Hello. My name is Megan O’Connor, and I’m the CEO and co-founder of Nth Cycle.

Before I begin my remarks, please be aware that this presentation contains forward-looking statements that reflect our current views about our business, financial performance, and future events, and as such, involve certain risks and uncertainties. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them.

We make no representation or warranty, expressed or implied, as to the accuracy, completeness or reliability of the information contained in this presentation.

We are not under any obligation, and expressly disclaim any duty, to update any statement made in this presentation, whether as a result of new information, new developments or otherwise, except to the extent required by law.

This presentation does not contain all the information that should be considered with respect to the proposed business combination or any accompanying financing transaction.

You should consult your own counsel, tax and financial advisors as to legal and related matters concerning the matters described herein.

I am delighted to share this presentation regarding our proposed business combination with Kensington Capital Acquisition Corp. Six

Nth Cycle is pioneering one of the fastest, cleanest, and most capital-efficient modular refining platforms for critical minerals.

Kensington is a special purpose acquisition company with more than $230 million dollars in cash held in trust and brings a management team and board of directors with value-added industrial experience and business relationships.

We are actively building a $100 million dollar PIPE, for which we already have $40 million dollars committed as of this presentation.

We expect to have a $585 million dollar pro forma enterprise value, with approximately $310 million dollars in pro forma cash to fund the building of modular facilities and executing the rare earth and battery materials projects we’ve already contracted for or have term sheets in hand.

Let’s take a deeper dive into Nth Cycle’s team, technology, and opportunities.

Founded in 2017, Nth Cycle is a pure play critical mineral refining company filling one of the largest gaps in the critical mineral supply chain.

We work with both mining companies and recycling companies to turn both those resources into usable materials for new product manufacturing.

With demand driven by some of the world’s most strategic industries, our OYSTER system refines rare earths, copper, and battery materials. These are three of the fastest growing metal markets today.

The OYSTER is built on our proprietary electroextraction platform and has been successfully deployed at our Commercial Demonstration Facility in Fairfield Ohio – which has achieved significant milestones.

It was one of the first refineries to produce high purity nickel MHP from scrap in the United States. It was also built and permitted in less than 18 months and has over 3,400 production hours. It demonstrated over 99% recovery in our core technology and product purities in excess of 98% across multiple product campaigns.

Our commercial momentum continued this year as we signed a 10-year take or pay term sheet with global commodities leader Trafigura, with an estimated projected value of just over $1 billion dollars.

On top of that we signed two joint development agreement term sheets with leading rare earth players.

On the government side, we’ve established relationships with the Departments of War, Energy, and Commerce. And as the federal government continues to prioritize critical mineral refining, we have a pipeline of over $500 million dollars in funding we’ve applied for.

We’re well aligned with government policy and private sector demand - and are positioned to help lead the next industrial era.

Much like how petroleum defined economic and geopolitical power in the twentieth century, critical minerals are one of the defining resources of the twenty-first. They are in every data center, every semiconductor fab, every defense system, and every transmission line.

But just like crude oil, they’re unusable without refining, and this is a concept that the market has been slow to grasp. Crude oil in the ground has no commercial value until it is refined; and critical minerals work exactly the same way. Ore and end-of-life scrap are essentially worthless until they are purified into usable products.

The West has the ore and the recyclable scrap. What the West does not have is the refining capacity to convert either one into something usable.

China dominates this crucial step and is estimated to have control of over 85% of global critical mineral refining capacity, which is a tighter grip than OPEC ever had oil.

Recycling and mining may have garnered investment attention, but it’s that bottleneck that’s established refining capacity as the missing link to onshoring one of the most consequential supply chains of our time.

As both an economic and national security threat to the United States, the U.S. government is responding with both policy and funding support.

So if refining is such an urgent problem, why haven’t we solved it yet? And why isn’t there an already established capability?

We believe the answer is quite simple – the refining technology and model that works so well overseas is difficult to translate in the West.

It’s very capital intensive to build, it can take several years to permit, and the systems are large and inflexible.

If we step back and look at how these minerals have been refined for decades, you’ll see massive, centralized facilities which are built next to large, long life mining assets to process the same raw materials indefinitely. This is an incredibly inflexible system.

When we look at cost, building the same size facility in the West is usually far more expensive; and to be profitable, it would have to run at almost full capacity.

And while our mineral-rich resources are abundant here in the West, they are diverse and come from both mined and recycled materials.

But there’s no centralized, magical pile of end-of-life scrap waiting to be refined. Here, there are many smaller, regional sources of these valuable materials and they need smaller, regional refining capabilities to match, and not a centralized refining hub thousands of miles away.

We also need that capability now. But because traditional refining technology is a waste-intensive process and the West has strict permitting requirements, this can cause significant delays in building out just one facility.

So it’s no surprise – what works there, won’t work here.

Nth Cycle has developed a modular refining platform to systematically solve each of these barriers and unlock critical mineral supply chains in the West.

Our OYSTER system is being designed to reduce overall capital intensity by up to 70%, while building at 5 to 10 times smaller scale.

It can be deployed in as little as 24 months – including permitting – because we can install it in existing industrial buildings. And we estimate that it will reduce overall waste by up to 75%.

We believe this is a historical advancement for the West–a way to build flexible refining capacity for both mined and recycled feedstocks…with a capacity to refine as little as 6,000 tonnes per year…while maintaining cost competitiveness.

Critical mineral refining is difficult to build domestically when it’s expensive, hard to permit, large, and inflexible.

But it can be done when it’s cheaper, faster, cleaner, and modular.

Our refining system works similarly to those in use today, which is by using chemicals. But there’s a huge difference in how we create those chemicals.

In traditional refining, chemicals are produced using fossil energy, which has to be trucked to the site, and dumped into a large batch tank to recover metals. As you can imagine, this generates a lot of waste.

Nth Cycle’s electroextraction platform produces those same chemicals using electricity. So we produce only what we need, when and where we need it.

That’s true modularity, and it enables all of the OYSTER’s advantages.

It’s also been demonstrated at scale.

You can see a picture of our Ohio facility on the left side of the slide, and bags of our nickel product on the right.

This installation operated at commercial scale with battery materials over multiple campaigns with several strategic players in industry.

This facility is a testament that our electroextraction platform works. Our next frontier is the broader deployment of our OYSTER system.

And our platform gives us flexibility well beyond nickel.

Nth Cycle is one of the few in the industry with a technology designed for different metals. Simply put, we capture value that others can’t.

We’re currently focused on rare earths, copper, and battery materials. We also have other metals like precious and platinum group metals on the horizon, with patent protection for all.

Based on rising demand for these minerals in strategic markets like AI, defense, and electrification, we believe the market opportunity will be over a trillion dollars by 2040.

And most important, is that all end markets that rely on critical minerals will face the same chokepoint – every tonne has to be refined, and the refining capacity to do it in the West does not yet exist.

Our serviceable opportunity is a function of how much capacity we can deploy, and not of how large the metal markets may get. That is a much more bounded and much more controllable question. And we are ready to address that need.

Our platform gives us flexibility across business models, which allows us to balance value capture and time to revenue. And importantly, they de-risk each other.

In our rare earths and copper vertical, we plan to license our technology package to both mining and recycling companies.

We don’t view ourselves as competitive with anyone in this rare earth space – we are complementary, helping to reduce opex and chemical supply chain risk for those players.

On the battery materials side, we’ll build, own, and operate full refining facilities under two models: tolling, where we’d build a dedicated facility for a partner who owns both the feedstock and wants the metal product. Think of that as refining as a service. The other model is what we call independent refining where we’ll build a facility with different feedstock and off-take partners.

Demand for our platform is growing, including multiple JDA term sheets in the rare earths space, as well as the $1.1 billion dollar Trafigura off-take term sheet I mentioned earlier.

While domestic refining has been stalled for decades, we’ve made this technical and commercial progress over just nine years.

While Nth Cycle was founded in 2017, the technology and IP were under development for years prior to that.

Since then, our achievements speak for themselves.

And our expansion is accelerating.

We’re targeting to deploy our rare earth platform in projects as early as 2027, with our anchor facilities for battery materials expected to go online as early as 2029.

And in the coming months, we expect to hear back from the Department of Energy, Department of War, Department of Commerce, and the Export-Import Bank on our funding applications.

While these opportunities are incredibly exciting, none of these are required for us to close our transaction with Kensington.

This is all possible because of our team. And you won’t find many like ours.

I think they’re the best in the industry, with both the technical depth and operational excellence to execute our ambitious plans.

I would like to take a moment to quickly walk through the capital structure. This all assumes a $100 million dollar PIPE, of which we currently have $40 million dollars committed.

On a pro forma basis.

we have approximately $830 million dollars of total sources: just north of $500 million dollars of Nth Cycle equity rolling over.

$230 million dollars from the Kensington trust.

And $100 million dollars from the PIPE.

After estimated transaction expenses, this would leave $308 million dollars of cash on the balance sheet which will go directly into building the modular facilities and executing the rare earth and battery materials projects we’ve already contracted or have term sheets for.

At close, Nth Cycle shareholders will own roughly 57% of the company, while public shareholders will own about 26%, the PIPE will have 11%, and the sponsor will have the balance, with a significant portion of the sponsor promote still subject to stock performance-based conditions.

Several critical materials companies have recently gone public.

And we enter that peer set with tremendous momentum – a binding Trafigura offtake term sheet, over 3,400 operating hours at our Ohio facility, and a capital-light, multi-metal platform — at a deliberately conservative enterprise value.

Our sponsor, Kensington, brings a management team and board with deep operating experience across automotive, industrial, and supply-chain businesses. This is exactly the capability we need as we scale, and we appreciate their support.

As you heard here today, Nth Cycle is all in – we’re building the West’s refining capacity so critical mineral supply chains come home, once and for all.

Thank you for joining me to learn more about Nth Cycle.