5E Advanced Materials, Inc. — Capital/Financing Update 2024

Aug 26, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

5E ADVANCED MATERIALS INC.

Announcement Type

New announcement

Date of this announcement

27/8/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Series A Warrant	5,333,333
confirmed
New class-code to be	Series B Warrant	5,333,333
confirmed
New class-code to be	Convertible Notes 2.0 (Sept 2024)	6,000
confirmed
5EAAO	COMMON STOCK	5,333,333

Proposed +issue date

28/8/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

5E ADVANCED MATERIALS INC.

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ARBN

Registration Number

655137170

1.3 ASX issuer code

5EA

1.4 The announcement is

New announcement

1.5 Date of this announcement

27/8/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

5EAAO : COMMON STOCK

Number of +securities proposed to be issued

5,333,333

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? USD - US Dollar USD 0.75000

AUD equivalent to issue price amount per +security

1.110000

FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate USD 0.68000000 AUD 1.00

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Appendix 3B - Proposed issue of securities

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Series A Warrant +Security type Options Number of +securities proposed to be issued 5,333,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Attaching warrants Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency USD - US Dollar Exercise price Expiry date USD 0.7981 28/2/2030 Details of the type of +security that will be issued if the option is exercised 5EAAO : COMMON STOCK Number of securities that will be issued if the option is exercised 5,333,333

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Appendix 3B - Proposed issue of securities

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

• https://www.sec.gov/Archives/edgar/data/1888654/000095017024100364/fwp_ _pricing_and_dcl.htm

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Series B Warrant +Security type Options Number of +securities proposed to be issued 5,333,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities Attaching warrants Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency USD - US Dollar Exercise price Expiry date USD 0.7981 28/2/2027 Details of the type of +security that will be issued if the option is exercised 5EAAO : COMMON STOCK Number of securities that will be issued if the option is exercised 5,333,333 Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. - https://www.sec.gov/Archives/edgar/data/1888654/000095017024100364/fwp_ _pricing_and_dcl.htm

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Appendix 3B - Proposed issue of securities

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Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Convertible Notes 2.0 (Sept 2024)

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

6,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? USD - US Dollar USD 1,000.00000

AUD equivalent to issue price amount per +security

1,476.400000

FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate USD 0.68000000 AUD 1.00

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:

Convertible

Type of security Convertible note or bond

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Appendix 3B - Proposed issue of securities

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+Security currency	Face value
USD - US Dollar	USD 1,000.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Semi-annual
	15/2/2025
Interest rate per annum	Is the interest rate per annum
10.00000 %	estimated at this time? No
s128F of the Income Tax Assessment
Act status applicable to the +security
Not applicable
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	16/8/2028
Select other features applicable to
the +security
Secured
Is there a first trigger date on which a
right of conversion, redemption, call
or put can be exercised (whichever is
first)?
No
Details of the type of +security that will be issued if the securities are converted, transformed or
exchanged

5EAAO : COMMON STOCK

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

7,487,420

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Upon issuance, notes are convertible into 5,647,059 shares. Note offers ability to pay shares in-kind with additional notes semi-annually. If elected to pay interest in-kind with additional notes through maturity, this would convert to approximately 7,487,420 shares.

Part 7C - Timetable

7C.1 Proposed +issue date 28/8/2024

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Appendix 3B - Proposed issue of securities

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Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Maxim Group LLC

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100% of common stock

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

7% of gross proceeds or USD $280,000

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated. N/A

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Working capital and engineering

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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