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2023 ANNUAL REPORT
TO SHAREHOLDERS
5E ADVANCED MATERIALS, INC.
TABLE OF CONTENTS
Forward Looking Information ..............................................................................................................................................
Page
1
PART I
Items 1 and 2. Business and Properties................................................................................................................................
Business Overview .............................................................................................................................
Properties ............................................................................................................................................
Item 1A.
Risk Factors .................................................................................................................................................
Item 1B.
Unresolved Staff Comments ........................................................................................................................
Item 3.
Legal Proceedings ........................................................................................................................................
Item 4.
Mine Safety Disclosures ..............................................................................................................................
6
6
13
25
54
54
54
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Market for Registrant   s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities .....................................................................................................................................................
[Reserved] ....................................................................................................................................................
Management   s Discussion and Analysis of Financial Condition and Results of Operations .......................
Quantitative and Qualitative Disclosures About Market Risk .....................................................................
Financial Statements and Supplementary Data ............................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......................
Controls and Procedures ..............................................................................................................................
Other information .........................................................................................................................................
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................................................
55
55
56
60
61
82
82
82
82
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance ...........................................................................
Executive Compensation ..............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.....
Certain Relationships and Related Transactions, and Director Independence .............................................
Principal Accountant Fees and Services ......................................................................................................
83
90
95
99
99
PART IV
Item 15.
Exhibits and Financial Statement Schedules ...............................................................................................
i
100
Selected Definitions

   ABR    refers to American Pacific Borates Limited, a company incorporated under the laws of Western Australia.

   ASX    refers to the Australian Securities Exchange.   

   CDI    refers to a CHESS Depositary Interest.

   Company    refers to 5E Advanced Materials, Inc., a Delaware corporation.

   Corporations Act    refers to the Australian Corporations Act, 2001 (Cth).

   EPC    refers engineering, procurement and construction.

   FEL    refers to front end loading, a stage gated project management system (with a number to the corresponding stage,
e.g., FEL2)

   NASDAQ    refers to The NASDAQ Global Select Market.

   Reorganization    refers to the transactions pursuant to which, among other things, we issued (a) to eligible shareholders
of ABR either one share of our Common Stock for every ten ordinary shares of ABR or one CDI over our Common
Stock for every one ordinary share of ABR, in each case, as held on the Scheme record date and (b) to ineligible
shareholders proceeds from the sale of the CDIs to which they would otherwise be entitled by a broker appointed by
ABR, who sold the CDIs in accordance with the terms of a sale facility agreement and remitted the proceeds to ineligible
shareholders, (ii) canceled each of the outstanding options to acquire ordinary shares of ABR and issued replacement
options representing the right to acquire shares of our Common Stock on the basis of a one replacement option for every
ten existing ABR options held, (iii) maintained an ASX listing for its CDIs, with each CDI representing 1/10th of a share
of Common Stock, (iv) delisted ABR   s ordinary shares from the ASX, and (v) became the parent company to ABR.

   Scheme    refers to a statutory Scheme of Arrangement under Australian law under Part 5.1 of the Corporations Act.

   QP    refers to qualified persons.
TRADEMARKS AND TRADE NAMES
This Annual Report on Form 10-K contains and incorporates by reference references to trademarks and service marks belonging
to other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K or the
documents incorporated by reference herein may appear without the    or     symbols, but such references are not intended to indicate, in
any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade
names. We do not intend our use or display of other companies    trade names, trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, any other companies.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains various forward-looking statements relating to our future financial performance and results, financial
condition, business strategy, plans, goals and objectives, including certain projections, milestones, targets, business trends and other
statements that are not historical facts. These statements constitute forward-looking statements within the meaning of the Safe Harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by
the words    believe,       project,       expect,       anticipate,       estimate,       intend,       budget,       target,       aim,       strategy,       estimate,       plan,   
   guidance,       outlook,       intend,       may,       should,       could,       will,       would,       will be,       will continue,       will likely result    and similar
expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our
beliefs and expectations based on current estimates and projections. Forward-looking statements include, but are not limited to,
statements concerning:

The timing, completion and estimated production capacity of our proposed small-scale facility (   SSF   ) and proposed
large-scale complex;

The outputs from our proposed SSF and their impact on future estimates and potential studies regarding our proposed
large-scale complex;

Unanticipated costs or delays associated with our proposed SSF;

Use of our injection-recovery wells for extraction once our proposed SSF and large-scale complex is complete;

Our ability to successfully and economically extract boron and lithium from colemanite and lithium rich minerals;

The quantities of resources we expect to be able to extract and our production capabilities;

The timing of completing and the expected ability of our proposed SSF facility to serve as a foundation for future design,
engineering and cost optimization for our proposed large-scale complex;

Our ability to secure the requisite funding for the successful engineering, development, construction, completion and
operation of our proposed facilities;

The timing and viability of achieving initial commercial production;

Our ability to commercialize our output and to enter into commercial agreements;

The total addressable market for materials we intend on producing and selling, including its current size, growth trajectory
and the underlying factors that may drive growth in the overall market size;

The cost and availability of natural gas and electricity;

Our ability to timely and successfully reach anticipated full commercial production capacity;

Our ability to achieve and maintain profitability and to develop and maintain positive cash flow from our proposed
operating activities;

Our ability to enter into and deliver product under binding supply agreements;

Our ability to acquire and maintain the necessary mining licenses, permits and access rights;

Our ability to acquire and maintain the necessary mineral property interests and related water rights;

The demand for borates and lithium and the market for their end-use applications; and

Our ability to develop downstream advanced materials capabilities.
These forward-looking statements are subject to a number of risks and uncertainties, including:

There is substantial doubt regarding our ability to continue as a going concern. We will need to raise substantial additional
funding, which may not be available on acceptable terms, if at all, to be able to continue as a going concern and advance
our Project;

Our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations
at our properties;
1

Our need for substantial additional financing to execute our business plan and our ability to access capital and the
financial markets;

Our status as an exploration stage company dependent on a single project with no known mineral reserves and the
inherent uncertainty in estimates of mineral resources;

Our lack of history in mineral production and the significant risks associated with achieving our business strategies,
including our downstream processing ambitions;

We have incurred significant net operating losses to date and we anticipate incurring continued losses for the foreseeable
future;

Risks and uncertainties relating to the development of the Fort Cady Project (the    Project   ) in Newberry Springs, CA;

Risks related to our ability to prepare and update further technical and economic analysis of the Project, and the timing
thereof;

Our dependence on a single project;

Risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our operating
activities;

Risks, including changes in technology, that could adversely affect the demand for end use applications that require
borates, lithium, and related minerals and compounds;

Our long-term success is dependent on our ability to enter into and deliver product under supply agreements;

Risks related to estimates of our total addressable market;

The costs and availability of natural gas, electricity, and water;

Uncertain global economic conditions and the impact this may have on our business and plans;

Our business could be affected by macroeconomic risks;

Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic
environment, could lead to higher financing and project completion costs.

Risks associated with our ongoing investment in the Project;

Risks associated with the required infrastructure at the Project;

Risks related to the titles of our mineral property interests and related water rights;

Any restrictions on our ability to obtain, recycle, and dispose of water on site;

Risks related to land use restrictions on our properties;

Risks related to volatility in prices or demand for borates, lithium, and other minerals;

Fluctuations in the U.S. dollar relative to other currencies;

Risks related to mineral exploration and development;

Risks related to equipment shortages and supply chain disruptions;

Risks associated with any of our customers, suppliers, or any third parties not implementing ethical or legal business
practices in compliance with applicable laws and regulations;

Competition from new or current competitors in the mineral exploration and mining industry;

Risks associated with consolidation in the markets in which we operate and expect to operate;

Risks related to compliance with environmental and regulatory requirements, reclamation requirements, the potential
generation and disposal of hazardous waste, climate change, and the proposed SEC rules on climate-related disclosures;

Risks related to our ability to acquire and maintain necessary mining licenses, permits, or access rights;

Litigation risk;

Risks related to our main operations being located in California and our engagement with local communities;
2
 • shareholder letter icon 5/20/2024 Letter Continued (Full PDF)
 • stockholder letter icon 3/27/2023 FEAM Stockholder Letter
 • stockholder letter icon More "Metals & Mining" Category Stockholder Letters
 • Benford's Law Stocks icon FEAM Benford's Law Stock Score = 75


FEAM Shareholder/Stockholder Letter Transcript:

2023 ANNUAL REPORT
TO SHAREHOLDERS

5E ADVANCED MATERIALS, INC.
TABLE OF CONTENTS
Forward Looking Information ..............................................................................................................................................
Page
1
PART I
Items 1 and 2. Business and Properties................................................................................................................................
Business Overview .............................................................................................................................
Properties ............................................................................................................................................
Item 1A.
Risk Factors .................................................................................................................................................
Item 1B.
Unresolved Staff Comments ........................................................................................................................
Item 3.
Legal Proceedings ........................................................................................................................................
Item 4.
Mine Safety Disclosures ..............................................................................................................................
6
6
13
25
54
54
54
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Market for Registrant   s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities .....................................................................................................................................................
[Reserved] ....................................................................................................................................................
Management   s Discussion and Analysis of Financial Condition and Results of Operations .......................
Quantitative and Qualitative Disclosures About Market Risk .....................................................................
Financial Statements and Supplementary Data ............................................................................................
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......................
Controls and Procedures ..............................................................................................................................
Other information .........................................................................................................................................
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................................................
55
55
56
60
61
82
82
82
82
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance ...........................................................................
Executive Compensation ..............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.....
Certain Relationships and Related Transactions, and Director Independence .............................................
Principal Accountant Fees and Services ......................................................................................................
83
90
95
99
99
PART IV
Item 15.
Exhibits and Financial Statement Schedules ...............................................................................................
i
100

Selected Definitions

   ABR    refers to American Pacific Borates Limited, a company incorporated under the laws of Western Australia.

   ASX    refers to the Australian Securities Exchange.   

   CDI    refers to a CHESS Depositary Interest.

   Company    refers to 5E Advanced Materials, Inc., a Delaware corporation.

   Corporations Act    refers to the Australian Corporations Act, 2001 (Cth).

   EPC    refers engineering, procurement and construction.

   FEL    refers to front end loading, a stage gated project management system (with a number to the corresponding stage,
e.g., FEL2)

   NASDAQ    refers to The NASDAQ Global Select Market.

   Reorganization    refers to the transactions pursuant to which, among other things, we issued (a) to eligible shareholders
of ABR either one share of our Common Stock for every ten ordinary shares of ABR or one CDI over our Common
Stock for every one ordinary share of ABR, in each case, as held on the Scheme record date and (b) to ineligible
shareholders proceeds from the sale of the CDIs to which they would otherwise be entitled by a broker appointed by
ABR, who sold the CDIs in accordance with the terms of a sale facility agreement and remitted the proceeds to ineligible
shareholders, (ii) canceled each of the outstanding options to acquire ordinary shares of ABR and issued replacement
options representing the right to acquire shares of our Common Stock on the basis of a one replacement option for every
ten existing ABR options held, (iii) maintained an ASX listing for its CDIs, with each CDI representing 1/10th of a share
of Common Stock, (iv) delisted ABR   s ordinary shares from the ASX, and (v) became the parent company to ABR.

   Scheme    refers to a statutory Scheme of Arrangement under Australian law under Part 5.1 of the Corporations Act.

   QP    refers to qualified persons.
TRADEMARKS AND TRADE NAMES
This Annual Report on Form 10-K contains and incorporates by reference references to trademarks and service marks belonging
to other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K or the
documents incorporated by reference herein may appear without the    or     symbols, but such references are not intended to indicate, in
any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade
names. We do not intend our use or display of other companies    trade names, trademarks or service marks to imply a relationship
with, or endorsement or sponsorship of us by, any other companies.
ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains various forward-looking statements relating to our future financial performance and results, financial
condition, business strategy, plans, goals and objectives, including certain projections, milestones, targets, business trends and other
statements that are not historical facts. These statements constitute forward-looking statements within the meaning of the Safe Harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by
the words    believe,       project,       expect,       anticipate,       estimate,       intend,       budget,       target,       aim,       strategy,       estimate,       plan,   
   guidance,       outlook,       intend,       may,       should,       could,       will,       would,       will be,       will continue,       will likely result    and similar
expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our
beliefs and expectations based on current estimates and projections. Forward-looking statements include, but are not limited to,
statements concerning:

The timing, completion and estimated production capacity of our proposed small-scale facility (   SSF   ) and proposed
large-scale complex;

The outputs from our proposed SSF and their impact on future estimates and potential studies regarding our proposed
large-scale complex;

Unanticipated costs or delays associated with our proposed SSF;

Use of our injection-recovery wells for extraction once our proposed SSF and large-scale complex is complete;

Our ability to successfully and economically extract boron and lithium from colemanite and lithium rich minerals;

The quantities of resources we expect to be able to extract and our production capabilities;

The timing of completing and the expected ability of our proposed SSF facility to serve as a foundation for future design,
engineering and cost optimization for our proposed large-scale complex;

Our ability to secure the requisite funding for the successful engineering, development, construction, completion and
operation of our proposed facilities;

The timing and viability of achieving initial commercial production;

Our ability to commercialize our output and to enter into commercial agreements;

The total addressable market for materials we intend on producing and selling, including its current size, growth trajectory
and the underlying factors that may drive growth in the overall market size;

The cost and availability of natural gas and electricity;

Our ability to timely and successfully reach anticipated full commercial production capacity;

Our ability to achieve and maintain profitability and to develop and maintain positive cash flow from our proposed
operating activities;

Our ability to enter into and deliver product under binding supply agreements;

Our ability to acquire and maintain the necessary mining licenses, permits and access rights;

Our ability to acquire and maintain the necessary mineral property interests and related water rights;

The demand for borates and lithium and the market for their end-use applications; and

Our ability to develop downstream advanced materials capabilities.
These forward-looking statements are subject to a number of risks and uncertainties, including:

There is substantial doubt regarding our ability to continue as a going concern. We will need to raise substantial additional
funding, which may not be available on acceptable terms, if at all, to be able to continue as a going concern and advance
our Project;

Our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations
at our properties;
1


Our need for substantial additional financing to execute our business plan and our ability to access capital and the
financial markets;

Our status as an exploration stage company dependent on a single project with no known mineral reserves and the
inherent uncertainty in estimates of mineral resources;

Our lack of history in mineral production and the significant risks associated with achieving our business strategies,
including our downstream processing ambitions;

We have incurred significant net operating losses to date and we anticipate incurring continued losses for the foreseeable
future;

Risks and uncertainties relating to the development of the Fort Cady Project (the    Project   ) in Newberry Springs, CA;

Risks related to our ability to prepare and update further technical and economic analysis of the Project, and the timing
thereof;

Our dependence on a single project;

Risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our operating
activities;

Risks, including changes in technology, that could adversely affect the demand for end use applications that require
borates, lithium, and related minerals and compounds;

Our long-term success is dependent on our ability to enter into and deliver product under supply agreements;

Risks related to estimates of our total addressable market;

The costs and availability of natural gas, electricity, and water;

Uncertain global economic conditions and the impact this may have on our business and plans;

Our business could be affected by macroeconomic risks;

Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic
environment, could lead to higher financing and project completion costs.

Risks associated with our ongoing investment in the Project;

Risks associated with the required infrastructure at the Project;

Risks related to the titles of our mineral property interests and related water rights;

Any restrictions on our ability to obtain, recycle, and dispose of water on site;

Risks related to land use restrictions on our properties;

Risks related to volatility in prices or demand for borates, lithium, and other minerals;

Fluctuations in the U.S. dollar relative to other currencies;

Risks related to mineral exploration and development;

Risks related to equipment shortages and supply chain disruptions;

Risks associated with any of our customers, suppliers, or any third parties not implementing ethical or legal business
practices in compliance with applicable laws and regulations;

Competition from new or current competitors in the mineral exploration and mining industry;

Risks associated with consolidation in the markets in which we operate and expect to operate;

Risks related to compliance with environmental and regulatory requirements, reclamation requirements, the potential
generation and disposal of hazardous waste, climate change, and the proposed SEC rules on climate-related disclosures;

Risks related to our ability to acquire and maintain necessary mining licenses, permits, or access rights;

Litigation risk;

Risks related to our main operations being located in California and our engagement with local communities;
2



shareholder letter icon 5/20/2024 Letter Continued (Full PDF)
 

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