1.         Organization and Operations

Aqua Metals, Inc. (the “Company”) was incorporated in Delaware and commenced operations on June 20, 2014 (inception). On January 27, 2015, the Company formed two wholly-owned subsidiaries, Aqua Metals Reno, Inc. (“AMR”), and Aqua Metals Operations, Inc. (collectively, the “Subsidiaries”), both incorporated in Delaware. The Company is reinventing lead recycling with its patent-pending AquaRefining^TM technology. Unlike smelting, AquaRefining is a room temperature, water-based process that is fundamentally non-polluting. These modular systems allow the lead-acid battery industry to simultaneously improve environmental impact and scale production to meet rapidly growing demand. The Company intends to manufacture the equipment it has developed, and will also operate lead acid battery recycling facilities. Construction of the first recycling facility is substantially complete in McCarran, Nevada, with equipment within the facility being commissioned on an on-going basis.

Liquidity and Management Plans

As of December 31, 2016, the Company has completed the development of our initial LAB recycling facility at the Tahoe Reno Industrial Center, (“TRIC”) and commenced the commercial scale production of recycled lead during January 2017. We expect TRIC to achieve a production rate of 120 metric tons of recycled lead per day in the first half of 2017.

The Company has not generated revenues since its inception and had net losses of $13.6 million and $12.3 million for the years ended December 31, 2016 and December 31, 2015, respectively. As of December 31, 2016, the Company’s cash balance was $25.5 million. After giving effect to the receipt of an additional $10.5 million of net proceeds from the sale of our common shares to Johnson Controls, Inc., as more fully descripted in Note 16 - Subsequent Events, the Company believes that its working capital will be sufficient to fund the Company’s operations into positive cash flow from the first recycling plant in McCarran, NV.