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M&A Announcement

Apr 3, 2023

Gary Nagle
CEO, Glencore

Good afternoon to all of those joining, or good morning or late good night those who are in Australia. Thank you for joining. I know it's very short notice. I appreciate that you've all canceled your agendas, those who have, and are able to join us for this call. I'm joined also by Steve, our CFO, to be able to tackle any questions you guys may have. You would have also seen on our website we've posted a presentation, a short slide presentation, which I'll take you through. I hope you all have that in front of you. Without further ado, we'll just kick off straight into that presentation. What we're here today to present is a very compelling proposal for Glencore shareholders and importantly for Teck shareholders.

It's compelling in both the financial sense, and it's compelling with regards to non-financial issues for this very interesting merger between our two companies. What we proposed to the Teck board is a merger of Glencore with Teck and a subsequent demerger of our coal business, Teck's coal business, and our ferroalloys business. If we move to slide three, you'll note that on from a financial perspective, the all-share merger with Teck B shares is at a compelling premium. It's a 22% premium based on Teck's B shares share price, the undisturbed share price at the close of business last Friday, the March 31st. A 20% premium based on that share price on the day we sent our proposal to Teck's board on the March 24th.

A 20% premium based on the Glencore versus Teck share price, using the three-month VWAP, and a 30% premium on that same share price calculation using a 12-month VWAP. Given the additional rights that the A shareholders have, they receive the same premium to the spot, which implies 12.73 Glencore shares for each one of Teck's shares. Ultimately, where this lands up is a merger of two terrific companies in the ratio of 76/ 24, with very healthy premiums for the existing share, Teck shareholders. Importantly, Teck shareholders continue to be large shareholders in the combined entity. This is not cashing out. This is an all-share merger between the two companies.

Once the merger is completed and simultaneously with the completion of this merger, there would be a subsequent demerger of the coal business, which will comprise Teck's coking coal business, Glencore's steam and coking coal business, and Glencore's ferroalloys business. The metals company would include all Glencore's metals business, as well as its marketing business, its recycling business, and our energy business, excluding coal, obviously. The coal company would include Glencore, as I said earlier, Glencore's coking coal and steam coal business, Teck's steam coal business, and our ferroalloys business, along with the marketing activities that go with both those businesses.

We would list the metals company, would remain listed in London as a primary listing. It would have a secondary listing on the Toronto Stock Exchange, a very important exchange, as well as the Johannesburg Stock Exchange for our important South African investors. We're also proposing that the coal company has secondary listings on both the TSX and the JSE, its primary listing we're proposing to be in New York, in New York, given the feedback we've received from investors and the appetite for a very strong world-class coal business on that exchange. With respect to some of the social issues, the management, the board, and the name of the company, we proposed to Teck that they would appoint the chairperson of the metals company, Glencore would appoint the chairperson of the coal company.

We also proposed that Glencore would nominate the CEO of the metals company, and Teck would nominate the CEO of the coal company. Beyond that, it would be the best of both. We do recognize the terrific skill and quality of the people within the Teck business. We also know our business has terrific skills and quality people, and we believe putting these two groups of people together in the best of both will create an even better company for both metals company and coal company. We would also propose that the name of the metals company is Glentech, which incorporates a very important name within the history of Teck and within the mining industry in Canada and worldwide.

The coal company, we have not yet come up with a name, but I'm sure we'll find some very smart consultants to give us a good name for the coal company. Moving on, people ask, why now? You know, why is this something now? Well, we believe that given Teck have proposed a separate transaction, we have a transaction here which is materially better than the Teck proposed transaction. Let's go through why we believe it is. First and foremost, there's a meaningful premium, and I've been through the numbers on the slide before, a meaningful premium for Teck shareholders. That is key in terms of their ability to be able to realize value from day one. It's also an all-share merger. This is certainly not a sale.

It's an all-share merger where Teck shareholders get to participate in the value creation of these two companies. Where does some of that value come from? First and foremost, we believe there's actual and realizable synergies of anywhere, and these are, we believe, reasonably conservative estimates, of between $4.25 billion and $5.25 billion on an NPV basis. How those are made up, and we'll have a slide on that a little bit later. Clearly, with Glencore's marketing arm, there's significant marketing synergies around, as well as the normal corporate synergies one would have in a transaction of this nature. We've also done work previously with Teck management, and we continue to engage with them in recent times around potential synergies between QB2 and Collahuasi.

Of course, we recognize both QB2 and Collahuasi have outside shareholders, and we're very respectful of their rights and their participation in any discussions around synergies. Some of the discussions that we've had with them at a high level, where they are very supportive of trying to realize synergies for the better of all shareholders in both operations. We believe by putting QB2 and Collahuasi together in conjunction with their fellow shareholders in these respective assets, there's significant synergies to be gained. For shareholders in both Glencore and Teck, what does that leave them? It leaves them continued exposure to two standalone global mining giants. We have a metals company, which is the metals company, the go-to metals company, the best copper company in the world, bar none.

It'll have tier one portfolio of copper assets and an unrivaled suite of growth opportunities that both Glencore and Teck bring into this new company. In addition to these copper opportunities, there's a terrific nickel business, a world-class zinc business, and the cobalt byproducts that we get out of our out of the Glencore copper business is a significant contributor into the world as the world decarbonizes. From a coal perspective, we have the world's best steam coal export business. We have Teck's excellent coking coal business associated with Glencore's coking coal business, and people forget we have some world-class coking coal assets in Australia, which will also be contributed to this business. This coal company, along with the ferroalloys business, would be highly cash generative.

It would be a diversified producer around the world, present in South Africa, in Colombia, in Australia, and in Canada. It would provide very attractive capital returns through the cycle for its investors. The key issue between these two companies, which is going to be a key differentiator between the current Teck proposal and the proposal we've put to the Teck board, is that there's no intercompany arrangements between metals company and coal company. There will be two truly standalone companies. There will be no reliance on each other for funding or anything of the like. We believe that the metals company will have a significant cash flow stream that, through the cycle, will be able to invest in its projects as the world needs to build these projects and bring copper into the market.

The coal company, being highly cash generative, would be able to distribute 100% of its final cash flows back to shareholders as a terrific yield to those shareholders. Lastly, given the nature of how these companies will be made up, we believe that both of them should trade at a premium relative to their peers in the market. This value creation is something real for all shareholders from day one. Moving on to slide five, where we break down the synergies into a little bit more detail. We believe these are really comfortably deliverable. Starting at the top, where our marketing synergies around being able to have networks of information, blending opportunities, geographic arbitrage opportunities, smelter optimization, concentrate, complex and simple concentrate blending and feeds.

This provides huge amounts of opportunity for the combined metals business. It not only combines huge amount opportunity for metals business, but in the coal business as well, the ability to be able to supply coking coal from Australia and from Canada into various markets and create those geographic arbitrages. We believe there's at least $300 million of EBITDA available annually to those businesses on a combined basis to those businesses. On an NPV basis, that's a little under $3 billion of NPV, absolutely realizable real NPV that these businesses will achieve at by moving ahead with this structure and not an alternate structure. Of course, we also have some overlapping infrastructure around the world and various other overheads and operating models which can be put together and significant synergies realized by cost savings.

We believe there's at least $200 million of annual EBITDA savings across operating and overhead optimization. That adds an additional $1.5 billion of synergy value to this transaction on an NPV basis. We also had a look at the Collahuasi QB2 long-term operational synergies. As I've said before, this is a discussion we've been having for some time with our colleagues at Teck. We believe from a Glencore and Teck perspective only, so just taking into account the synergies that the combined shareholders of Glencore and Teck would be able to achieve, there's a minimum of $1 billion of NPV synergies available to those shareholders.

This is real where we feed Collahuasi's higher grade ore through the QB2 terrific processing facilities that are just being commissioned at the moment. There's obviously also significant overhead and procurement synergies that we believe can be achieved by putting these two great assets together and building what we believe would be the best premier copper operation in the world. When we add all that together, we have a total synergy value of anywhere between $ 4.25 billion and $ 5.25 billion . As I said previously, these are comfortably deliverable to all our combined shareholders. Really the icing on the cake is the fact that the re-rate potential, which we've been quite conservative on, for these two assets, is significant.

These are two bigger, better, more diversified businesses. In fact, both of them will be leaders in their field, the best metals company, the best coal company in the world. On an illustrative basis, and we believe this is conservative, we used half a turn of EBITDA re-rate, which we believe would add at least $15 billion of market cap onto the value of these two companies. Now, the great thing about what we're proposing under this merger is that these are shared with all shareholders. This is not a cash buyout, this is not a purchase, this is not a sale of Teck. This is a merger on a 76/24 ratio basis with a premium where all shareholders get to benefit in these fantastic synergies. Moving on to slide six.

We obviously are as Glencore, a very big investor and operator in Canada, and we believe that we will deliver real benefits to Canada through this, through this merger. We have a long history in Canada. We're currently finishing our Onaping Depth project in the Sudbury Basin, which is over $1 billion of capital spend. We employ thousands of people in Canada, as do Teck. On the right-hand slide of the right-hand side of the slide, you can see the commitments we have made to ensuring Teck's Canadian legacy will be secured. Let's look a little bit more into a little bit more detail on each of the two companies, and let's start with the metals company, which will be the leading decarbonization critical metals exposure vehicle. There will be no better company in the world.

Looking across the top, it certainly is the right commodity exposure. It's got the commodities that the world needs. The world's best suite of copper assets, currently the largest producer of cobalt, a key ingredient in home electronics and EVs, a very large producer of battery-grade nickel, low-carbon battery-grade nickel. Together with Teck's zinc assets and Glencore's zinc assets, very large zinc producer providing the important galvanizing ability for steel around the world, particularly in offshore wind turbines. These are these are significant scale assets. Each one on their own will be market leaders. They're high-quality assets. If we just run through some of the names, and those on the call obviously understand the industry, know that the Collahuasis, Antamina, QB2, Antapaccay, Katanga, and Mutanda of the world are the leading copper producers in the world.

Nickel, we mentioned, of course, our integrated nickel operations in the Sudbury Basin. We also have Murrin Murrin in Australia, both of them producing low carbon, high-grade, battery-grade, nickel. On the zinc side, Red Dog, a world-class asset, combined with Glencore's world-class Kazzinc and MRM and Mount Isa assets, gives us significant ability to supply the zinc the world needs as the world decarbonizes. Married to those assets, we've obviously got our recycling business. This is something that's growing and would be a key part of this decarbonization metals company as primary metal competes with secondary recycled metal in a circular economy, bringing our recycling business into this metals company would set it apart, not only because of the quality of the assets, but also because the ability to provide this recycling material to our customers.

Of course, there's the metals and energy marketing side, where Glencore is the leader of marketing commodities around the world, very successful over many years. We'll bring that expertise into the metals company and continue to market and, obviously Glencore's material, but the material from the Teck assets, creating additional synergies, as outlined in the previous slide. Together, both companies have a significant pipeline of growth opportunities. In previous capital market day presentations and industry presentations that we've made, we've outlined Glencore's clear path to grow its copper production from 1 million tons- 2 million tons of copper. This is predominantly brownfield expansion, lower risk, low capital intensity, easy achievable copper production. The vast majority of Glencore's are brownfield. They are out of projects that, again, that you know.

We've got our Eureka project, our Coroccohuayco project, the expansion into Mutanda Sulfides, our Collahuasi expansion, which we do in conjunction with our partners in Collahuasi, and our Antapaccay expansion. We also have, of course, our terrific greenfield El Pachón project, which eventually will come into the market. Likewise, Teck have their own terrific suite of projects. The NewRange, the expansion of QB2 into QB3, San Nicolas, Zafranal, Galore Creek, Nueva Union, and Schaft Creek. All very good projects in their own right. This metals company will be diversified geographically as well across the key mining regions around the world. We're covering Chile, we cover Peru, we cover Kazakhstan, we cover the DRC, we cover Canada, we cover the US, we cover Australia, and a number of projects in places like Argentina and even Mexico.

These are terrific assets in terrific in jurisdictions across the world, and having that geographic diversification is critical. We've seen around the world how many countries continue to change sometimes the rules of the game, whether it be in whether it be in Chile, whether it be in Peru, wherever it may be. Having these assets across the world in all these geographies gives this company huge strength in terms of its diversification geographically. At the bottom of the slide, you'll be able to see an indicative 2025 EBITDA breakdown between the various commodities. Copper making up 60% of the indicative EBITDA in 2025. That obviously includes the huge value provided by our cobalt business.

This asset, this company would have the best of both operating cultures and be supplemented by Glencore's expertise in marketing. Moving on to slide nine, that visually just shows you what kind of company we would be building together here with our Teck shareholder colleagues. At the moment, Teck produces just over 250,000 tons of copper, once QB2 is ramped up, and we're very happy to see first concentrate come out last week, and congratulations to Jonathan and his team, they would ramp up to over 440,000 tons of copper. Glencore currently at 1 million tons of copper. Putting the two together will be a 1.3 million ton copper producer and nearly a 1.5 million ton copper producer once QB2 has been ramped up.

That's just really the base business. That leaves us as the third biggest copper producer in the world, but it's really the base business that is there and allows the cash flows from those base businesses to be funneled into this terrific growth pipeline that the new company would have. If we move on to slide 10, we have a better view of what that pipeline looks like. As I said, Glencore today, about 1 million tons of copper, QB2, about 250,000 tons, and QB2 being ramped up to 440. That leaves us at the 1.4 million tons. We have a list, and I've been through the names before, but if you look through the brownfield projects, Glencore contributing more brownfield projects than Teck at this stage.

I mean, it's not about counting the numbers, it's about putting the best of all projects together, efficiently allocating capital to the lowest capital intensive, highest margin projects, to bring those tons into the market as we need it. The brownfield project significant. I've been through them. The Kolwezi fourth line, the QB2 expansions, the Mutanda sulfides, Coroccohuayco and others, that provides significant growth of copper projects, low risk copper projects for this new metals company. Once we built those brownfield projects and the world still needs the copper that it needs to decarbonize, we have a host of greenfield projects. In Glencore, we have the world's best greenfield project in El Pachón in Argentina, 100% owned by Glencore. While in Teck, they also have three very big greenfield projects.

The 50% owned Galore Creek, the 50% owned Nueva Union, and the 75% owned Schaft Creek. Now, of course, having all of these projects along with El Pachón and the two slightly smaller projects in San Nicolas and Zafranal now allows the company to be able to allocate capital efficiently, smartly, and to the right project at the right time to be able to maximize value for both Teck and Glencore shareholders. That brings the combined business up to around 3 million tons of copper production. Certainly the best and biggest copper producer in the world, bar none. Moving on to the coal company. As I said earlier, this is a highly cash generative coal and carbon steel business. It will be the leader in the world in terms of that type of business.

Starting again on the left on slide 12, this would have the world's best seaborne steam coal business. In Australia, last year, the business produced over 60 million tons of high-quality seaborne steam coal. South Africa, a little over 15 million tons, and Colombia, nearly 20 million tons. On the met side, Teck's own business, the Elk Valley Resources, that produced us over 21 million tons of high-quality coking coal, and that would be supplemented with Glencore's own high-quality coking coal out of Australia, last year producing just under 13 million tons. A real player in the met coal business. We have a business here that is, although has more steam coal in tons than met coal, a very balanced in terms of potential revenue and earnings between the two businesses, between met and steam.

It certainly is not a heavily weighted steam coal business. It's a, from a profitability perspective, a quite an equal met and steam coal business. In addition to that, in the steam coal numbers for Glencore's tonnage, we do include our soft coking coal, which we know and we saw during 2022, has the ability to swap between a high-quality steam coal and into a semi-soft met coal, depending on market conditions. We also have our leading producer of ferroalloys in our new coal company. We produce at least 1.5 million tons of ferrochrome, high quality ferrochrome, critical in the world's need for stainless steel, a terrific business that's been cash generative throughout the cycle.

The business would have zero net debt, and that's a joy for any coal company today to have zero net debt. Using 2023 consensus numbers, you'd have an EBITDA in that coal company of around $16 billion and pre-tax cash flow of around $14 billion. The intention is that this coal company would have a 100% cash payout shareholder return policy. There's no preference dividends, there's no royalties other than existing royalties within the current leases to be paid to any other company to help fund those companies grow or do anything else. These cash flows are for the shareholders, the Teck and Glencore shareholders of their company.

Importantly, we don't ignore climate, and we fully intend for the coal company to respect the net zero climate strategy Glencore that Teck has announced in respect of its coking coal business, and to also continue to oversee the responsible decline of the thermal coal business currently in Glencore's portfolio. Moving on to the final slide and a summary of where we are. We're unlocking unique and compelling value for all stakeholders. Teck shareholders, Glencore shareholders through this merger, employees, communities and the like. We create two standalone companies with substantially larger and a more diversified portfolio of assets than those of the than the proposed Teck Metals and the Elk Valley Resources is currently proposing. The Metals Company will be a world-class standalone transitional metals business. It'll have a diversified portfolio.

It'll be the leading player in copper, the leading player in cobalt, and key player in both zinc and nickel, which are all needed for the energy transition. Likewise, the coal company will be a leading player in steam and met coal and will be highly cash generative as a standalone coal and carbon steel business. Unlike Elk Valley Resources, it'll have no ongoing financial obligations to MetalsCo. MetalsCo, through its own cash generation, will be able to fund itself, fund its growth, fund its expansion to that 3 million tons. A exchange ratio, as we've outlined on the first slide, of 7.78 Glencore shares per Teck B share, represents a significant premium of 22% based on Teck's undisturbed last close on Friday last week, on the March 31st.

It is a significant premium on the 30-day VWAP and the 12-month VWAP for those same shares. When we put those together in terms of ratio, as we said, Glencore and Teck shareholders would merge together and jointly own the new company, 76/24. There's certainly no sale of Teck to Glencore. Huge synergy potential, $4.25 billion-$5.25 billion of synergy value before any potential re-rating. We believe that re-rating could unlock conservatively $15 billion for Glencore and Teck shareholders. Of course, we have a full commitment to continue Teck's legacy and deliver real benefits to Canada. With that, I'll end the presentation and turn it over to Q&A.

Operator

Thank you. Dear participants, as a reminder, to ask a question, you need to press star one one on your telephone keypad and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. This will take a few moments. We're going to take our first question. The question comes from the line of Ian Rossouw from Barclays. Your line is open. Please ask your question.

Ian Rossouw
Equity Analyst of Mining and Metals, Barclays

Hi there. Can you hear me?

Gary Nagle
CEO, Glencore

Yeah, I've got you, Ian. Hi.

Ian Rossouw
Equity Analyst of Mining and Metals, Barclays

Hi.

Gary Nagle
CEO, Glencore

Good. How are you?

Ian Rossouw
Equity Analyst of Mining and Metals, Barclays

Hi, Gary. Thanks. First question, just, does this approach for Teck make you think differently about your own portfolio? I mean, if the deal doesn't proceed, would you consider spinning off your coal and ferroalloy business? Secondly, do you expect any sort of antitrust issues on any of the commodities, I guess copper, zinc or met coal? Thank you.

Gary Nagle
CEO, Glencore

Yeah, thanks, Ian. On coal, look, we've always said that we would continue, and we have continued our engagement with shareholders after our climate vote last year. We always said if there was a strong support from our shareholders to divest, that's something we would do. To date, we have not had that strong support, but we continue to engage with our shareholders. What we're doing here, Ian, is something different. It's not just a simple vanilla divestment. This is something that's using the coal assets and a divestment of the coal assets to create value for Glencore and Teck shareholders. It's a unique opportunity to put Glencore's steam coal business with Teck's met coal business and Glencore's ferroalloys business, which creates huge value for the respective shareholders.

It allows an opportunity to put the two metals businesses together, which in turn creates significant value for the shareholders and stakeholders in that sense. That's the value creation we are attempting to achieve through this terrific proposal. On the antitrust, of course, there's more work to be done. It's early days. We have done some cursory work, and we don't believe there are any major antitrust impediments to implementing this transaction.

Ian Rossouw
Equity Analyst of Mining and Metals, Barclays

Okay. Thank you. That's all. Thanks.

Operator

Thank you. Now we're going to take our next question. Just a moment. The next question comes from the line of Liam Fitzpatrick from Deutsche Bank. Your line is open. Please ask your question.

Liam Fitzpatrick
European Head of Metals and Mining Research, Deutsche Bank

Good afternoon. Two questions from my side. Just given that the Teck board, and the major A-class shareholders are not supportive at this stage, and you need them to really get this over the line, you know, how disciplined will you be on value? Because everything that you're putting in the presentation today is about a merger, rather than an actual takeover. That's the first question. The second one, I guess coming back to Ian's question on, you know, why not pursue a split of your own business in the first instance. Have you considered that as an easier step, first of all, before, you know, attempting these types of transactions? Thank you.

Gary Nagle
CEO, Glencore

I'll answer the second one first. We don't believe that doing that as a first step Firstly, is as assured of creating the value or is as value accretive as doing that in one transaction. We believe it makes a lot of sense doing it as one. Given that Teck have gone ahead and announced their proposed demerger or spin-off of coal, it was the opportunity to do this and create that value. We don't believe that doing our transaction first and then trying to implement this, given Teck would have already done theirs, it's a much harder transaction to implement and potentially not as value accretive. On your issue about a merger and takeover versus takeover, I mean, this is clearly a merger. We've approached Teck for some time on that basis.

We continue to approach Teck on that basis. This is a win-win for all shareholders, for Teck shareholders and for Glencore shareholders. This is not a sale of Teck. This is not a takeover of Teck. This is a merger of Teck, and that's what we want to implement here.

Liam Fitzpatrick
European Head of Metals and Mining Research, Deutsche Bank

Could I just follow up briefly on the, on the regulatory question? 'Cause Teck put in their release that your proposal could take 24 months to get through all the various hoops and approvals. Do you agree with that? Could it be that complex and lengthy in terms of getting through the all the approvals that you need?

Gary Nagle
CEO, Glencore

I mean, we know approvals do take some time, but given the fact that we have done some high-level work on it, we don't believe there are any major impediments to be able to implement this. That's why we think the risk of not the antitrust risk is extremely low. The upside here is significant value creation, as well as a big premium for Teck shareholders from day one.

Liam Fitzpatrick
European Head of Metals and Mining Research, Deutsche Bank

Okay. Thank you.

Operator

Thank you. Now we're going to take our next question. Please stand by. The next question comes from the line of Alain Gabriel from Morgan Stanley. Your line is open. Please ask your question.

Alain Gabriel
Research Analyst of Metals, Mining, and Cement, Morgan Stanley

Yes. Thank you for taking my question. I have two of them, please. The first one is, Gary, given that the deal's terms have already been presented and scrutinized extensively by the Teck board and then rejected on various grounds, and reading through the letter from Teck, their stance was pretty firm and definitive to some extent. What do you hope will change from here, going forward? That's my first question.

Gary Nagle
CEO, Glencore

Alain, hi. Thanks for your question. What we propose to Teck is something that's very compelling. It's incredibly compelling, both financially and non-financially. This is a very compelling merger. Unfortunately, you know, We have engaged with Teck for some months now, but not substantively. We would through be able to, you know, we haven't gone to the press on this either. We've done this bilaterally. I have a very good relationship with Jonathan. We would propose that we sit down with Jonathan and his team and work through. You know, We've read the response that they've sent out today. We believe that perhaps some of the issues that they raised are not real issues.

The why we say that is not because they don't believe that they're real issues, but with some work, with getting around the table and working together, we can explain why we don't think they're issues and how they can be mitigated and how value can be created by putting these two, by merging these two companies together.

Alain Gabriel
Research Analyst of Metals, Mining, and Cement, Morgan Stanley

Thank you. My second question is that hypothetically, if the deal does not go ahead, do you see an opportunity to sit down with Teck and talk more about JV opportunities and synergies from company to company level without any merger of the two companies?

Gary Nagle
CEO, Glencore

Absolutely. I mean, we've already done a merger of Mesaba and PolyMet, and the teams work terrifically well together. We've been working with Teck for some time already on ideas around the QB2/Collahuasi merger. Now that we can't do alone, we need obviously to include the other shareholders, but we've already had discussions with them and work being undertaken. We certainly... One thing about our company, we care about value. If we cannot get this transaction done, I believe we're leaving massive value on the table. Of course, there's other value to be gained by working with Teck and their great management team in looking at shareholders at asset, I mean, looking at synergies at asset level.

Alain Gabriel
Research Analyst of Metals, Mining, and Cement, Morgan Stanley

Thank you.

Operator

Thank you. Now we're gonna take our next question. Please stand by. The next question comes from the line of Jason Fairclough from Bank of America. Your line is open. Please ask your question.

Jason Fairclough
Managing Director, Bank of America

Thanks for the presentation, guys. just to follow up a little bit on this. You've approached the board of Teck. They've said no. Bottom line is, unless they sort of change their mind, that's kind of it. I'm just wondering, you know, what is the plan B? Are there other companies where you see value through combination? Then I guess just secondly, in terms of the vision for marketing, you're saying split it in two. I guess I'm just wondering, what are the implications there for cost of capital, economies of scale, et cetera?

Gary Nagle
CEO, Glencore

I'll leave the second one. I think it's probably good. Steve can probably take the second one. He is on the call. I'll talk on the first one. You know, Jason, we're obviously looking at opportunities all the time in this company. As I said in the previous answer to Alain, it's always about value creation. When we look around, where do we see the best value creation? Is this, bar none. This is the best value creation for Teck shareholders, for Teck stakeholders, as well as for Glencore shareholders and stakeholders. I mean, you know, we're not gonna get into plan B, C, D, and E where we want to go for plan A, which makes the most sense for all combined shareholders.

Jason Fairclough
Managing Director, Bank of America

Okay.

Steve Kalmin
CFO, Glencore

Jason, just on.

Jason Fairclough
Managing Director, Bank of America

Steven.

Steve Kalmin
CFO, Glencore

Can you hear me, Jason?

Jason Fairclough
Managing Director, Bank of America

Yep, absolutely, Steven. Yeah.

Steve Kalmin
CFO, Glencore

Hi. On the marketing, it shouldn't be, I don't see any particular negatives either from financing or cost of capital. We would see the marketing of both alloys and coal move across into Coalco, that would seamlessly continue to doing what they're doing, allied with the additional coking coal unit specifically. That's where we do see some synergies. The majority of the synergies would apply across the MetalsCo. Of the, we would see some of the existing 500 or so is our estimate on the existing EBIT within our $2.2 billion-$3.2 billion range. That would be the marketing for coal and alloys that would move across.

$300 million of that, as we said, would be compensated or additional synergies on the marketing across both metals and coal. We would look to also as we work through these numbers, given the performance of the business over the last two or three years and the high working capital, the high interest rates, we think long term, we would be able to move to a $2 billion-$3 billion EBIT range across marketing within MetalsCo, which is a slight upgrade on our existing $2.2 billion-$3.2 billion range as well. We don't see any particular negatives, just a continuation of two strong marketing business and synergies across both companies.

Jason Fairclough
Managing Director, Bank of America

Okay. Thanks very much, both.

Operator

Thank you. Now we'll go and take our next question. Just a moment. The next question comes from line of Danielle Chigumira from Credit Suisse. Your line is open. Please ask your question.

Danielle Chigumira
Director of EMEA Metals and Mining, Credit Suisse

Great. Thank you for taking my question. First question is on the CoalCo. Could you tell us what the combined rehabilitation liabilities are on the coal portfolio, and what's the plan for funding those long term, given the comments around a 100% payout ratio? The second question is on Viterra. The plan includes Viterra and MetalsCo with a plan for divestment. How advanced currently are those plans for divestment for Viterra?

Gary Nagle
CEO, Glencore

I mean, I'll just. I missed the second question, so maybe you can repeat it in a second. Let me just answer the first question. Each company obviously has its own rehab obligations, in terms of both statutorily, what they need to do, and operationally, what needs to be done. As you would know, in coal operations, in many cases, a lot of rehab gets done as you mine, backfill with topsoil and rehab as you mine, to limit the extent of the end of life of mine rehab obligation.

Under the current EVR proposal, there's obviously a fund being set aside or cash flow being set aside to be able to sit there and fund that closure rehab when those mines close. Under our proposal, there's no need to do that. This business will be very cash generative through the cycle. It'll have its cash available from its diversified business across geography, across product, to be able to fund those ongoing rehab obligations and close obligations as they occur. Do you mind repeating the second question? I heard you say something about Viterra, but I just missed it.

Danielle Chigumira
Director of EMEA Metals and Mining, Credit Suisse

Sure. The plan is to include Viterra and MetalsCo with a plan for its divestment.

Gary Nagle
CEO, Glencore

Yes.

Danielle Chigumira
Director of EMEA Metals and Mining, Credit Suisse

How advanced are the plans for Viterra's divestment today?

Gary Nagle
CEO, Glencore

I mean, Viterra, you know, this is, we covered on our investor call, is a terrific business. We believe that there's value creation for Glencore by divesting that business and putting into its own, you know, in some shape or form, value creation by taking it out of Glencore. It sort of gets grouped together as a mining company and of course, it's not a mining company. It's an agricultural origination and marketing and distribution company, a world-class business. We will act on Viterra when the right value opportunity comes up. There's obviously opportunities come up all the time. We're certainly not going to do something just for the sake of doing something. We wanna maximize the value of Viterra for our shareholders, and that will be done when the right opportunity presents itself.

Danielle Chigumira
Director of EMEA Metals and Mining, Credit Suisse

Great. Thank you.

Operator

Thank you. Now we'll go and take our next question. The next question comes from line of Chris LaFemina from Jefferies. Your line is open. Please ask your question.

Chris LaFemina
Equity Research Analyst and Global Head of Metals and Mining Equity Research, Jefferies

Thanks, operator. Guys, thanks for taking my question. Gary, you mentioned a pretty confident view around antitrust. If we go back to when Glencore bought Xstrata.

I remember we did like the HHI scores and there was no clear anti-competitive risks around that merger. MOFCOM did extend the review period and ultimately determine that this was anti-competitive and Glencore and Xstrata had to propose remedies. I think the sale of Las Bambas was a result of that. At the time, which was a decade ago, copper probably not as strategically important to the Chinese. I think the combined market shares of Glencore and Xstrata was smaller in copper than what Glencore and Teck would be. What gives you the confidence that you can get approval from MOFCOM? Secondly, if you can't, let's assume that this deal were to go forward and MOFCOM were to object, does that mean that the deal can't happen or would you have to propose remedies or could you go ahead with it anyway?

Yeah, that's it. Thanks.

Gary Nagle
CEO, Glencore

Yeah, Chris, thanks for your question. Look, I mean, it's early days on antitrust, but we certainly weren't gonna make a proposal to merge Teck with Glencore, until we had done some work. We've done some work, the high level work that we've done gives us a lot of confidence that, MOFCOM as well as all other antitrust authorities should have no issue with approving the proposed merger of the two companies and then the de-merge of the coal company. We believe that the basis of the work we've done, and we're very happy to sit with Teck and take them through the Teck management and take them through that work, that we don't believe that there is a risk, an antitrust risk around this transaction.

Chris LaFemina
Equity Research Analyst and Global Head of Metals and Mining Equity Research, Jefferies

Great. Thank you.

Operator

Thank you. Now we're going to take our next question. Please stand by. The next question comes from the line of Andrew Keches from Barclays. Your line is open. Please ask your question.

Andrew Keches
Co-Head of US High Grade Research, Barclays

Yeah. Hi, folks. Thanks for taking the question. I heard you refer earlier to the coal company having zero net debt. I would presume that means you're leaving the bond structures of Glencore and Teck attached to the remain co, the base metals business. First question, I guess, A, can you confirm that? Then the follow-up to that, B, would be, what does that imply for your gearing and your leverage post-transaction? Would there be a plan to take leverage back down below? I mean, I recognize your commitments are on a net debt basis, including 100% RMIs, and you may still be below that, but you are gonna lose EBITDA as a result of this transaction. Just help us think through that.

Steve Kalmin
CFO, Glencore

Yeah. Thanks, Andrew. It's Steven. Yeah, you're correct on the assumption that all the debt would remain within the MetalsCo, as sort of shares are issued and spinoff of CoalCo would be done on a debt-free basis, exactly in accordance with that. We would look on a pro forma basis, exactly as you said, within the MetalsCo. It will have lost some of its coal cash flows clearly as well, but it's gaining enormous additional value and contribution through the copper, zinc and metals assets.

We've run some numbers. In comparison to Glencore's existing, we would still have a financial strategy to both achieve, maintain and optimize around a strong BB B/ Baa1 rating, which is consistent with where Glencore is at the moment. We've looked at various metrics and scenarios and that $10 billion optimal level or cap of ours, we would look to reset that around the $8 billion level. We would take that down. Relative to the pro forma metals business, that was a net debt EBITDA of about 0.5x on a pro forma 2022 basis. There is growth in volume.

There is improvements in that overall portfolio, and we think set around the eight level, $8 billion level would be consistent with maintaining our strong financial profile and targets of our current BB B +/ Baa1 level, which is where we are. Both companies are effectively net debt at the moment. Through any particular transition period, on a like for like basis, there'd be an allocation towards the balance sheet in MetalsCo of around $2 billion from that $10 billion to $8 billion and then reset at that level, which we believe is consistent with Glencore's financial policy and ratings targets as they stand at the moment.

Andrew Keches
Co-Head of US High Grade Research, Barclays

Very helpful. Thanks.

Operator

Thank you. Now we're going to take our next question. Please stand by. The next question comes from the line of Tyler Broda from RBC. Your line is open. Please ask your question.

Tyler Broda
Global Co-Head of Metals and Mining Research, RBC

Great. Thanks. Thanks very much for the call, guys. Two questions from me. One of them is around the JV structures. I guess on Antamina, you'd get majority control at this point, is there any provisions around that or any constraints around that? On Collahuasi, how would you expect to share the benefits with Anglo American? The second question would be the Elk Valley spinout vote is expected on April 26th. Is it still possible to do the deal after that? Thanks very much.

Gary Nagle
CEO, Glencore

Tyler, thanks. Hi. We don't see any issues around the Antamina control issue. Putting the shares together, we don't see any issues around that. It should be no problem under the existing shareholders agreements. In terms of the sharing of the synergies with our other. Remember, it's not only Anglo who are shareholders in Collahuasi, and it's not only Teck who owns QB2. There's other shareholders on both sides. We need to be cognizant of all stakeholders in this discussion, and it should be an equitable and fair sharing of synergies between all stakeholders bringing value to the table. Sorry, Tyler, what was your last question on Elk Valley Coal?

Tyler Broda
Global Co-Head of Metals and Mining Research, RBC

Well, just the vote for the spin-out's coming up on, I think it's April 29th or something. I guess after that vote's gone through, is it still possible to do this transaction from your side?

Gary Nagle
CEO, Glencore

Well, it depends if that vote goes through.

Tyler Broda
Global Co-Head of Metals and Mining Research, RBC

Fair enough. Thanks very much.

Operator

Thank you. Now we'll go and take our next question. Just give us a moment. The next question comes from the line of Myles Allsop from UBS. Your line is open, please ask your question.

Myles Allsop
Mining Research Analyst, UBS

Great. Thank you. Yeah, just a few quick questions. With the structure of the CoalCo and the base metal company, why did you decide to retain oil marketing with the metals business? Secondly, just with the marketing synergies of $300 million, how does that split broadly between the coal business and the metals business? Then, with, you know, if we see, you know, the Teck deal being approved, is that the end game? Is that the end of the journey with proposing this? Would you ever consider adding a cash sweetener to try to make this deal happen? Thank you.

Gary Nagle
CEO, Glencore

Myles, hi. Why we've included the energy marketing business with the metals company is for a few reasons. Number one is the energy marketing business relies heavily on banking lines, and those banking lines exist, there's significant banking lines in the metals business. As we said, we'll run CoalCo with zero net debt and very few banking lines. From a bankability perspective, it makes more sense in the metals company. Number one. Number two, the energy business is it's a diversified energy business. Oil and products are not the majority of that business in terms of profitability, particularly in 2022. It also markets significant amounts of transition energy products.

LNG, as the world recognizes, a key energy source as part of the transition to a decarbonized future, LNG is taking a bigger portion of it, of that energy marketing business. It also includes biofuels marketing. It also includes power. It also includes carbon. These are key parts of the energy transition. As those parts of the business grow and the traditional older school type oil marketing shrinks, it becomes more and more relevant in an energy transition vehicle.

Myles Allsop
Mining Research Analyst, UBS

Okay.

Gary Nagle
CEO, Glencore

The question on if Teck approved this, is it the end of the journey? I think that was your second or your third question. Of course. I mean, the shareholders need to decide if, you know, assuming that Teck go ahead with their vote on the April 26th, the shareholders need to decide. If it goes ahead, well, that is the end of this proposal. This proposal can't be implemented afterwards. It needs to be implemented now. We believe it's a substantially better proposal than the current one being put to shareholders.

Myles Allsop
Mining Research Analyst, UBS

Adding a cash sweetener, is that an option as you see it, or is this gonna stay as a equity transaction?

Gary Nagle
CEO, Glencore

Myles, what we propose to Teck is something that's incredibly compelling and something that is a merger. When you start adding cash, then it becomes a takeover and all those sorts of things. We've purposefully put together something that is a true merger here, where Teck shareholders get to participate in all the value creation that we outlined in our slides.

Myles Allsop
Mining Research Analyst, UBS

Great . Thank you.

Operator

Thank you. Now we're going to take our next question. The question comes from the line of Bob Brackett from Bernstein. Your line is open. Please ask your question.

Bob Brackett
Senior Analyst of Global Metals & Mining and Americas Energy Transition, Bernstein

Thank you. I suppose that's Bob Brackett at Bernstein. In terms of next steps, I suppose there's clearly the April 26th vote. There's also a bit of this education campaign that you're doing today, and I assume will continue for Teck shareholders. There's a third possibility where you'll respond to the letter, the rejection letter from Teck, sort of factor by factor. Are those logical next steps? Within that, one of the concerns Teck had was the energy marketing business. I understand you just said it makes more sense for the energy marketing business to stay in the MetalsCo. If that's a deal breaker or maker, could you put energy marketing by itself, or put it into CoalCo?

Gary Nagle
CEO, Glencore

Bob, hi. Thanks for your question. In terms of next steps, I mean, we didn't expect to be on this call this afternoon with you, but it's always good to talk to you, of course. The next steps are being worked on. I mean, we would like to engage with Teck management further. We did receive their letter. Jonathan was great. He called me before the letter came. All very in good spirit and the strong relationship that we're building between us. You know, the next steps will be determined as we go going forward.

Of course, should Jonathan want to engage further and understand more about the energy business, and I've outlined why I believe the energy business makes abundant sense in the metals company, we're very happy to work with Jonathan and his team to show them the value that energy would create for metals company within these, within the construct that we proposed.

Bob Brackett
Senior Analyst of Global Metals & Mining and Americas Energy Transition, Bernstein

Very clear.

Operator

Thank you. There are no further questions at this time. I would like now to hand the conference over to our speaker, Gary Nagle, for any closing remarks.

Gary Nagle
CEO, Glencore

First, just to thank everybody again. I know very short notice, and for some people, very strange times of the day. Thank you all very much for joining us. We really appreciate it. What we've put out here is as we've said a number of times, a very compelling merger. This is a merger between two great mining companies, and it's compelling in both a financial sense and with regard to non-financial metrics, where we unlock true value for all stakeholders. With that, I'd like to thank everybody for joining.

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