DAQ-2024-007424

Small Source Registration

DAQE-EN161980001-24

{{$d1 }}

Steve Morrey
Waterleaf Resources LLC
9350 South 150 East, Suite 710
Sandy, UT 84093
[e-mail]

Dear Mr. Morrey:

Re: Request for Evaluation of Compliance with Rule R307-401-9, UAC: Small Source Exemption
Project Fee Code: N161980001

On February 19, 2024, the Division of Air Quality (DAQ) received your request for a small source
exemption for the Waterleaf Resources LLC-Great Salt Lake Lithium Waterleaf Pilot Project. The source
is located approximately 2.6 miles northwest of Rozel Point in the North Arm of the Great Salt Lake at
UTM (Universal Transverse Mercator) coordinates of 358,630 meters easting and 4,591,391 meters
northing (Datum NAD 83, Zone 12) in Box Elder County. According to your application, emissions are
emitted from the primary and backup generators, the reagent transfer process, and the generation of
chlorine and arsine gas. DAQ has determined the small source exemption applies to the source, as long as
the equipment and associated processes operate as specified in the registration request.

The small source exemption does not exempt a source from complying with other applicable federal,
state, and local regulations and the current Utah Administrative Code. Based on the emissions that you
submitted to DAQ with your registration request, Waterleaf Resources LLC is not required to obtain an
approval order under R307-401 for the Great Salt Lake Lithium Waterleaf Pilot Project. If you change
your operation such that there is an increase in emissions, we recommend that you notify us, as an
approval order may be required.

As authorized by the Utah Legislature, the fee for issuing this small source exemption is a one-time filing
fee in addition to the actual time spent by the review engineer and all other staff on the project. Payment
should be sent to DAQ upon receipt of the invoice.

195 North 1950 West • Salt Lake City, UT
Mailing Address: P.O. Box 144820 • Salt Lake City, UT 84114-4820
Telephone [phone] • Fax [phone] • T.D.D. [phone]
www.deq.utah.gov
Printed on 100% recycled paper
State of Utah

SPENCER J. COX
Governor

DEIDRE HENDERSON
Lieutenant Governor

Department of
Environmental Quality

Kimberly D. Shelley
Executive Director

DIVISION OF AIR QUALITY
Bryce C. Bird
Director

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DAQE-EN161980001-24
Page 2
Thank you for registering your source with the DAQ. If you have any additional questions, please contact
Katie Andersen at [phone] or [e-mail].
Sincerely,

Bryce C. Bird
Director

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Alan D. Humpherys, Manager
New Source Review Section

BCB:ADH:KA:jg

{{#d1=date1_es_:signer1:date:format(date, "mmmm d, yyyy")}}
{{#s=Sig_es_:signer1:signature}}

3/1/24, 2:18 PM State of Utah Mail - Small Source Exemption Emission Calculations
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-a:r4143274462719520011&simpl=msg-a:r-55174631161832…1/6
Katie Andersen <[e-mail]>
Small Source Exemption Emission Calculations
6 messages
Katie Andersen <[e-mail]>Thu, Feb 22, 2024 at 4:37 PM
To: [e-mail]
Cc: [e-mail]
Tom,
It was very helpful to chat with you!
Good news, we don't need to worry about calculating emissions from the road because the road will be used by
passenger vehicles, and not hauler trucks! You also do not need to calculate emissions for disturbed ground.
After we finished the call, I thought of a few new questions that I wanted to ask.
What is the ultimate product that you will be getting? Is it a super concentrated brine with the lithium in it, or are you
converting the lithium to a powder? If it is in a powder form, there may be particulate matter that needs to be accounted
for in the estimation.
On the site plan, you showed chemical facilities where you would store the reagent. What is the form of the reagent? Is
the reagent in a liquid form or powder form? If it is in a powder form, how is it being stored? Again, the powder form may
have some particulate matter to account for.
You mentioned air scrubbers after the vents on the conex containers. What is the purpose of the scrubber?
If any of these are answered in the document you said you'd send me, let me know and I will read through the document
as soon as I get it.
Cheers,
Katie Andersen
--

Katie Andersen
Engineering Technician I | Minor NSR Section
M: [phone]
airquality.utah.gov
Tom Bence <[e-mail]>Fri, Feb 23, 2024 at 5:51 PM
To: Katie Andersen <[e-mail]>
Cc: Anthony DiNicola <[e-mail]>
Hi Katie –
3/1/24, 2:18 PM State of Utah Mail - Small Source Exemption Emission Calculations
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-a:r4143274462719520011&simpl=msg-a:r-55174631161832…2/6

Great news on the road front. Additionally, I have attached our updated emissions calculations split into two separate
calculations – one for the primary diesel generator and one for the back-up diesel generator. As mentioned in the initial
application, these will be like in kind.

I will follow-up with additional documentation reviewed during yesterday’s call as provided to Box Elder County – I have
attached our approval letter we received on our Temporary Use Application.

Here are the responses to your questions, let us know if you need additional information:

What is the ultimate product that you will be getting? Is it a super concentrated brine with the lithium in it, or are you
converting the lithium to a powder? If it is in a powder form, there may be particulate matter that needs to be accounted
for in the estimation.
The product will be a liquid form of lithium concentrate. We will not be converng the lithium into non-
liquid form at the project site.
On the site plan, you showed chemical facilities where you would store the reagent. What is the form of the reagent? Is
the reagent in a liquid form or powder form? If it is in a powder form, how is it being stored? Again, the powder form may
have some particulate matter to account for.
Most of the reagents are liquid; however, we are using a dry reagent and a precoat media (cellulose or
similar) which will be in powder form. The dry products will be stored indoors in several 50 lbs. bags and
transfer from the bags into the process will occur in a controlled manner.
You mentioned air scrubbers after the vents on the conex containers. What is the purpose of the scrubber?
Like any water treatment system, our ion exchange system uses acid. A small amount of sodium
hypochlorite is used in our process, GSL brine also has trace amounts of arsenic in the GSL brine. To migate
the risk of chlorine or arsine gas, the process (conex) containers are vented to a scrubber before being
emied.

Have a great weekend and thank you for your help.

Best regards,
Tom

From: Katie Andersen <[e-mail]>
Sent: Thursday, February 22, 2024 3:37 PM
To: Tom Bence <[e-mail]>
Cc: Anthony DiNicola <[e-mail]>
Subject: Small Source Exemption Emission Calculations

Tom,
3/1/24, 2:18 PM State of Utah Mail - Small Source Exemption Emission Calculations
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-a:r4143274462719520011&simpl=msg-a:r-55174631161832…3/6
You don't often get email from [e-mail]. Learn why this is important

It was very helpful to chat with you!

Good news, we don't need to worry about calculating emissions from the road because the road will be used by
passenger vehicles, and not hauler trucks! You also do not need to calculate emissions for disturbed ground.

After we finished the call, I thought of a few new questions that I wanted to ask.

What is the ultimate product that you will be getting? Is it a super concentrated brine with the lithium in it, or are you
converting the lithium to a powder? If it is in a powder form, there may be particulate matter that needs to be accounted
for in the estimation.

On the site plan, you showed chemical facilities where you would store the reagent. What is the form of the reagent? Is
the reagent in a liquid form or powder form? If it is in a powder form, how is it being stored? Again, the powder form may
have some particulate matter to account for.

You mentioned air scrubbers after the vents on the conex containers. What is the purpose of the scrubber?

If any of these are answered in the document you said you'd send me, let me know and I will read through the document
as soon as I get it.

Cheers,
Katie Andersen

--

Katie Andersen
Engineering Technician I | Minor NSR Section
3/1/24, 2:18 PM State of Utah Mail - Small Source Exemption Emission Calculations
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-a:r4143274462719520011&simpl=msg-a:r-55174631161832…4/6
M: [phone]
airquality.utah.gov

CONFIDENTIALITY NOTICE: The contents of this email message and any attachments are intended solely for the
addressee(s) and may contain confidential and/or privileged information and may be legally protected from disclosure. If
you are not the intended recipient, please advise the sender immediately by reply e-mail and delete this message and any
attachments without retaining a copy.
3 attachments
Emissions Calculator - DAQ-2018-016589 - Primary.xlsx
83K
Temp use Approval letter 2.16.24.pdf
526K
Emissions Calculator - DAQ-2018-016589 - Back-up.xlsx
83K
Tom Bence <[e-mail]>Fri, Feb 23, 2024 at 5:58 PM
To: Katie Andersen <[e-mail]>
Cc: Anthony DiNicola <[e-mail]>
Providing Project Summary provided to Box Elder County with updated figures, set separately due to file size.

Thanks,
Tom
[Quoted text hidden]
[Quoted text hidden]
Great Salt Lake Lithium - Waterleaf - Pilot Project Summary.pdf
3071K
Katie Andersen <[e-mail]>Tue, Feb 27, 2024 at 8:57 AM
To: Tom Bence <[e-mail]>
Cc: Anthony DiNicola <[e-mail]>
Tom,
Thank you for the quick response.
I spoke with Tony on the phone about this and wanted to keep you in the loop. Because there is a small portion of the
reagents that is powder, you will need to account for emissions that occur when you transfer the powder to the process.
This would be a very small number that accounts for loss to the air. It would most likely not have a huge effect on the
overall emissions.
What may have an impact on the emissions estimates are the chlorine and arsine gas. Arsenic compounds (including
arsine) are classified as a Hazardous Air Pollutant (HAP). Under the Small Source Exemption rule (R307-401-9), any
source that wants to apply for a Small Source Exemption cannot emit more than 500 lbs per year of any hazardous air
pollutant, or 2000 lbs per year of any combination of hazardous air pollutants. The arsine gas falls into that group. The last
rule of the Small Source Exemption states that a source cannot emit more than 500 lbs per year of any other air
pollutants. The chlorine gas falls into that category.
3/1/24, 2:18 PM State of Utah Mail - Small Source Exemption Emission Calculations
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-a:r4143274462719520011&simpl=msg-a:r-55174631161832…5/6
Because this is a pilot project, and the tanks are vented with a scrubber, I don't expect the emissions from the arsine or
chlorine gas to prevent you from getting a Small Source Exemption. But we do need to account for the emissions of the
arsine and chlorine gas in the application.
Please provide calculations as to the emissions of the chlorine and arsine gas. This calculation may take into account the
scrubber.
Once I have these calculations, I believe I will have everything I need to complete the application.
Tony asked about next steps for when this pilot project becomes a commercial process. Here is the link to the DAQ
website with information about the New Source Review Permitting Resources. With any permit, you will need to file a
Notice of Intent (NOI). If you'd like to set a meeting with someone from the Permitting section, you can schedule a Pre-
NOI meeting for more information about the process and what permits you will likely need.
Please let me know if you have any other questions!
Cheers,
Katie
[Quoted text hidden]
--

[Quoted text hidden]
Tom Bence <[e-mail]>Thu, Feb 29, 2024 at 6:15 PM
To: Katie Andersen <[e-mail]>
Cc: Anthony DiNicola <[e-mail]>, Colin Kolbus <[e-mail]>
Hi Katie –

Are you available tomorrow (Friday, 3/1) between 12:30-3:30pm for a quick call on the emissions of chlorine and arsine
gas?

We have completed our emissions calculations but would like to discuss them with you before formally sending them over
to ensure we are providing the right level of detail. We are estimating annual emissions of <1 lb/year, so we are confident
we will safely fall within the bounds of the Small Source Exemption.

For the transfer of powder (either cellulose or diatomaceous earth) we will wet the powder in the confines of an enclosed
shed prior to transfer to the process. Due to this we do not anticipate any notable emission to atmosphere but would like
to discuss with you on the best way to document this.

Looking forward to discussing and thank you for your time.

Kind regards,
[Quoted text hidden]
3/1/24, 2:18 PM State of Utah Mail - Small Source Exemption Emission Calculations
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-a:r4143274462719520011&simpl=msg-a:r-55174631161832…6/6
Katie Andersen <[e-mail]>Fri, Mar 1, 2024 at 11:11 AM
To: Tom Bence <[e-mail]>
Cc: Anthony DiNicola <[e-mail]>, Colin Kolbus <[e-mail]>
Hi Tom,
I am available to meet today at 2pm if that works for you.
Cheers,
Katie
[Quoted text hidden]
--

[Quoted text hidden]
3/1/24, 2:19 PM State of Utah Mail - Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot Project
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-f:1791551052844921907&simpl=msg-f:17915510528449219…1/5
Katie Andersen <[e-mail]>
Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot
Project
3 messages
Alan Humpherys <[e-mail]>Wed, Feb 21, 2024 at 3:56 PM
To: Tom Bence <[e-mail]>
Cc: "[e-mail]" <[e-mail]>, Katie Andersen <[e-mail]>
Tom,
Your application was assigned to Katie Anderson. We are in the process of reviewing your application to confirm it meets
the requirements of R307-401-9. Katie will be reaching out with any questions that she has. Once she has completed her
review, we will issue a letter confirming your status as a small source. If you have any questions or concerns in the
meantime, please let me or Katie know.
Thanks,
Alan
On Wed, Feb 21, 2024 at 2:42 PM Tom Bence <[e-mail]> wrote:
Hi Alan and Jon –

I submitted a Small Source Exemption Application for the subject project on the afternoon of Monday, February 19th but
have not received a copy of the registration notice.

Would you or someone within the Utah Department of Environmental Quality – Air Quality be able to assist in providing
proof of registration or receipt of my application?

Thank you for your assistance on this item, let me know if you need any additional information – unfortunately I do not
have a reference number or other avenue of finding the application.

Thanks,

Tom Bence, P.E., PMP
Project Manager, DLE
[phone]
[e-mail]

3/1/24, 2:19 PM State of Utah Mail - Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot Project
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-f:1791551052844921907&simpl=msg-f:17915510528449219…2/5

CONFIDENTIALITY NOTICE: The contents of this email message and any attachments are intended solely for the
addressee(s) and may contain confidential and/or privileged information and may be legally protected from disclosure.
If you are not the intended recipient, please advise the sender immediately by reply e-mail and delete this message and
any attachments without retaining a copy.
--
Alan Humpherys
Manager | Minor NSR Section
P: [phone]
F: [phone]
airquality.utah.gov
Emails to and from this email address may be considered public records and thus subject to Utah GRAMA
requirements.
Tom Bence <[e-mail]>Wed, Feb 21, 2024 at 4:15 PM
To: Alan Humpherys <[e-mail]>
Cc: "[e-mail]" <[e-mail]>, Katie Andersen <[e-mail]>
Hi Alan –

Thanks for the prompt reply, very helpful.

Hi Katie –

Let me know if you have any questions as you review – happy to help.

Kind regards,
Tom

3/1/24, 2:19 PM State of Utah Mail - Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot Project
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-f:1791551052844921907&simpl=msg-f:17915510528449219…3/5
You don't often get email from [e-mail]. Learn why this is important
From: Alan Humpherys <[e-mail]>
Sent: Wednesday, February 21, 2024 2:57 PM
To: Tom Bence <[e-mail]>
Cc: [e-mail]; Katie Andersen <[e-mail]>
Subject: Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot Project

Tom,

Your application was assigned to Katie Anderson. We are in the process of reviewing your
application to confirm it meets the requirements of R307-401-9. Katie will be reaching out with any
questions that she has. Once she has completed her review, we will issue a letter confirming your
status as a small source. If you have any questions or concerns in the meantime, please let me or
Katie know.

Thanks,
Alan

On Wed, Feb 21, 2024 at 2:42 PM Tom Bence <[e-mail]> wrote:
Hi Alan and Jon –

I submitted a Small Source Exemption Application for the subject project on the afternoon of Monday, February 19th but
have not received a copy of the registration notice.

Would you or someone within the Utah Department of Environmental Quality – Air Quality be able to assist in providing
proof of registration or receipt of my application?

Thank you for your assistance on this item, let me know if you need any additional information – unfortunately I do not
have a reference number or other avenue of finding the application.

Thanks,

Tom Bence, P.E., PMP
Project Manager, DLE
[phone]
[e-mail]

3/1/24, 2:19 PM State of Utah Mail - Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot Project
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-f:1791551052844921907&simpl=msg-f:17915510528449219…4/5

CONFIDENTIALITY NOTICE: The contents of this email message and any attachments are intended solely for the
addressee(s) and may contain confidential and/or privileged information and may be legally protected from disclosure.
If you are not the intended recipient, please advise the sender immediately by reply e-mail and delete this message
and any attachments without retaining a copy.

--
Alan Humpherys
Manager | Minor NSR Section
P: [phone]
F: [phone]
airquality.utah.gov
[Quoted text hidden]
Katie Andersen <[e-mail]>Thu, Feb 22, 2024 at 9:37 AM
To: Tom Bence <[e-mail]>
Hello Tom,
I've reviewed your Small Source Exemption application. The first thing I noticed is that there appears to only be one
emission calculation done for a diesel engine. In the Emission Units description, it was mentioned that there will be
primary and backup diesel engine generators. There should be a calculation for each engine, unless they are running
exactly the same.
I'm not sure I quite understand the extraction process that was described. I'd like to talk through the process with you
about how the lithium extraction will work. Specifically, if there will be any mining, boilers, or other equipment/processes
that might produce emissions.
When would be the best time to talk about this application? I can be available today after 3:30pm, or tomorrow from
11am-4pm.
3/1/24, 2:19 PM State of Utah Mail - Re: Small Source Exemption Application - Great Salt Lake Lithium Waterleaf Pilot Project
https://mail.google.com/mail/u/0/?ik=0900585596&view=pt&search=all&permthid=thread-f:1791551052844921907&simpl=msg-f:17915510528449219…5/5
I look forward to working with you.
Cheers,
Katie Andersen
[Quoted text hidden]
--

Katie Andersen
Engineering Technician I | Minor NSR Section
M: [phone]
airquality.utah.gov
Response Summary:
To be eligible businesses shall not do any of the follow:

1) Emit more than 5 tons per year of each of the following pollutants: Sulfur Dioxide (SO2), Carbon Monoxide (CO),
Nitrogen Oxides (NOx), Particulate Matter (PM10), Ozone (O3), or Volatile Organic Compounds (VOCs).
2) Emit more than 500 lbs/yr of any single Hazardous Air Pollutant (HAP), and emit more than 2000 lbs/yr of any
combination of HAPs
3) Emit less than 500 lbs/yr of any combination of air contaminants not listed in 1 or 2

A copy of this registration notice and worksheets are required on site to verify permit exemption status.

Please be aware a the Small Source Exemption ONLY exempts the site from the air permitting requirements of R307-
401-5 thru R307-401-8 of the Utah Administrative Code, all other air quality regulations still apply.

Q4.
Please fill out the following contact information:
Site Contact Site Owner
Name Steve Morrey Great Salt Lake Lithium
Waterleaf Pilot Project Raef Sully
Mailing
Address 9350 South 150 East 41°27'42"N 112°41'34"W 9350 South 150 East
Mailing
Address 2 Suite 710 N/A Suite 710
City Sandy Corinne Sandy
State UT UT UT
Zip Code 84093 84307 84093
Phone [phone] 8016942245 9704529409
Fax N/A N/A N/A
Email [e-mail] [e-mail] [e-mail]

Q5. County the Site is located in:
Box Elder County

Q6. Briefly describe the process including the end products, raw materials, and process equipment used.
Waterleaf Resources LLC (Waterleaf) proposes to construct, commission, operate, and fully decommission a pilot-
scale facility to demonstrate the technical viability of parent company and partner Lilac Solutions’ (Lilac) direct lithium
extraction (DLE) technology. The pilot facility will process brine pumped from the North Arm of the Great Salt Lake (i.e.
Gunnison Bay) through Lilac’s proprietary DLE equipment to produce approximately four tons lithium carbonate
equivalent per annum (nominal; it is important to note that this is a design size/capacity and not a production target, as
the pilot facility would only be operated for a limited term and not for a full year). Processed brine would be returned to
Gunnison Bay in accordance with a discharge permit issued by the Utah Division of Water Quality, as well as in
accordance with rules developed by the Utah Division of Forestry, Fire and State Lands (FFSL) for lithium extraction
feasibility projects, while produced lithium would be transported offsite for test work and analysis to confirm the quality
for use in battery production. Following operation and achievement of key performance indicators, the pilot facility
would be decommissioned and removed from the site. Mobilization is currently planned to commence on or about May
1, 2024. Erection and commissioning are expected to last approximately one month, followed by operation for
approximately 2 months. Decommissioning is expected to take an additional 1-2 months.

Q7. List emission units
1 primary and 1 emergency standby Cummins diesel engine generators. Generator planned to be 150 kW - Engine
model to be QSB7-G9 or similar based on availability. Generators U.S EPA Tier IV emissions compliant.

Q8. List any pollution control equipment
U.S. Tier IV Final and EU SIIIa certified Cummins QSB7-G9 engines which meet emissions limits
without the use of a Diesel Particulate Filter (DPF)

Q9. Please include Annual Emission Rates calculation spreadsheet.
[Click here]

Q11. Contact Information: (person filling out form - signature will be required)
Name Tom Bence
Title Project Manager
Phone [phone]
Date 2/19/24

Q10. By signing below, I hereby certify that the information and data submitted in this notice fully describes
this site and ONLY this site. The information provide is true, accurate, and complete to the best of my
knowledge. I understand that I am responsible for determining whether the site remain eligible for this
exemption before making operational or process changes in the future, and agree to notify the Division of
Air Quality when this site is not longer eligible for this exemption. (Signature of Owner/Manager)
[Click here]

Embedded Data:
N/A