NC0005177_Owner Name Change_20180601

SENT VIA CERTIFIED MAIL
June 1, 2018 ��CE1\'E®�®���®��
JUN ®7 20r18
City of Bessemer City
132 West Virginia Avenue Water ing Section
City Permitting
North Carolina, 28016
RE: Transfer of Ownership for FMC Corporation, Lithium Division
Located at 1115 Bessemer,City-Kings Mountain Highway
NPDES Permit
Permit Number NC0005177
Dear Mr. To whom it may concern:
The purpose of this letter is to notify you that ownership of the above entity will be
transferred to a new legal entity called FMC Lithium USA Corporation. The transaction
is expected to occur on or about September 1, 2018.
The mode of operation, personnel, contact people, and address of the facility is
expected to remain unchanged. In addition, all data, information and certifications
submitted as part of the application remains unchanged.
Please contact me if you have any questions or comments with regard to this
transaction.
Very truly yours,
64
Lilt:,
Rodney Willis
Environmental Engineer
FMC Lithium USA Corporation

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ROY COOPER
Coternoi
4 MICHAEL S. REGAN
^ w» Secrelaiv
LINDA CULPEPPER
Water Resources Into lin Do c dor
ENVIRONMENTAL QUALITY
PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION:
Permit Number: NCOO 0 /5 /1 /7 / 7 or NCG5 / / / /
1. Facility Name: FMC Corporation, FMC Lithium Division
II. NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of:
X a. Change in ownership of property/company
b. Name change only
c. Other(please explain):
2. New owner's name (name to be put on permit):
FMC Lithium USA Corporation
3. New owner's or signing official's name and title: Michael Paul McGowan
(Person legally responsible for permit)
Plant Manager
(Title)
4. Mailing address: 1115 Bessemer City-Kings Mountain Hwy City: Bessemer City
State:NC Zip Code: 28016 Phone: (704) 868-7610
E-mail address: paul.mcgowan(a fmc.com
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application form
2. Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
[see reverse side of this page for signature requirements]
State of North Carolina I Environmental Quality i Water Resources
1617 Mail Service Center I Raleigh,NC 27699-1617
919 807 6300 919-807-6389 FAX
https://deq.nc.gov/about/divisions/water-resources/water-resources-permits/wastewater-branch/npdes-wastewater-permits

NPDES Name&Ownership Change
Page 2 of 2
Applicant's Certification:
I, Michael Paul McGowan , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I
understand that if all required parts of this application are not completed and that if all required
supporting information and attachments are not included, this application package will be
returned as incomplete.
INL
Signature: /4/aDate: 01 JoNiti. 1.919
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ/ DWR/ NPDES
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Version 11/2017

Delaware
Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF "LION LITHIUM
CORP. ", FILED IN THIS OFFICE ON THE TWENTY—FIRST DAY OF
FEBRUARY, A.D. 2018, AT 2:41 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
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6764552 8100 ' o . �as� Authentication:202193025
SR#20181197497 �` n Date:02-22-18
You may verify this certificate online at corp.delaware.gov/authver.shtml

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State of Delam are
Secretary of State
Division of Corporations
Delivered 02:41 PM 02/21/2018
FILED 02:41 PM 02/21/2018
SR 20181197497 File Number 6764552 CERTIFICATE OF INCORPORATION
OF
LION LITHIUM CORP.
FIRST: The name of the corporation is Lion Lithium Corp.(the
"Corporation").
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington,County of
New Castle,Delaware 19801. The name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000, and the par value of each such share is
$0.01,amounting in the aggregate to$10.00.
FIFTH: The name and mailing address of the incorporator are:
Name Mailing Address
Kelsey D. Stevens Davis Polk&'WardweIl
450 Lexington Avenue
New York,New York 10017
SIXTH: The Board of Directors shall have the power to adopt,amend or
repeal the bylaws of the Corporation.
SEVENTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.
EIGHTH: The Corporation expressly elects not to be governed by Section
203 of Delaware Law.
NINTH: (1)A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director to the fullest,extent permitted by Delaware Law.
#90611447v2

(2)(a) Each person (and the heirs,executors or administrators of such
person)who was or is a party or is threatened to be made a party to,or is involved
in any threatened,pending or completed action, suit or proceeding,whether civil,
criminal, administrative or investigative,by reason of the fact that such person is
or was a director or officer of the Corporation or is or was serving at the request
of the Corporation as a director or officer of another corporation,partnership,
joint venture,trust or other enterprise, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by Delaware Law. The right to
indemnification conferred in this ARTICLE NINTH shall also include the right to
be paid by the Corporation the expenses incurred in connection with any such
proceeding in advance of its final disposition to the fullest extent authorized by
Delaware Law. The right to indemnification conferred in this ARTICLE NINTH
shall be a contract right.
(b) The Corporation may,by action of its Board of Directors,provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,employee or
agent of the Corporation,or is or was serving at the request of the Corporation as
a director,officer,employee or agent of another corporation,partnership,joint
venture,trust or other enterprise against any expense,liability or loss incurred by
such person in any such capacity or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under Delaware Law.
(4) The rights and authority conferred in this ARTICLE NINTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
(5) Neither the amendment nor repeal of this ARTICLE NINTH,nor
the adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation,nor,to the fullest extent permitted by Delaware Law,any
modification of law,shall adversely affect any right or protection of any person
granted pursuant hereto existing at,or arising out of or related to any event,act or
omission that occurred prior to,the time of such amendment,repeal,adoption or
modification(regardless of when any proceeding(or part thereof)relating to such
event, act or omission arises or is first threatened,commenced or completed).
TENTH: The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by Delaware Law and all rights and
powers conferred herein on stockholders, directors and officers, if any,are subject
to this reserved power.
2
#90611447v2

IN WITNESS WHEREOF,the undersigned has executed this Certificate
of Incorporation this 21St day of February,2018.
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Ke sey '. ►tevens
Incorporator
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#90611447v2

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Delaware
Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "LION LITHIUM CORP. ",
CHANGING ITS NAME FROM "LION LITHIUM CORP. " TO "FMC LITHIUM USA
CORP. ", FILED IN THIS OFFICE ON THE TWENTY—SEVENTH DAY OF
FEBRUARY, A.D. 2018, AT 2:15 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
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2 8100 , � Authentication:202225624
SR#20
SR#20181446587 "' Date:02-27-18
You may verify this certificate online at corp.delaware.gov/authver.shtml

e•.
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:15 PM 02/2712018
FILED 02:15 PSI 02/27/2018
SR 20181446587 - File Number 6764552
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF ANY PART OF THE CAPITAL
OF
LION LITHIUM CORP.
Pursuant to the provisions of§ 241 of the
General Corporation Law of the State of Delaware
* * *
1. The name of the corporation is Lion Lithium Corp. (the
"Corporation").
2. The Corporation has not received any payment for any of its stock.
3. Article FIRST of the Corporation's Certificate of Incorporation is
hereby amended to read in its entirety as set forth below:
FIRST: The name of the corporation is FMC Lithium USA
Corp. (the"Corporation").
4. The foregoing amendment was duly adopted in accordance with
Section 241 of the General Corporation Law of the State of Delaware by the sole
incorporator, no directors having been named in the Certificate of Incorporation
and no directors having been elected.
IN WITNESS WHEREOF,the sole incorporator has executed this
Certificate of Amendment this 27th day of February,2016.
At/
I'llsey D tevens
Incorporator
#90634048v2