer M: +54 9 11 4414 4702 E: karen.Vizental@arcadiumlithium.com George Thomas Head of Global Communications & Corporate Citizenship T: +1 (215) 299 - 6549 E: george.thomas@arcadiumlithium.com

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