Announcement PDF AUSTRALIA’S NEWEST LITHIUM MINER Equity Raising Presentation Gareth Manderson (CEO) 16 August 2023 corelithium.com.au | ASX CXO Not for release to US wire services or distribution in the United States IMPORTANT & CAUTIONARY NOTES This presentation has been prepared by Core Lithium Ltd (“Core” or the “Company”) in connection with a proposed equity raising by Core comprising a fully-underwritten placement of new ordinary shares in Core ("New Shares") to institutional and sophisticated investors ("Placement" or "Offer") in conjunction with a non-underwritten share purchase plan ("SPP") offer of New Shares (collectively, the "Equity Raising"). Unless otherwise defined in these Important & Cautionary Notes, capitalised terms have the meanings given to them elsewhere in this presentation. Acceptance By attending an investor presentation and/or by briefing, or accepting, accessing or reviewing this presentation you acknowledge and accept the terms, conditions and disclaimers herein. This presentation is provided expressly on the basis that you will carry out your own independent inquiries into the matters contained in the presentation and make your own independent decisions about the affairs, financial position or prospects of the Company (having regard to the requirements of all relevant jurisdictions). An offer booklet in respect of the SPP will be made available to eligible shareholders in Australia and New Zealand following its lodgement with ASX ("SPP Booklet"). Any eligible shareholder in Australia or New Zealand who wishes to participate in the SPP should consider the SPP Booklet before deciding whether to apply for New Shares under the SPP. Anyone who wishes to apply for New Shares under the SPP will need to apply in accordance with the instructions contained in the SPP Booklet and the application form. Disclaimer This presentation provides a general overview of the Company and its strategy for information purposes and is a summary only. It does not purport to be all-inclusive or to contain all the information that a prospective investor may require in connection with any potential investment in the Company and should be read in conjunction with the Company's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange ("ASX"), which are available at www.asx.com.au under the Company's ticker code (ASX:CXO). The contents of this presentation is provided as at the date of this presentation (unless otherwise stated) and the Company reserves the right to update, amend or supplement the information at any time in its absolute discretion (without incurring any obligation to do so). None of the Company, any of its related bodies corporate or their directors, officers, partners, advisers, agents, employees, affiliates or representatives (each a "Core Party") assume any responsibility for, or makes any representation or warranty, express or implied, with respect to the accuracy, reliability or completeness of the information contained in this presentation and none of those parties have or assume any obligation to provide any additional information or to update this presentation. Whilst care has been exercised in preparing and presenting this presentation, to the fullest extent permitted by law, the Company and each Core Party: • make no representation, warranty or undertaking, express or implied, as to the adequacy, accuracy, currency, completeness, reliability or reasonableness of this presentation; • accept no responsibility or liability as to the adequacy, accuracy, currency completeness, reliability or reasonableness of this presentation; • expressly disclaims all responsibility and liability for any loss or damage (whether direct, indirect or contingent) arising in respect of your reliance on the information contained in this presentation (including your reliance on the adequacy, accuracy, currency, completeness, reliability or reasonableness of that information), or any errors in or omissions from this presentation, including any liability arising from negligence. The Finniss Lithium Project as described in this presentation is at the production stage, and potential investors should understand that mineral exploration, development and mining are high-risk undertakings. There is no guarantee that the Finniss Lithium Project can be economically exploited. Prospective investors should have regard to the risks outlined in this presentation, including the “Key Risks" in Appendix B. Not a Prospectus or Disclosure Document This presentation is for information purposes only and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law and has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC") or any other foreign regulator. It does not contain all of the information which would be required to be disclosed in a prospectus, product disclosure statement or other offering document. This presentation is for information purposes only This presentation is not, and does not constitute, an invitation or offer of securities for subscription, purchase or sale in any jurisdiction and must not be relied on as such. Neither this presentation nor any of the information contained herein will form the basis of any contract or commitment to sell, subscribe for or acquire securities in the Company or any other financial product. The Placement will be conducted under section 708A of the Corporations Act 2001 (Cth) ("Corporations Act") and will be made available to certain persons who are "professional" or "sophisticated" investors as defined in subsections 708(8) and 708(11) of the Corporations Act. Not an Offer This presentation has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 (“US Securities Act”) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The distribution of this presentation in the United States and elsewhere outside Australia may be restricted by law. Persons who come into possession of this presentation should observe any such restrictions as any non-compliance could contravene applicable securities laws. Please refer to the section of this document headed “International Offer Restrictions" for more information. Investment and Other Risks An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Core. Core does not guarantee any particular rate of return or the performance of Core nor does it guarantee any particular tax treatment. Investors should have regard to the “Key Risks” section in Appendix B of this presentation when making their investment decision. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of shares in Core (including New Shares) in the future. There is no guarantee that the New Shares will make a return on the capital invested or that there will be an increase in the value of the New Shares in the future. No Investment or Financial Product Advice The information contained in this presentation is for information purposes only and does not constitute investment or financial product advice (nor taxation, accounting or legal advice), is not a recommendation to acquire or dispose of New Shares and is not intended to be used or relied upon as the basis for making an investment decision. In preparing and providing this presentation, the Company has not considered the investment objectives, financial position or needs of any particular recipients. Each recipient of this presentation should make its own enquiries and investigations regarding any investment and in relation to all information in this presentation (including but not limited to the assumptions, uncertainties, risks and contingencies which may affect future operations of the Company and the values and the impact that different future outcomes may have on the Company) and, before making any investment decisions, should consider the appropriateness of the information and the investment having regard to its their own investment objectives, financial situation and needs. Each recipient of this presentation should seek legal, accounting and taxation advice appropriate to their jurisdiction. Each recipient of this presentation is solely responsible for forming their own opinions and conclusions on such matters and the market and for making their own independent assessment of the information provided. Any investment decision by a recipient must be made solely on the basis of their own enquiries. No reliance may be placed for any purpose whatsoever on the information included in this presentation or on its accuracy or completeness. Core is not licensed to provide investment or financial product advice in respect of any securities (including New Shares). Cooling off rights do not apply to the acquisition of New Shares. JORC Code It is a requirement of the ASX Listing Rules that the reporting of Ore Reserves and Mineral Resources in Australia comply with the Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"). Investors outside Australia should note that while ore reserve and mineral resource estimates of the Company in this document comply with the JORC Code (such JORC Code-compliant ore reserves and mineral resources being "Ore Reserves" and "Mineral Resources" respectively), they may not comply with the relevant guidelines in other countries and, in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI 43-101 Standards"); or (ii) Item 1300 of Regulation S-K, which governs disclosures of mineral reserves in registration statements filed with the SEC. Information contained in this document describing mineral deposits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or US securities laws. You should not assume that quantities reported as “resources” will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them. corelithium.com.au | 2 IMPORTANT & CAUTIONARY NOTES (CONT.) ASX Listing Rule 5 Requirements and Competent Person Statements This presentation includes estimates of Mineral Resources and Ore Reserves as well as production targets and forecast financial information. Core has previously reported these estimates in ASX announcements dated 12 July 2022, 6 March 2023 and 18 April 2023, as well as the production targets and forecast financial information in ASX announcements dated 24 July 2023. Core confirms that it is not aware of any new information or data that materially affects the information included in previous announcements (as may be cross referenced in the body of this announcement) and that all material assumptions and technical parameters underpinning the Mineral Resource estimates, Ore Reserve estimates, production targets and forecast financial information continue to apply and have not materially changed. This release contains “forwardlooking information” that is based on the Company’s expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to feasibility studies, the Company’s business strategy, plan, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, and Mineral Resources and Reserves. Lead Managers Disclaimer and Disclosures No party other than Core has authorised, permitted or caused the issue, submission, despatch or provision of this presentation and do not make or purport to make any statement in this presentation. The Placement is fully underwritten by Macquarie Capital (Australia) Limited (ABN 79 123 199 548) and Canaccord Genuity (Australia) Limited (ABN 19 075 071 466) ("Lead Managers"). The SPP is not underwritten by the Lead Managers. The Lead Managers are acting as joint lead managers, bookrunners and underwriters to the Placement. Core has entered into a placement and underwriting agreement with the Lead Managers in respect of the Placement (“Underwriting Agreement"). A summary of the key terms of the Underwriting Agreement is included in the "Key Risks" in Appendix B of this presentation. To the maximum extent permitted by law, each of Core, the Core Parties, the Lead Managers, their respective affiliates or related bodies corporate, and each of their respective directors, officers, partners, advisers, agents, employees, affiliates or representatives (each a “Limited Party”): • expressly exclude and disclaim all responsibility and liability, including, without limitation, for any liability arising from fault or negligence or in respect of any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by way of negligence or otherwise; and • make no representation or warranty, express or implied, as to the reasonableness, fairness, currency, accuracy, reliability or completeness of information in this presentation or any constituent or associated presentation, information or material, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns (or any event or results expressed or implied in any forward looking statement) contained in, implied by, the information in this presentation or any part of it, or that this presentation contains all material information about Core, the Offer or that a prospective investor or purchaser may require in evaluating a possible investment in Core or acquisition of New Shares. The Lead Managers and their other respective Limited Parties make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer. There is no statement in this presentation which is based on any statement by any the Lead Managers or any of the Lead Managers’ respective Limited Parties (except for references to the Lead Managers’ name). You represent, warrant and agree that you have not relied on any statements made by the Lead Managers or other Limited Parties in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of Core, the Core Parties, the Lead Managers or their respective Limited Parties. You undertake that you will not seek to sue or hold the Lead Managers or their respective Limited Parties liable in any respect in connection with this presentation or the Offer (to the maximum extent permitted by law). The Lead Managers, together with their respective affiliates and related bodies corporate, are a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, marketing making, market lending, brokerage and other financial and nonfinancial activities and services including for which it has received or may receive customary fees and expenses. The Lead Managers (and/or their respective bodies corporate) have performed, and may perform, other financial or advisory services for Core, and/or may have other interests in or relationships with Core and its related entities or other entities mentioned in this presentation for which it has received or may receive customary fees and expenses. Without limitation, in the ordinary course of its various business activities, the Lead Managers and their other respective Limited Parties may have interests in the securities of Core, including being directors of, or providing investment banking services to, Core. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Lead Managers may receive fees for acting in their capacity as Lead Managers, bookrunners and underwriters to the Placement. Investors acknowledge and agree that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Core and the Lead Managers. Each of Core, the Core Parties, the Lead Managers and each of their respective Limited Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. Statements made in this presentation are made only as at the date of this presentation. None of the Lead Managers, nor any of their or Cores’ respective Limited Parties have any obligation to update the statements in this presentation. The information in this presentation remains subject to change without notice. an exchange rate of 0.70 AUD/USD. Forward-looking Statements This presentation contains statements which may be in the nature of forward-looking statements. No representation or warranty is given, and nothing in this presentation or any other information made available by the Company or any other party should be relied upon as a promise or representation, as to the future condition of the respective businesses and operations of the Company. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘likely’,’ believe’, ’estimate’, ‘expect’, ’intend’, ’may’, ’would’, ’could’, ’should’, ’scheduled’, ’will’, ’plan’, ’forecast’, ’evolve’ and similar expressions. Persons reading this release are cautioned that such statements are only predictions, and that the Company’s actual future results or performance may be materially different. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to general business, economic, competitive, political and social uncertainties; the actual results of current exploration, development and construction activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of lithium; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accident, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. The Company disclaims any intent or obligations to or revise any forward-looking statements whether as a result of new information, estimates, or options, future events or results or otherwise, unless required to do so by law. Statements regarding plans with respect to the Company’s mineral properties may contain forward-looking statements in relation to future matters that can be only made where the Company has a reasonable basis for making those statements. Past Performance Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. Authorisation This presentation has been authorised for release by the Board of Core Lithium Ltd. Currency Unless otherwise stated, all cashflows are in Australian dollars, are undiscounted and are in real terms (not subject to inflation/escalation factors), and all years are calendar years. C1 Operating Costs references in USD throughout this presentation have been derived by converting AUD using corelithium.com.au | 3 1 INTRODUCTION corelithium.com.au | ASX CXO EQUITY RAISING OVERVIEW Core is undertaking a A$100m Placement and A$20m SPP in order to provide additional financial flexibility during Finniss ramp up, whilst also funding BP33 early works, ongoing sustaining capital and a targeted regional exploration program Equity raising overview • Core is raising A$100 million – A$120 million through a fully underwritten institutional placement of A$100 million (Placement) and a non-underwritten Share Purchase Plan for up to A$20 million (SPP)1 • Core will issue 250 million new shares via the Placement (~13.5% of existing shares on issue) and up to 50 million new shares via the SPP (assuming fully subscribed, ~2.7% of existing shares on issue) representing a total of ~16.1% of existing shares on issue • Core will have a pro forma cash position of ~A$201 – 221 million2 (as at 31 July 2023, see page 14 for further details) Purpose of raising • Allows Core to deliver its near-term growth projects during Finniss ramp up whilst preserving balance sheet flexibility: ✓ Progress BP33 early works, such that FID can be announced in 1Q CY 2024 (alongside its revised feasibility study outcomes) ✓ Perform several plant optimisation initiatives and sustaining capital projects associated with ongoing mine operations, refurbishments, process redundancy and debottlenecking ✓ Fund Core’s FY24 exploration program targeted at both brownfield and greenfield exploration opportunities ✓ Complete study works to better understand growth projects including BP33, Carlton and the Finniss plant optimisation initiatives ✓ Enhance Core’s balance sheet, including providing additional working capital and financial flexibility during Finniss ramp-up Core’s strategic priorities • Under a new leadership team, Core is progressing its key strategic priorities: ✓ Achieved first production in under 5 years from maiden resource discovery by pursuing a ‘Minimum Viable Project’ strategy ✓ Completed a refresh of the senior management team who have a track record of developing and operating resources projects ✓ Track record of successful, low-cost resource growth with existing deposits open at depth ✓ Optimisation works now underway to improve mining productivity, crushing, and plant performance via several defined projects ✓ Core is focused on demonstrating its operating credentials through Finniss ramp-up and delivery of the Grants and BP33 mines ✓ Near term-growth will be delivered via Core’s foundational asset BP33 with FID expected in 1Q 2024 (pending FS study outcomes) ✓ Planned exploration program over the next 12 months seeking to deliver mine life extensions and resource definition at Finniss corelithium.com.au | NOTES 1. A waiver from ASX has been applied for, to conduct an SPP at a discount greater than 20% of the 5-day VWAP. If not granted the SPP will be conditional on shareholder approval. 2. Pro forma cash position of ~$201 - 221m as at 31 July 2023 for expected true up payment to Yahua of ~$22m (which remains subject to pricing during the QP period) and Offer costs of ~$4m. 5 CORE – OUR VALUE PROPOSITION 1 Achieved first production in under five years from maiden resource discovery by pursuing a ‘Minimum Viable Project’ strategy Leveraged to near-term pricing – Australia’s newest producing lithium mine which is located 88km from Darwin Port 2 3 4 6 Currently operating the Grants open pit which is our starter operation. BP33 is the cornerstone asset for Core which is targeting a Final Investment Decision in Q1 2024 6 Track record of exploration success – the Finniss Mineral Resource has increased by 62% since July 2022 to 30.6Mt @ 1.31% Li2O Attractive pipeline of greenfield and brownfield exploration opportunities in the Finniss mineralised district 5 Secured offtake with some of the world’s largest battery companies, including Ganfeng Lithium and Yahua1 Cash balance of $127 million of cash and nil debt (as at 31 July 2023), and pro forma cash of ~A$201 – 221m2 post placement Refreshed senior management team who have strong experience in developing and operating resources projects corelithium.com.au | 1. Refer to page 18 for further details. 2. Pro forma cash position of ~$201 – 221m as at 31 July 2023 for expected true up payment to Yahua of ~$22m (which remains subject to pricing during the QP period) and Offer costs of ~$4m. ASX Release: "Significant increase to Finniss Mineral Resources" dated 18 April 2023. Total Mineral Resources of 30.6Mt @ 1.31% Li2O. Measured Mineral Resource 6.98Mt @ 1.45% Li2O / Indicated Mineral Resource 12.4Mt @1.33% Li2O. Inferred Mineral Resource 11.3Mt @ 1.21% Li2O. Core Lithium confirms that the Company is not aware of any new information or data that materially affects the Mineral Resource Estimates cross referenced in this report and confirms that all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed 6 CORPORATE OVERVIEW Core Lithium remains focused on ramping up the flagship Finniss Lithium Project - with first production achieved Q1 CY23 – and has a portfolio of other prospective exploration assets Finniss Lithium (100%) Commodity: Li ~80-90kt ~88km Offtake 5.5% FY24 production guidance Distance to Darwin Port by sealed road World class customers Ganfeng & Yahua Average spodumene grade delivered to customers on spec 10.6Mt 30.6Mt BP33 >500Km2 Ore Reserve1 @ 1.3% Li Mineral Resource2 @ 1.3% Li foundational mine only ~5.2km from Finniss processing plant of regional tenements in the Bynoe Pegmatite Field Shoobridge (100%) Commodity: Li ASX:CXO Ticker Nil Debt as at 31 July 2023 A$127M 1,859M Standalone Cash and cash equivalents as at 31 July 2023 Shares on issue as at 31 July 20234 ~A$221M 2,159M Cash and cash equivalents pro forma post equity raising3,5 Shares on issue pro forma post equity raising4,5 Anningie & Barrow Creek (100%) Commodity: Li BROKER COVERAGE Exploration Production NOTES 1. JORC Ore Reserve per 12 July 2022 AXS Announcement. Proved Ore Reserve 5.5Mt at 1.4% Li 2O and Probable Ore Reserve 5.1Mt at 1.3% Li2O 2. JORC Mineral Resource per 18 April 2023 ASX Announcement. NOTES 3. Pro forma cash position of ~$201 - 221m as at 31 July 2023 for expected true up payment to Yahua of ~$22m (which remains subject to pricing during the QP period) and Offer costs of ~$4m. 4. Plus 2,776,549 unquoted performance rights as at 15 August 2023. 5. Assumes the SPP and Placement are fully subscribed. corelithium.com.au | 7 EXECUTIVE TEAM TO DRIVE NEXT GROWTH PHASE Alongside the completion of executive appointments, Core has finalised the registration of the new Perth office Chief Executive Officer Gareth Manderson Strategy leadership and value creation 30 years experience building high-performing teams and leading mining and processing businesses Chief Financial Officer Doug Warden Chief Operations Officer Mike Stone Financial management and Safe operational performance governance and project delivery More than 30 years experience leading finance, strategy and business development for ASX-listed mining companies More than 22 years experience across multiple commodities - in open pit and underground operations EGM People and Culture Samantha Rees EGM Sustainability Melissa Winks EGM Development & Exploration Pierre Malan EGM Commercial & Marketing Paul Benjamin Building a high performing organisation and culture Industry leading ESG practices, HSE and stakeholder engagement High impact exploration targeting organic growth and development Commercial strategy, effective sales and marketing of our product Registered psychologist with more than 25 years experience in human resources and organisational effectiveness More than 20 years experience in sustainability functions: ESG, HSE, Communities, Indigenous Engagement and Approvals More than 30 years experience leading operations and developing complex projects from exploration through to execution More than 25 years experience developing and managing commercial and strategic relationships in global battery materials markets corelithium.com.au | 8 CORE MILESTONES TRACK RECORD OF ACHIEVING MILESTONES Jan: First revenue $20.1m Mar: BP33 Resource more than doubled. Additional 18.5kt conc. offtake with Yahua Apr: $20.1m pre payment1 and $91.6m pre payment2. Finniss Global Resource increased 62% May: BP33 early works funding approved, first concentrate shipment July: Second concentrate shipment. BP33 early works underway Feb: $40m raised Jul: DFS released Aug/Sep: $150m raised Oct: Final Investment Decision Construction Commences 2016 Discovered Li2O at Finniss 2021 PURSUING SUSTAINED GROWTH 2022 2023 FY24 focus areas: Deliver FY24 production and cost guidance Deliver Finniss productivity initiatives Finalise BP33 Revised Feasibility Study Reach BP33 FID in 1Q 2024 Deliver into offtake contracts Achieve resource growth via exploration Undertake study work for other deposits in the district 2024 & beyond Sep: $100m raised Dec: DSO produced & transported to Port corelithium.com.au | NOTES 1. Payment received for 90% of a 3,