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M&A Announcement

Feb 19, 2025

Operator

I'll now hand the conference over to the MMG management team. Please go ahead.

Andrea Atell
Head of Investor Relations, MMG

Thank you, and thank you for joining us. Today we'll be discussing our agreed acquisition of Anglo American's Brazilian nickel business. Joining us are Mr. Liang Cao, our CEO, and Sandra Grant, the Interim Executive General Manager of Commercial and Development, along with Brent Walsh, our General Manager of Strategy, Development, and Projects. I will now hand over to Liang Cao. At the conclusion of the presentation, we will open the call for questions. Thank you.

Liang Cao
CEO, MMG

Thank you, Andrea. Good morning and good afternoon. As you know, our announcement of our MMG agreed acquisition was released yesterday. We will take it as it is, and I'll only cover the transaction's key highlights. The team and I will be happy to answer any questions at the end of the presentation. Sandra and Brent will cover the agreement in more details. However, I would like to provide some opening comments. Our acquisition of Anglo American's nickel business, or Nickel Brazil, is exciting news for MMG and is a great example of our growth strategy in action. It provides important diversification for our business and strengthens our presence in Latin America. Nickel Brazil is a leading ferronickel business that is well-managed and operated by a highly talented and long-standing management team with lots of growth potential and demonstrated excellence in sustainability performance.

A positive legacy we look forward to continuing. MMG and Anglo American have a long track record of close collaboration and shared values, as demonstrated by our commitments to ICMM principles. In terms of why this asset, actually, nickel has been under consideration by our team going back a number of years, many years. In fact, our geology and M&A teams first identified this opportunity, this asset, in 2009 as a high-quality target. While nickel prices are currently low, however, the consensus expectations are for them to rise by 25% over the next three to five years. Positively, this business generates robust cash flows and earnings even at low points in the cycle, and so can withstand the current market better than its competitors.

This, combined with the medium and longer-term growth potential driven by the energy transition and the essential role for the nickel in batteries, provide us a positive outlook. And of course, the timing of this transaction means we are capitalizing on counter-cyclical investment opportunity in Tier 1 mining jurisdiction. While we believe that Nickel Brazil presents considerable upside, we look forward to working with Anglo American on completing this transaction, this acquisition, in a timely manner. I'll hand over to Sandra. Thank you.

Sandra Guan
Interim Executive General Manager of Commercial and Development, MMG

Thank you, Cao Liang. Good morning and good afternoon, everyone. MMG has entered into a binding agreement to acquire Nickel Brazil for total cash consideration of up to $500 million. The agreement structure is detailed on the screen. It is worth highlighting that we have in place a phased contingent payment structure that comprises an upfront cash consideration of $350 million and up to $150 million in contingent consideration. MMG will fund the acquisition via existing liquidity sources, and there's no funding condition associated with this transaction. We continue to work to deliver our strategy, and as Cao Liang stated, the agreed acquisition of Nickel Brazil demonstrates our positive progress. It also aligns with our vision to become a leading international player in the mining sector, providing materials essential for the transition to a low-carbon future.

As a team, we remain focused on maximizing value and competitiveness of our existing assets. We'll also be expanding or stepping out into new regions and other future-facing commodities. Here we have detailed key operating asset statistics. You can see that Nickel Brazil is a world-class and stable operation producing approximately 40,000 tons per annum of nickel in ferronickel across two operating assets, Barro Alto and Codemin. Barro Alto is the flagship operation producing approximately 32,000 tons per annum of nickel, with all sales from Barro Alto also tracked to the Codemin plant, which produces approximately 8,000 tons per annum of nickel. The operations have an expected mine life of 18 years on a combined basis. I'm screening now at the investment highlights and strategic rationale behind our agreed acquisition of Nickel Brazil.

I will now hand it over to Brent, who will take you through each of these on the following slides.

Brent Walsh
General Manager of Strategy, Development, and Projects, MMG

Thank you, Sandra. And Slide 9. Firstly, Nickel Brazil allows MMG to strengthen our presence in South America, an existing regional jurisdiction, while diversifying into a new commodity in nickel. We anticipate being able to leverage MMG's internal capabilities and experience gained from our flagship asset in South America, Las Bambas, to support operations at Nickel Brazil and to realize potential operational synergies. As mentioned by Cao Liang, the acquisition of Nickel Brazil represents what we see as a genuine counter-cyclical investment opportunity, where these assets have generated, on average, annual EBITDA of around $250 million over the past five years. And as you can see from this graphic, the implied acquisition multiple of somewhere between one times and three times earnings is very attractive on a trailing basis, while still obviously considering what we see as very positive medium and longer-term outlook for nickel on the horizon.

Onto Slide 10. Secondly, Brazil is widely recognized as a world-class mining jurisdiction, rich in resources, from nickel to copper to lithium and others, with Nickel Brazil providing the platform to pursue future organic and inorganic growth opportunities for MMG. Mining is a key industry for Brazil, given the approximate 5% contribution to Brazil's GDP. The industry benefits from a well-established and streamlined mining regulatory framework and attractive tax incentives as well. MMG is pleased to not only be acquiring one of the largest ferronickel producers in the world, but one that has impressive ESG credentials as well. On the screen are a number of examples of this. Given the significance that MMG places on safety, it's our number one priority. It was reassuring to see Nickel Brazil's commitment in this critical area.

It is also worth highlighting the operation's strong environmental and social performance, with a community office at Barro Alto to actively engage with local communities. In terms of energy supply, Nickel Brazil has a stable supply of 100% renewable energy for its electricity needs. It's also very notable that Barro Alto is the first nickel-producing mine globally to achieve the Initiative for Responsible Mining Assurance, or IRMA 75, standard back in 2024. Finally, this operation has a limited environmental footprint, given there are no tailings dams or slurry pipelines associated with the site. Slide 12. Moving on to operating and financial performance, you can see that Nickel Brazil has a history of stable production of around 40,000 tons per annum of nickel contained in ferronickel.

Indeed, the team that went to site have been highly impressed with how well-managed these operations are, which is not a surprise to us, given the average tenure of the management team is around 15 years. We look forward to welcoming these professionals to the MMG family. As a result, Nickel Brazil constantly produces a high-quality ferronickel product that has typically received better pricing in the market than other ferronickel competitors. Looking ahead, MMG expects the operations to continue delivering strong, stable operational performance, while remaining a low-cost nickel producer. This takes me to the next slide. As mentioned, the fact that Nickel Brazil currently has the lowest cash cost amongst global ferronickel producers and sits in the first quartile of the global nickel cost curve was a key acquisition rationale for MMG.

The cost curve positioning ensures Nickel Brazil is well-positioned in a weaker nickel price environment, while benefiting strongly from the expected future increase in the nickel price in the medium to long term. The operation's combined remaining mine life of 18 years ensures that MMG should have the opportunity to benefit from multiple nickel cycles over this period. Finally, as you can see on this slide, Nickel Brazil has one of the world's largest portfolios of nickel deposits, with a resource endowment of approximately 5.2 million tons of contained nickel. So as you can understand, when we look at diversifying into a new commodity, the opportunity to acquire a nickel endowment this large is an incredibly unique proposition at the price and the value that we've been able to secure it for. Which takes us to the next point.

This provides MMG with significant growth optionality through the greenfield projects in Jacaré and Morro Sem Boné, or MSB. Both projects have very well-understood geology, are very high-grade deposits, and they have solid infrastructure and development options afoot. While Jacaré and MSB may require a higher nickel price environment in the future to be developed, the expansion potential presented by these projects could very well transform MMG into one of the world's leading global nickel producers, which aligns very strongly with our vision to become a leading global base metals producer that is leveraged to a decarbonized future. Now, the next two slides, we'll just take a brief moment to touch on the nickel market for those unfamiliar with both nickel and ferronickel market dynamics. nickel has long been a critical component in industrial applications, with stainless steel as its primary demand driver.

Additional demand and increasing demand now comes from products like cathodes for electric vehicle batteries and energy storage systems. In recent years, Indonesian supply has created a short to medium-term surplus that's affected nickel prices. This is well understood. However, as resource depletion accelerates, environmental concerns over new supply become more pronounced, and demand from stainless steel and electric vehicles continues to grow, the nickel market is expected to shift back into deficit post-2030, a shift that MMG and Nickel Brazil will be well placed to capitalize on. In terms of ferronickel, it competes directly with nickel pig iron, or NPI, to supply the stainless steel industry. There are a number of advantages that ferronickel has over NPI. Briefly, these include higher nickel content, a lower carbon footprint, and also lower impurities.

The rapid increase in NPI supply has significantly widened the price discount at which ferronickel trades relative to the LME price. However, what we can see here is that Nickel Brazil has maintained a stronger pricing position, achieving lower discounts when compared to other global ferronickel producers. We believe Nickel Brazil's production of a low carbon content via environmentally sustainable production processes will be desired and continue to be desired by international stainless steel producers seeking sources of nickel supply outside of Indonesia. This concludes our presentations. My colleagues and I are now happy to take your questions, and I'll hand back to the moderator. Thank you.

Operator

Thank you. If you would like to ask a question, please press star one on your telephone and wait for your name to be announced. If you would like to cancel your request, please press star two. If you are on a speakerphone, please pick up the handset to ask your question. Your first question today comes from Gene Fang from Citi. Please go ahead.

Gene Fang
Director, Citi

Hi. Thanks very much for the presentation and the sharing, and happy to see this acquisition. My first question is regarding the valuation part. I noticed that by calculation, the average EBITDA is around $110 million for this operating project. So I want to check what's the average nickel price assumption for this valuation in the following 18 years. What's the average level?

Brent Walsh
General Manager of Strategy, Development, and Projects, MMG

Certainly. So look, I'll just make a couple of comments. The average EBITDA forecast in our valuation announcement is a requirement and a new requirement from the Hong Kong Stock Exchange. It doesn't paint, I think, a particularly insightful picture to investors because earnings volatility is so subject to nickel price forecasts, as you point out. However, what I can tell you without telling you what our nickel price assumptions are is that in the short term, our nickel price assumptions for this acquisition are below consensus. And in the longer term, obviously, we expect a recovery in nickel prices towards that consensus price level. But we are genuinely optimistic on the long-term fundamentals of nickel, and that's what's attracted us to this opportunity.

You can be assured that we haven't factored in an aggressive hockey stick recovery in the nickel price, and that's well and truly factored into our forecast going forward.

Gene Fang
Director, Citi

Okay. Got it. And another question is that in addition to this current operating project, there are also two greenfield mines. From the previous presentation, you mentioned that we might need a higher price to develop these two greenfield mines. I want to check at what price level it will be attractive to develop the two greenfield mines, and do you have any plan about these two greenfield mines' development?

Brent Walsh
General Manager of Strategy, Development, and Projects, MMG

Yeah, certainly. And that may be a premature comment because we haven't been able to get in and study those projects in the detail we'd like. So obviously, our first priority will be to study them in depth. We think that they present a very attractive opportunity just given the size of the nickel endowment that we've highlighted. The other unique proposition that our group brings is the expertise of our parent company and our related companies in nickel processing technology in Indonesia through both HPAL technologies and other pyrometallurgical processing technologies. So we'd love the opportunity to study these projects and bring out our experts from China into these studies to review and see what opportunities there are. So we think there's a lot of optionality, but we're not in a position to tell you what nickel price they'll be developed at.

But we think that we can bring a lot of value to those projects through our unique model.

Gene Fang
Director, Citi

Got it. Got it. Thank you, and my final question is regarding the strategic level. We know that there are lots of nickel projects in Indonesia. The MSB, the hydromet, has a cost advantage. So what's the rationale to enter this industry in Brazil? And what do you think the competitive advantage of this project versus a nickel project in Indonesia?

Brent Walsh
General Manager of Strategy, Development, and Projects, MMG

Okay. Thanks, Gene. I'll take that again. Look, there are a few points that I'd like to draw your attention to. I think the first one is that having this ex-Indonesian supply is a significant advantage. We've demonstrated the pricing premium that the product gets because of the, I mean, there are a number of value factors here that this operation delivers: lower carbon footprint, end-to-end supply chain, lower impurities. So it's got a strategic advantage from, I think, a pricing perspective. The second point is to talk more about the nickel market generally. And the influx of supply into Indonesia is certainly of no surprise to anyone. And we've well and truly factored that into our analysis. But one thing that probably gets lost in all of this is that nickel, as a base metal, has the highest demand growth profile of all base metals.

It's expected to grow by 6% a year between now and 2030. You've got a real differentiation here between Class 1 and Class 2 nickel supply. And Class 2 nickel supply is actually tighter than I think the market appreciates. You've got ferronickel global production that's gone from 375,000 tons a year in 2021 down to around 110,000 tons a year right now. So there's always going to be very strong demand from stainless steel producers in Europe, in the US, for a premium ferronickel product, which is what this asset brings. The other thing I'd say around the supply is, while there is an influx of supply, there is potential risk and volatility attached to that supply when you consider things like Indonesian mining restrictions, you consider things like Philippines export or export bans.

So we see enough risk and volatility in that supply side as well, but see ample protection to our margins from our cost position and our premium product offering. So we've taken all those things into account when assessing whether acquiring this asset in ferronickel in Brazil is the right thing to do for the business.

Gene Fang
Director, Citi

Okay. Got it. Got it. Thanks for the answer, and that's very clear. I have no more questions. Thanks.

Operator

Thank you. Your next question comes from Chris Reilly from Balyasny Asset Management. Please go ahead.

Chris Reilly
Managing Director, Balyasny Asset Management

Thank you very much for the presentation, and congratulations on the acquisition. My question is on CapEx. So what sort of additional recurring and as well as growth CapEx shall we expect due to this acquisition? Any incremental CapEx? Thank you.

Brent Walsh
General Manager of Strategy, Development, and Projects, MMG

Okay. Thanks, Chris. Yeah. So look, sustaining capital will probably hover around that $20-$30 million per annum range. We're obviously need to take a much closer look at that with the benefit of being behind the wheel. But certainly, that's our forecast. And it obviously fluctuates from year to year because you do have high capital years when things like kiln relines need to take place with a capital-intensive pyrometallurgical process like this. But I think the average of $20-$30 is what you can expect. There are no major growth capital projects attached to the assets at the moment, but obviously, we'll be looking to optimize and drive efficiencies where we can. But they are, I mentioned before, very well-maintained, well-run assets with a really stable operational track record.

Chris Reilly
Managing Director, Balyasny Asset Management

Got it. Thank you very much.

Operator

Thank you. Once again, if you would like to ask a question, please press star one on your telephone and wait for your name to be announced. Your next question comes from Lawrence Lau from BOCI. Please go ahead.

Lawrence Lau
Executive Director, BOCI

Hi. Thanks for taking my question. I have quite a few questions. First of all, I would like to know that your consideration part of it is attached to the two greenfield mines. I just wonder, is there any time limit that consideration attached to the greenfield development? Because you have four years time limit for the consideration related to product prices. So I just wonder, is there any time limit for that attached to the two greenfield projects? And my second question is about the historical financial of the target asset. Just realized the target asset actually making quite a big loss in 2023. And I just wonder what really happened because if we look at the relevant information from Anglo American, actually, the EBIT of the Nickel operations was $62 million in 2023.

I just want to know what happened in between the EBIT and the profit before tax. Thanks.

Brent Walsh
General Manager of Strategy, Development, and Projects, MMG

Thank you, Lawrence. Just a quick answer to your question. The first one for the two greenfield project, the continuous improvement after now, according to the design, there is no time like four years, five years. It's more depends on the timing of the decision when we decided to construct and make the investment decision. The second point in terms of 2023, there was a big impairment. If I remember correctly, it should be around $800 million, something like that. So if we exclude the $800 million impairment, the profit is still profitable.

Lawrence Lau
Executive Director, BOCI

No, no, that's correct. So obviously, that impairment reflected the carrying value of those assets at the time for Anglo. Now, we clearly haven't paid anywhere near $800 million for those assets. So it's a historical legacy issue rather than an ongoing issue for the assets.

Operator

Okay. Thank you. Thank you. Once again, if you would like to ask a question, please press star one on your telephone and wait for your name to be announced. As there are no further questions at this time, I'll now hand back to the MMG management team for any closing remarks.

Andrea Atell
Head of Investor Relations, MMG

Thank you for joining us. If you have any additional questions, please reach out to our investor relations or corporate affairs team. Bye for now.

Operator

Thank you. That does conclude our conference for today. Thank you for participating. You may now disconnect.

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