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5E Advanced Materials, Inc. Share Issue/Capital Change 2025

Feb 12, 2025

34305_rns_2025-02-12_d028da7f-2bcc-4ee6-abb5-cbc58ba92213.pdf

Share Issue/Capital Change

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ASX Release 13 February 2025

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REVERSE STOCK SPLIT TIMETABLE (CDIs)

5E Advanced Materials, Inc. (ASX: 5EA) (the Company ) advises, further to the approval of stockholders at the 2024 Annual Meeting held on January 21, 2025, that the Board has approved a reverse stock split of the Company’s common stock at a final ratio of 1-for-23 (the Reverse Stock Split ).

As a result of the Reverse Stock Split, each 23 CHESS Depositary Interests ( CDIs ) will be consolidated into one CDI.

No fractional shares or CDIs will be issued if, a result of the Reverse Stock Split, a CDI holder would otherwise become entitled to a fraction of a CDI because the number of CDIs they hold before the Reverse Stock Split is not evenly divisible by the 1-for-23 ratio. In these circumstances, fractional entitlements will be rounded down to the nearest whole number (or nil, where the number of CDIs held by a CDI holder on the record date is less than 23). In accordance with applicable Delaware laws, for the purpose of making cash payments in lieu of fractional entitlements, the shares of common stock held by the depositary nominee on behalf of CDI holders will be treated as a single, undivided holding such that any payment in lieu will only be made to the depositary nominee.

An indicative ASX timetable for the Reverse Stock Split in respect of CDIs is set out below.

Event Date (AEST)
Announcement of Reverse Stock Split and lodgment of Appendix 3A.3 Thursday, February 13, 2025
Effective Date
Last day to reposition securities between the share register and CDI register on a pre- Friday, February 14, 2025
consolidation basis
Last day for trading CDIs on a pre-consolidation basis Monday, February 17, 2025
Trading in post-consolidation CDIs commences on ASX on a deferred settlement basis Tuesday, February 18, 2025
Record Date
Last day to register transfer in CDIs on a pre-consolidation basis Wednesday, February 19, 2025
First day for the Company to update its register of CDI holders and send updated holding
statements
First day to reposition securities between the share and CDI registers on a post-consolidation Thursday, February 20, 2025
basis
Last day for the Company to update its register of CDI holders and send updated holdingstatements and to notify ASX that this has occurred Wednesday, February 26, 2025
Trading in post-consolidation CDIs commences on ASX on a normal settlement basis Thursday, February 27, 2025

The Company will update the market if there are any changes to the timetable outlined above.

This announcement has been authorized for release by the Company’s Chief Executive Officer, Paul Weibel.

5E Advanced Materials, Inc. ARBN 655 137 170 9329 Mariposa Road, Suite 210, Hesperia, California 92344 USA

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About 5E Advanced Materials, Inc.

5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) is focused on becoming a vertically integrated global leader and supplier of boron specialty and advanced materials, complemented by lithium co-product production. The Company’s mission is to become a supplier of these critical materials to industries addressing global decarbonization, food and domestic security. Boron and lithium products will target applications in the fields of electric transportation, clean energy infrastructure, such as solar and wind power, fertilizers, and domestic security. The business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of boric acid, lithium carbonate and potentially other co-products, to downstream boron advanced material processing and development. The business is based on our large domestic boron and lithium resource, which is located in Southern California and designated as Critical Infrastructure by the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in this press release regarding the Company's business strategy, plans, goals, and objectives, including regarding the anticipated benefits of the Transaction and the Company's expectations regarding the anticipated changes to its Board of Directors, are forwardlooking statements. When used in this press release, the words "believe," "project," "expect," "forecast," "anticipate," "estimate," "intend," "seek," "budget," "target," "aim," "strategy," "plan," "guidance," "outlook," "intent," "may," "should," "could," "will," "would," "will be," "will continue," "will likely result," and similar expressions are intended to identify forwardlooking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the extraction of the critical materials we intend to produce and advanced materials production and development. These risks include, but are not limited to: our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations at our properties; our need for substantial additional financing to continue as a going concern and 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 Regulation S-K 1300 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; our incurrence of significant net operating losses to date and plans to incur continued losses for the foreseeable future; risks and uncertainties relating to the development of the Fort Cady project, including our ability to timely and successfully complete our proposed Commercial Scale Boron Facility; our ability to obtain stockholder approval for and successfully implement the Transaction, and related matters on a timely manner or at all; our ability to obtain, maintain and renew required governmental permits for our development activities, including satisfying all mandated conditions to any such permits; the implementation of and expected benefits from certain reduced spending measures, the delisting of our securities from Nasdaq, which could limit investors' ability to transact in our securities, subject us to additional trading restrictions and substantially increase the number of shares issuable upon conversion of our outstanding convertible notes; and other risks and uncertainties set forth in our filings with the SEC from time to time. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets, and opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions, or misstatements contained herein. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as to the date of this press release.

For additional information regarding these and other risks, you should carefully review the risk factors and other disclosures in the Company's Annual Report on Form 10-K filed on September 9, 2024 and subsequent filings with the SEC throughout the year, as well as in its filings under the Australian Securities Exchange. Any forward-looking statements are given only as of the date hereof. Except as required by law, 5E expressly disclaims any obligation to update or revise any such forward-looking statements. Additionally, 5E undertakes no obligation to comment on third party analyses or statements regarding 5E's actual or expected financial or operating results or its securities.

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For further information contact:

Joseph Caminiti or Nathan Skown Alpha IR Group [email protected] PH: +1 (312) 445-2870

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