5E Advanced Materials, Inc. — Capital/Financing Update 2025

Jan 14, 2025

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

15/1/2025

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 C Warrant	68,493,151
confirmed
5EAAO	COMMON STOCK	17,123,288

Proposed +issue date

21/3/2025

Refer to next page for full details of the announcement

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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

15/1/2025

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? Yes 7A.1a Conditions

Approval/Condition Date for determination +Security holder approval 21/3/2025

Is the date estimated or ** Approval actual? received/condition met? Estimated

Comments

Part 7B - Issue details

Is the proposed 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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description 5EAAO : COMMON STOCK

Number of +securities proposed to be issued

17,123,288

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 0.29200

AUD equivalent to issue price amount per +security

0.470000

FX rate (in format AUD rate/primary

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Appendix 3B - Proposed issue of securities

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FX rate (in format AUD 1.00 / primary currency rate) Primary Currency rate currency rate): USD 0.62110000

AUD 1.00

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

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 Series C Warrant

+Security type

Options

Number of +securities proposed to be issued

68,493,151

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 0.29200 AUD equivalent to issue price amount per +security 0.470000

FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate USD 0.62110000 AUD 1.00

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Appendix 3B - Proposed issue of securities

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

Options details +Security currency Exercise price Expiry date USD - US Dollar USD 0.2920 21/3/2026 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 68493151 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://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02903231-6A1246990

Part 7C - Timetable

7C.1 Proposed +issue date 21/3/2025

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?

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Appendix 3B - Proposed issue of securities

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No

7E.2 Is the proposed issue to be underwritten? 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, engineering costs and general business expenses.

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

The ultimate number of shares of Common Stock and Warrants to be issued will be based upon the aggregate offering amounts of US$5,000,000 and US$20,000,000, respectively, divided by the lesser of (a) US$0.2920 (appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization, or the like occurring prior to the issuance date) and (b) the volume weighted average price for the Common Stock on the five consecutive trading days immediately following the issuance.

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