What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-04-29 · 83 added, 92 removed, 189 unchanged (48% of the section changed)

9 unchanged sentences

We are currently composed of two segments – Completion Fluids & Products and Water & Flowback Services.

Consolidated revenue for the first three months of 2026 of $156.3 million increased 6.5% from the fourth quarter of 2025, led by strong results from our Completion Fluids & Products Segment, and decreased slightly compared to the first quarter of 2025.

Completion Fluids & Products Segment revenues for the first three months of 2026 increased 9.5% compared to the fourth quarter of 2025 driven by strong specialty chemicals and deepwater Brazil projects.

Completion Fluids & Products Segment revenues decreased slightly compared to the first three months of 2025, which included the first well of the three-well TETRA Neptune project in the Gulf of America.

Deepwater completion opportunities continue to grow, especially in the Gulf of America, as major international oil companies have experienced an urgency to diversify oil and gas supply outside of the Middle East.

Our Water & Flowback Services revenues increased slightly compared to the fourth quarter of 2025, driven by additional early production facilities and water management contracts in Latin America, and decreased slightly compared to the first quarter of 2025, although outperformed the declining onshore activity in the United States.

We continue to take proactive actions to reduce costs, right size our support structure and close underperforming service lines within Water & Flowback Services.

The Middle East conflict did not materially affect our first-quarter 2026 results, as historically less than 5% of our revenue is exposed to this region.

Consolidated revenue for the first six months of 2026 of $341.9 million increased 3.3% compared to the prior year, led by strong results from our Completion Fluids & Products Segment, and increased 18.8% sequentially quarter over quarter.

Completion Fluids & Products Segment revenues for the second quarter of 2026 increased 23.3% compared to the first quarter of 2026 driven by strong specialty chemicals and deepwater Brazil projects.

Completion Fluids & Products Segment revenues increased slightly compared to the first six months of 2025.

Water & Flowback Services revenues increased slightly compared to the first quarter of 2026, driven by additional early production facilities operating during the second quarter of 2026 in Latin America and higher flowback activity as utilization of TETRA Sandstorm and Auto-Drillout technologies continued to improve across the United States.

We continue to take proactive actions to reduce costs, optimize the size of our support structure, and close underperforming service lines within Water & Flowback Services.

The Middle East conflict did not materially affect our first or second quarter 2026 results, as historically less than 5% of our revenue is exposed to this region.

Our chemical manufacturing plants are located in the United States and Europe and our elemental bromine for our chemical manufacturing in the United States is sourced locally.

Over the longer term, the impact of developments in the Persian Gulf and the Middle East may impact the global oil and gas markets and our business and financial results.

Over the longer term, the impact of developments in the Persian Gulf and the broader Middle East may impact the global oil and gas markets and our business and financial results.

Generally, we believe the conflict may provide tailwinds to an already robust offshore and deepwater outlook and boost unconventional investment activity in the United States and Latin America.

2 unchanged sentences

The analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe provides information that is most useful in assessing our quarterly results of operations.

Three months ended March 31, 2026 compared with three months ended December 31, 2025.

Three months ended June 30, 2026 compared with three months ended March 31, 2026.

Consolidated Comparisons

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

2 unchanged sentences

Depreciation, amortization and accretion 9,600 9,176 424 4.6 %

Impairments and other charges — 3,551 (3,551) (100.0) %

Gross profit 45,714 38,225 7,489 19.6 %

3 unchanged sentences

3,267 3,237 30 0.9 %

Other (income) expense, net

(2,011) 4,667 6,678 143.1 %

Income (loss) before taxes

11,590 (6,125) 17,715 289.2 %

Other expense (income), net 1,009 (2,011) (3,020) (150.2) %

Income before taxes 15,854 11,590 4,264 36.8 %

Income tax expense 5,617 3,271 2,346 71.7 %

Income (loss) from continuing operations 8,319 (15,298) 23,617 154.4 %

Discontinued operations:

Loss from discontinued operations, net of taxes

— (1,209) (1,209) (100.0) %

Net income (loss) 8,319 (16,507) 24,826 150.4 %

Loss attributable to noncontrolling interests

— 7 (7) (100.0) %

Net income (loss) attributable to TETRA stockholders

$ 8,319 $ (16,500) $ 24,819 150.4 %

Net income attributable to TETRA stockholders $ 10,237 $ 8,319 $ 1,918 23.1 %

Consolidated revenues increased sequentially as a result of increased activity for both the Completion Fluids & Products Segment and Water & Flowback Segment.

2 unchanged sentences

See Segment Comparisons section below for additional discussion.

Consolidated gross profit also improved due to the absence of the $3.6 million impairment of the right of use asset for our former corporate office lease following our move to our new corporate office space in December 2025.

Consolidated interest expense, net, decreased $0.7 million due to an increase in the interest expense capitalized for our Arkansas development.

Consolidated other income, net, changed compared to the prior quarter primarily due to a $5.8 million decrease for the non-cash accrual related to our former corporate office lease in the prior quarter and by a $1.6 million increase in foreign exchange gains, primarily in Brazil and Argentina.

Consolidated income tax expense decreased $5.9 million.

The decrease in our tax expense was primarily attributed to our election during the prior quarter to change the United States tax classification of our Brazilian subsidiary from a partnership to a corporation, which resulted in approximately $6.9 million of federal deferred tax expense in 2025.

This tax election generated tax benefits in 2026 and is expected to provide additional tax benefits in future periods.

Our consolidated effective tax rate for the three months ended March 31, 2026 was 28.2%.

Consolidated other (income) expense, net, decreased compared to the prior quarter primarily due to a $1.1 million decrease in unrealized gains from the change in fair value of our investments issued by a privately-held company and by a $2.2 million decrease in foreign exchange gains, primarily in Brazil and Argentina.

Consolidated income tax expense increased $2.3 million.

The increase in our tax expense was related to an increase in earnings as well as an increase in the company’s effective tax rate.

The Company's effective tax rate increased to 35.4% for the three months ending June 30, 2026, from 28.2% in the prior quarter.

The increase in the effective tax rate resulted primarily from a shift in the mix of earnings toward higher-tax foreign jurisdictions.

Segment Comparisons

1 unchanged sentence

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

2 unchanged sentences

Operating income $ 27,553 $ 22,390 $ 5,163 23.1 %

Revenues for our Completion Fluids & Products Segment increased sequentially primarily due to higher sales volumes within our United States and Northern Europe specialty chemicals business as well as ongoing deepwater Brazil projects.

Revenues for our Completion Fluids & Products Segment increased sequentially primarily due to higher sales volumes in our Northern Europe specialty chemicals business as well as ongoing deepwater Brazil projects.

Gross profit and operating income for our Completion Fluids & Products Segment increased compared to the prior quarter driven by the increase in revenues mentioned above.

Our profitability in future periods will continue to be affected by the mix of our products and services, market demand for our products and services, and drilling and completions activity.

The increase in operating income for our Completion Fluids & Products segment also included a $0.9 increase in foreign exchange gains, primarily in Brazil and Argentina, partially offset by a $1.2 million increase in compensation expense.

Water & Flowback Services Segment

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

2 unchanged sentences

Operating income

1,558 51 1,507 NM (1)

(1) Percent change is not meaningful

Revenues for our Water & Flowback Services Segment increased compared to the prior quarter driven by new early production facilities in Latin America and increased flowback activity from improving TETRA SandStorm and auto-drillout utilization in key markets in the United States and Latin America.

Gross profit and operating income for our Water & Flowback Services Segment increased compared to the prior quarter primarily due to the increased activity levels described above, as well as by cost-reduction initiatives and market penetration of higher-margin automation technology.

This operating margin increase was partially offset by a $1.2 million increase in general and administrative expense due to an increase in compensation expense, primarily to support higher activity in Latin America.

$ 4,018 $ 1,558 $ 2,460 157.9 %

Revenues for our Water & Flowback Services Segment increased compared to the prior quarter driven by new early production facilities in Latin America and increased flowback activity from improved utilization of our patented TETRA SandStorm and Auto-Drillout technologies in key markets in the United States and Latin America.

Corporate Overhead

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

Depreciation and amortization $ 76 $ 79 $ (3) (3.8) %

Impairments and other charges — 3,551 (3,551) 100.0 %

General and administrative expense 11,365 11,053 312 2.8 %

1 unchanged sentence

3,123 3,305 (182) (5.5) %

Other expense, net

332 6,081 (5,749) (94.5) %

Other (income) expense, net (27) 332 359 108.1 %

Loss before taxes

$ (14,537) $ (14,769) $ 232 1.6 %

Corporate overhead loss before taxes decreased compared to the prior quarter primarily due to the absence of the accrual of $5.8 million in operating expenses related to our former corporate office lease through the expiration in 2027 accrued in the prior quarter following our move to our new corporate office space and the associated $3.6 million impairment of the right of use asset for our former corporate office lease.

Corporate general and administrative expense also decreased $2.9 million primarily from lower incentive compensation expense.

Three months ended March 31, 2026 compared with three months ended March 31, 2025.

Corporate overhead loss before taxes decreased slightly compared to the prior quarter primarily due to a $0.4 million increase in other income, partially offset by a $0.3 million increase in general and administrative expenses primarily from higher legal fees.

Six months ended June 30, 2026 compared with six months ended June 30, 2025.

Consolidated Comparisons

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2026 2025 $ Change % Change

3 unchanged sentences

Depreciation, amortization and accretion 18,776 18,340 436 2.4 %

Impairments and other charges — 518 (518) 100.0 %

Impairments and other charges — 611 (611) NM (1)

Gross profit 83,939 91,150 (7,211) (7.9) %

9 unchanged sentences

$ 18,556 $ 15,354 $ 3,202 20.9 %

Consolidated revenues decreased slightly compared to the prior year due to a slight decrease in revenues from our Completion Fluids & Products Segment, partially offset by a slight increase in revenues from our Water & Flowback Services Segment.

(1) Percent change is not meaningful

Consolidated revenues increased slightly compared to the prior year due to a slight increase in revenues from both our Completion Fluids & Products and Water & Flowback Services Segments.

See Segment Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit decreased compared to the prior year primarily due to the slight decrease in revenues and an increase in Cost of product sales from our Completion Fluids & Products Segment.

Consolidated gross profit decreased compared to the prior year primarily due to the increase in Cost of product sales from our Completion Fluids & Products Segment.

See Segment Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated general and administrative expenses increased $1.3 million compared to the prior year due to higher compensation expenses, including incentive compensation.

Consolidated general and administrative expenses increased $1.6 million compared to the prior year due to higher compensation expenses, including incentive compensation and legal fees.

Interest expense, net decreased $2.4 million primarily due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement.

Consolidated other (income) expense, net, changed compared to the prior year in part due to a $10.3 million decrease in foreign exchange loss, primarily from recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter of 2025, and a $0.4 million net increase in unrealized gains from our investments.

Consolidated income tax expense increased $2.2 million compared to the prior year primarily due to the higher income before taxes.

In addition, during the three months ended March 31, 2025, we recorded an adjustment to our deferred tax liability related to a correction to our 2024 tax provision, which decreased consolidated income tax expense by $1.2 million.

Our consolidated effective tax rate for the current year is 28.2%, compared to 20.4% during the prior year.

Consolidated other (income) expense, net, changed compared to the prior year in part due to an $8.7 million decrease in foreign exchange loss, primarily from recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter of 2025, and a $0.5 million net increase in unrealized gains from our investments.

Consolidated income tax expense decreased $0.3 million for the six months ended June 30, 2026, as a lower effective tax rate of 32.4%, compared with 37.4% in 2025, more than offset the impact of higher earnings.

The lower rate was driven primarily by our Brazilian entity U.S.

classification election and the absence of a prior-year item related to the dissolution of our Canadian subsidiary, partially offset by a $1.2 million tax benefit recorded in 2025 from a correction to the 2024 tax provision.

Segment Comparisons

Completion Fluids & Products Segment

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2026 2025 $ Change % Change

3 unchanged sentences

Operating income $ 49,943 $ 67,579 $ (17,636) (26.1) %

Revenues for our Completion Fluids & Products Segment decreased slightly primarily due to the prior year quarter as strong volumes from our United States and Northern Europe industrial chemical sales partially offset lower Gulf of America activity.

Gross profit and operating income for our Completion Fluids & Products Segment decreased compared to the prior year due to lower revenues and decreased operating margins from the effect of changes in product mix, including the TETRA Neptune fluid sales in the prior year.

Our profitability in future periods will continue to be affected by the timing of and the mix of our products and services, market demand for our products and services, and drilling and completions activity.

Revenues for our Completion Fluids & Products Segment increased slightly as continued high volumes on our industrial chemical sales, including higher sales volume from traditional seasonal uplift in Northern Europe during the second quarter.

Gross profit and operating income for our Completion Fluids & Products Segment decreased compared to the prior year due to decreased operating margins from the effect of changes in product mix, including the TETRA Neptune fluid sales in the prior year.

Our profitability in future periods will continue to be affected by the timing of and the mix of our products and services, market demand for our products and services, and overall drilling and completions activity.

Operating income for our Completion Fluids & Products Segment was impacted by lower gross profit and a $2.3 million increase in general and administrative expense driven by higher compensation expense.

Water & Flowback Services Segment

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2026 2025 $ Change % Change

3 unchanged sentences

Operating income

1,558 739 819 110.8 %

Revenues for our Water & Flowback Services Segment increased slightly compared to the prior year primarily from new early production facilities in Latin America.

Gross profit and operating income for our Water & Flowback Services Segment increased driven by the new early production facilities in Latin America as well as our continued focus on automation and cost-control initiatives, which contributed to stable margins in a weaker North America environment.

$ 5,576 $ (374) $ 5,950 NM (1)

(1) Percent change is not meaningful

Revenues for our Water & Flowback Services Segment increased compared to the prior year primarily from new early production facilities in Latin America.

Gross profit and operating income for our Water & Flowback Services Segment increased driven by the new early production facilities in Latin America as well as our continued focus on automation and cost-control initiatives, which mitigated the impact of a tepid North America environment.

Corporate Overhead

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2026 2025 $ Change % Change

4 unchanged sentences

6,428 9,329 (2,901) (31.1) %

Other expense, net

332 47 285 606.4 %

Other expense (income), net 305 (648) (953) (147.1) %

Loss before taxes

$ (29,306) $ (34,129) $ 4,823 14.1 %

Corporate overhead loss before taxes decreased primarily due to a $1.5 million decrease in interest expense, net from an increase in the interest expense capitalized for our Arkansas development.

Corporate overhead loss before taxes decreased primarily due to a $2.9 million decrease in interest expense, net due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development and a $2.8 million decrease in allocated corporate costs.

Liquidity and Capital Resources

We believe that our capital structure allows us to meet our financial obligations on both a short-term and long-term basis.

Our liquidity at the end of the first quarter was $102.7 million.

We believe that our capital resources allow us to meet our financial obligations on both a short-term and long-term basis.

Our liquidity at the end of the second quarter was $221.1 million.

Liquidity is defined as unrestricted cash plus availability under our credit agreements.

Information about the terms and covenants of our debt agreements can be found in Note 5 - Long Term Debt and Other Borrowings.

Our consolidated sources and uses of cash are as follows:

Three Months Ended

Our consolidated sources and uses of cash for the periods presented below are as follows:

Six Months Ended

(in thousands)

3 unchanged sentences

Operating Activities

Consolidated cash flows provided by operating activities decreased compared to the first three months of 2025 primarily due to an increase in operating income, offset by working capital changes.

Consolidated cash flows provided by operating activities decreased compared to the first six months of 2025 primarily due to an increase in operating expense, offset by working capital changes.

Investing Activities

Total cash capital expenditures during the first three months of 2026 were $19.0 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate strategic opportunities in certain regions.

Our Completion Fluids & Products Segment spent $10.2 million on capital expenditures, including $6.6 million for our Arkansas brine resource development, net of reimbursement from our Evergreen Unit partner and including major infrastructure and equipment supporting the bromine processing plant, and $1.8 million of capitalized interest for the Arkansas project.

Total cash capital expenditures during the first six months of 2026 were $42.3 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate strategic opportunities in certain regions.

Our Completion Fluids & Products Segment spent $26.0 million on capital expenditures, including $17.5 million for our Arkansas brine resource development, net of reimbursement from our Evergreen Unit participating interest owner and including major infrastructure and equipment supporting the bromine processing plant, and $3.9 million of capitalized interest for the Arkansas project.

We also made additional investments to support strategic opportunities primarily in the United States.

4 unchanged sentences

The extraction of bromine, lithium, magnesium and other minerals from these brine leases will likely require a significant amount of time and capital.

In May 2026, our Board of Directors approved the final investment decision for the development of our Arkansas bromine production facility (the “Arkansas Bromine Project”).

Phase 1 of the Arkansas Bromine Project, which included site preparation, power infrastructure, and installation of the bromine tower, was completed in December 2025.

Phase 2, which encompasses the major infrastructure and equipment supporting the plant, is currently underway with mechanical completion targeted by the end of 2026.

The entire facility is expected to be operational by the end of 2027, with first production anticipated in early 2028.

Remaining capital expenditures will be funded over the next two years from a combination of cash from operations, credit facility borrowings, proceeds from our June 2026 Offering discussed below, and other financing sources.

If the development of our brine resources is materially accelerated or delayed or if other participating interest owners do not fund their share of development costs, the amount of planned capital expenditures for the Arkansas Bromine Project, including the associated upstream, may be adjusted.

Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses.

1 unchanged sentence

However, we continue to review all capital expenditure plans carefully in an effort to conserve cash.

If the forecasted demand for our products and services increases or decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.

If the forecasted demand for our products and services increases or decreases, the amount of planned expenditures on growth and expansion may be adjusted.

Financing Activities

Our financing activities for the first three months of 2026 include $5.9 million of taxes paid upon vesting of restricted stock units, and $1.2 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States.

On June 4, 2026, we received $108.2 million of proceeds, net of underwriting discounts and commissions, and offering fees, from the issuance of 12,432,432 shares of our common stock (including 1,621,621 shares sold pursuant to the underwriters’ exercise in full of their over-allotment option).

We intend to use the net proceeds from the offering for general corporate purposes, including funding a portion of the construction costs of our Arkansas Bromine Project.

Our financing activities for the first six months of 2026 also include $6.4 million of taxes paid upon vesting of restricted stock units, and $2.4 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States.

We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital.

4 unchanged sentences

Pursuant to this registration statement, we have the ability to sell debt or equity securities in one or more public offerings up to an aggregate public offering price of $400 million.

In June 2026, we issued 12,432,432 shares of our common stock under this registration statement for an aggregate public offering price of $115.0 million.

As a result, as of June 30, 2026, we had the ability to sell up to an additional $285.0 million of securities under this registration statement.

This shelf registration statement currently provides us additional flexibility with regards to potential financing that we may undertake when market conditions permit or our financial condition may require.

In addition to the aforementioned credit facilities and Term Credit Agreement, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing.

In addition, as of March 31, 2026, the market value of our equity holdings of Standard Lithium was $2.7 million with no holding restrictions on our ability to monetize our investments.

Should additional capital be required, the ability to raise such capital through the issuance of additional debt or equity securities may be limited by instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminable length of time.

In addition, as of June 30, 2026, the market value of our equity holdings of Standard Lithium was $2.2 million with no holding restrictions on our ability to monetize our investments.

Should additional capital be required, instability or volatility in the capital markets may increase our cost of capital or limit our ability to raise capital through the issuance of additional debt or equity securities for an indeterminate period.

If it is necessary to issue additional equity to fund our capital needs, additional dilution of our common stockholders will occur.

4 unchanged sentences

An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement and Swedish Credit Facility.

As of March 31, 2026, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

As of June 30, 2026, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

Critical Accounting Policies and Estimates

6 unchanged sentences

Commitments and Contingencies

For discussion of our legal proceedings, please see our 202 5 Annual Report and Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this Quarterly Report.

For discussion of our legal proceedings, please see our 2025 Annual Report and Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

Long-Term Debt

27 unchanged sentences

global or national health concerns, including the outbreak of pandemics or epidemics;

acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, heightened tensions with Iran, including any potential closure of the Strait of Hormuz, and other continued hostilities in the Middle East, maritime piracy attacks;

acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, the conflict with Iran and uncertainty with respect to maritime traffic through of the Strait of Hormuz, and other continued hostilities in the Middle East, maritime piracy attacks;

and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.

These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, bromine and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Brine Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing;

the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including the ability to obtain local governmental and regulatory approvals;

These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, bromine, magnesium and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing;

the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including delays, cost overruns and the ability to obtain local governmental and

regulatory approvals;

the accuracy of our resources report or the timing of future updates to our resources report, feasibility study and economic assessment regarding our lithium, bromine and other mineral acreage;

7 unchanged sentences

In particular, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category.

With respect to the Company’s disclosures of the potential joint venture for the Evergreen Brine Unit, it is uncertain about the ability of the parties to successfully negotiate one or more definitive agreements, the future relationship between the parties, and the ability to successfully and economically produce lithium and bromine from the Evergreen Unit.

With respect to the Company’s disclosures of the potential joint venture for the Evergreen Unit, the future relationship between the parties and the sharing of development costs is uncertain.

Management believes that these forward-looking statements are reasonable as and when made.

However, investors are cautioned not to place undue reliance on any such forward-looking statements.

Such statements speak only as of the date on which they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as

required by law.

In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations, forecasts or projections.

2 unchanged sentences

opportunity risks, such as mineral extraction, demand therefor, or realizing industrial and other benefits expected from bromine processing;

our ability to develop a bromine processing facility and risks inherent in the construction such facility;

our ability to develop a bromine processing facility and risks inherent in the construction of such facility;

equipment supply, equipment defects and/or our ability to timely obtain equipment components;

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis