FEAV

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How FEAV rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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Moreover, we operate in an evolving environment.
New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.
You should not rely upon forward-looking statements as predictions of future events.
We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
These forward-looking statements speak only as of the date of this Annual Report.
Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations.
You should read this Annual Report and the documents that we reference or incorporate by reference in this Annual Report and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect.
You are advised, however, to consult any additional disclosures we make in our reports to the SEC.
All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Annual Report.
SUMMARY RISK FACTORS The following is a summary of the principal risks and uncertainties that make an investment in the Company speculative or risky.
The following should be read in conjunction with the more detailed description of risk factors contained within Part I, Item 1A of this Annual Report.
Risks Relating to Our Business • There is substantial doubt regarding our ability to continue as a going concern. • We will need substantial additional financing to continue as a going concern and advance the Project. • We have incurred significant losses and expect to incur continued losses for the foreseeable future. • Our limited operating history makes our future performance difficult to evaluate. • Our inability to operate the SSF, complete FEL-3 or validate wellfield design could adversely affect the Project. • We have invested, and expect to continue to invest, significant capital in the Project. • We have a limited history of mineral production and may not successfully execute our business strategy. • We may be unable to develop, protect, obtain or acquire intellectual property important to our strategy. • Third parties may claim that we infringe their proprietary intellectual property rights. • Our development-stage activities may not result in commercial development or profitable operations. • Our mineral resource and reserve estimates and PFS assumptions are inherently uncertain and subject to change. • Project development, mine plan, wellfield design, recovery-rate, cost and schedule estimates remain uncertain. • Customer qualification and non-binding commercial arrangements may not result in binding or bankable offtake agreements. • Market demand, pricing and market-size assumptions for borates, lithium and co-products may prove inaccurate. • We depend on a single mining project and a single geographic region. • Our long-term success depends on achieving profitability and positive cash flow. • Energy costs, natural gas supply and infrastructure constraints could delay or increase the cost of the Project. • Macroeconomic conditions, inflation, interest rates, tariffs and trade policies could adversely affect financing and costs. • Fluctuations in the value of the U.S. dollar relative to other currencies may adversely affect our competitive position, pricing and revenues. • A shortage of equipment, disruption in our supply chain, production disruptions at our proposed facilities, or failure by our vendors or suppliers to comply with applicable laws and ethical business practices could adversely affect our ability to develop, construct or operate our business. • Our proposed facilities or operations could be adversely affected by natural disasters, wars, health epidemics or pandemics, or other events outside of our control. • Title to mineral properties, mining claims and related water rights is complex and may be challenged. • Restrictions on water sourcing, recycling, disposal, evaporation ponds or solution management could affect operations. • Environmental, operational, land-use and permitting regulations and requirements could impede, prevent, delay or limit Project development. • Waste management, reclamation and closure obligations may result in significant costs and liabilities. • Physical climate risks and evolving sustainability or climate disclosure obligations could increase costs. • Litigation, arbitration or regulatory proceedings could adversely affect our business. • Local communities and other stakeholders may affect development or operation of the Project. • Exploration and development activities involve uncertainty and may not produce profitable results. • Our future success depends on key personnel, skilled labor and our ability to scale our organization. • Our directors and officers may have conflicts of interest. • Acquisitions, joint ventures, strategic alliances or investments may be unsuccessful. • Compliance with ever-evolving federal and state laws and other requirements relating to the processing of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition. • Information technology system failures, network disruptions and breaches in data security – including as a result of artificial intelligence – could adversely affect us. • Competition from established producers and new entrants, and further industry consolidation, could adversely affect our business, financial condition and results of operations.
Risks Relating to Our Common Stock • Our largest stockholders control a significant percentage of our voting power. • Outstanding warrants and future securities issuances could dilute existing stockholders. • The market price and trading volume of our Common Stock may be volatile. • We incur significant costs as a U.S.-listed public company. • An active trading market for our Common Stock may not be sustained. • We do not anticipate paying dividends for the foreseeable future. • Securities or industry analyst coverage may adversely affect our trading value. • Our status with the SEC as an Emerging Growth Company and Smaller Reporting Company allows reduced disclosure, which may make our Common Stock less attractive. • Internal control or disclosure-control failures could affect investor confidence. • Anti-takeover provisions and exclusive-forum provisions may limit stockholder rights. • Future capital raising may substantially dilute stockholders or adversely affect our Common Stock. • Failure to satisfy Nasdaq continued listing standards could result in delisting. • Sales of our Common Stock could reduce its market price. • We are a holding company and depend on subsidiaries to fund operations and expenses.
Risks Relating to the Pending Acquisition • The pending Acquisition and additional businesses or assets we may acquire, joint ventures we may form or investments in other companies we may make in the future may be unsuccessful and may harm our operating results and prospects. • The Acquisition is subject to closing conditions and may not be completed, and the Asset Purchase Agreement may be terminated in accordance with its terms. • The consideration payable under the Asset Purchase Agreement is fixed and will not be adjusted based on our performance. • The Acquisition will involve substantial costs. • Our stockholders may not realize a benefit from the Acquisition commensurate with the ownership dilution they will experience in connection with the Acquisition. • SVM is currently not a U.S. public reporting company and the obligations associated with integrating the operations related to the SVM Assets into a public company may require significant resources and management attention. • We anticipate our indebtedness will increase upon completion of the Acquisition and may have the effect of heightening other risks we now face.
CAUTIONARY NOTE REGARDING RESERVES Unless otherwise indicated, all mineral resource and reserve estimates included in this report have been prepared in accordance with, and are based on the relevant definitions set forth in, the SEC’s Mining Disclosure Rules and Regulation S-K 1300 (each as defined below).
Mining disclosure in the United States was previously required to comply with SEC Industry Guide 7 (the “SEC Industry Guide 7”) under the Exchange Act.
In accordance with the SEC’s Final Rule 33-10570, Modernization of Property Disclosure for Mining Registrants, the SEC has adopted final rules, effective February 25, 2019, to replace SEC Industry Guide 7 with new mining disclosure rules (the “Mining Disclosure Rules”) under subpart 1300 (Title 17, Part 229, Items 601 and 1300 through 1305) of Regulation S-K (“Regulation S-K 1300”) of the Securities Act.
Regulation S-K 1300 replaces the historical property disclosure requirements included in SEC Industry Guide 7.
Regulation S-K 1300 uses the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”)-based classification system for mineral resources and mineral reserves and accordingly, under Regulation S-K 1300, the SEC now recognizes estimates of “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred Mineral Resources,” and requires SEC-registered mining companies to disclose in their SEC filings specified information concerning their mineral resources, in addition to mineral reserves.
In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to international standards.
The SEC Mining Disclosure Rules more closely align SEC disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards.
While the SEC now recognizes “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred Mineral Resources” under the SEC Mining Disclosure Rules, investors should not assume that any part or all of the mineral deposits in these categories will be converted into a higher category of mineral resources or into mineral reserves.
Investors are also cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources are guarantees of actual resource amounts or that such amounts will be economically or legally mineable.
The following terms, as defined in Regulation S-K 1300, apply within this Annual Report on Form 10-K: Measured Mineral Resource (“Measured” or “Measured Mineral Resource”) is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling.
The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit.
Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Indicated Mineral Resource (“Indicated” or “Indicated Mineral Resource”) is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling.
The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.
Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
Inferred Mineral Resource (“Inferred” or “Inferred Mineral Resource”) is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.
Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
Mineral Reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project.
More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Probable Mineral Reserve (“Probable” or “Probable Mineral Reserve”) is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Proven Mineral Reserve (“Proven” or “Proven Mineral Reserve”) is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.
Incorporated by reference as Exhibit 96.1 to this filing is a Preliminary Feasibility Study and Technical Report Summary, dated September 17, 2026 (the “PFS”).
The purpose of the PFS is to support the disclosure of mineral resource and reserve estimates for the Project, which are further described in the Business and Properties item of this report.
The PFS was prepared in accordance with the SEC’s Mining Disclosure Rules and Regulation S-K Subpart 1300 and Item 601(b)(96) (technical report summary).

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Item 1A-Risk Factors” and elsewhere in this Annual Report, any of which could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made.
We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Additionally, you should refer to the “Cautionary Note Regarding Forward-Looking Statements.” References within this MD&A to the “Company,” “we,” “our,” and “us,” refer to 5E Advanced Materials, Inc., and its subsidiaries.
Overview 5E Advanced Materials, Inc. is a development stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron derivative materials whose mission is to enable decarbonization, increase food security, and ensure domestic supply of critical materials.
Our vision is to safely process borates and other industrial minerals through sustainable best practices and a continuous improvement mindset.
We hold 100% of the rights through ownership and lode claims filed with the United States Bureau of Land Management in the 5E Boron Americas (Fort Cady) Complex (the “Project”) located in southern California through our wholly owned subsidiary 5E Boron Americas LLC (formerly Fort Cady (California) Corporation (“5EBA”)).
In 2022, our facility was designated as Critical Infrastructure by the U.S.
Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.
Recent Developments Preliminary Feasibility Study, Technical Report Summary, Capital Estimate and Timeline to Final Investment Decision In August 2025, we issued our Preliminary Feasibility Study (“PFS”) prepared in accordance with Regulation S-K 1300, which focuses on Phase 1 development of our Fort Cady Project to develop a 130,000 short ton per annum boric acid plant.
We believe the PFS demonstrates a world-class resource, management’s firm understanding and direction for the business, which can position the Company to achieve profitability, generate cash flow, and reduce risk.
Due to the current favorable market backdrop and growing importance of critical materials, we continue to focus primarily on further defining our boron reserves, and to work towards developing a commercial-scale commercial facility for the production of borates, calcium chloride and gypsum.
The PFS was based upon converting approximately 41% of our total mineral resource and established approximately 5.3 million short tons of boric acid reserves with an average grade of 8.03% (B 2 O 3 ) and an initial 39.5 year life of mine utilizing an in-situ leaching mining method.
The financial model for the economic analysis included in the PFS was based upon a third-party preliminary market study which evaluated future supply and demand thematics for the boric acid market, as well as capital estimates developed by our EPC firm, Fluor Enterprises, Inc.
FEL-3 engineering is expected to provide the necessary estimates to publish a final feasibility study and reach a final investment and construction decision for Phase 1 of the proposed commercial-scale complex during the middle of calendar year-2026.
Based upon progress to date, we are now targeting to reach initial commercial production from Phase 1 in the second-half of calendar year 2028.
Although our PFS focused on Phase 1 of commercial production, we have retained optionality for Phase 2 and Phase 3, at which point full operation would include 450,000 short tons of boric acid.
Wellfield During July 2025, we converted two of our existing vertical injection recovery wells to horizontal-side tracks where each well now extends approximately 1,500 feet into high grade colemanite zones of the Project.
The mine plan incorporated into the PFS contemplates the installation of 27 horizontal wells and the use of jet pumps for artificial lift.
Over the next several months, we plan to operate these newly drilled horizontal injection recovery wells to refine our operational strategy for the proposed commercial-scale wellfield and to confirm expectations related to head grade.
We expect to submit a final mine plan to the EPA for review based on the performance of the horizontal-side track wells.
Fiscal Year 2025 Highlights and Future Considerations Operational Highlights Operational Update During the first fiscal quarter of the year, we optimized and steadied production rates of boric acid at one short ton per day at the SSF and successfully programmed crystallization to operate in an automated mode such that distillation occurred based on feed concentration, improving both boric acid consistency, yield and quality.
During this time, the SSF’s belt filter spray nozzle systems were optimized to maintain sulfur content below 100 ppm, which is lower than levels specified by customers in our qualification program.
Also during this time, we began to remove metal salts as calcium levels and metal salts had lagged boric acid leach rates to this point.
Calcium content increased to greater than 20,000 ppm, necessitating the production of a calcium-based byproduct.
During the second fiscal quarter, we continued to optimize plant-level production rates and streamlined overall operations and our production process.
Such efforts resulted in operating cost reductions and an improvement in the quality and consistency of our boric acid production.
During the third fiscal quarter, we focused our efforts on obtaining plant data to inform our byproduct selection, which included the considerations of solution feed profiles that inform raw material utilizations that drive operating expenses, which enabled us to have a more refined view of our future capital needs and operating expense profile.
We have tested and produced samples of a 38% calcium chloride solution and a calcium-based product that we believe are representative of what could be produced on a commercial scale, and samples of these products have been provided to potential future customers.
We continue to evaluate our byproduct selection, including consideration for the potential to modulate production of both a calcium-based byproduct and calcium chloride to maximize the future economics of the Project.
During the final fiscal quarter of the year, we focused our efforts on customer qualification by shipping product samples to a diverse group of potential customers, while simultaneously carrying out tests and activities aimed at optimizing our future wellfield design, improving wellfield head-grade, and optimizing our process for crystallization of boric acid.
For the foreseeable future, we anticipate maintaining boric acid production rates of one short ton per day while the SSF continues to provide the necessary data to inform and refine the design of the Commercial-Scale Facility, explore ways to optimize our wellfield design and related capital costs, and progress our customer qualification program, while striving to minimize liquidity impacts of the continued operation of the SSF.
We believe that the information, data and operating results that have come, and will come, from the operation of the SSF will enable us to design the most efficient commercial-scale facility with optimized project economics.
Commercial Team Strategic Hires In October 2024, Mark Zamek became our Vice President of Commercial Products, and Kenneth Hoo became our Vice President of Commercial Products - APAC.
Zamek has over 20 years of direct industry experience, having held various senior roles across sales and marketing functions at the largest global borate producers.
Zamek served as a consultant for Eti Maden, where he advised the U.S.-focused boron operations on commercial strategy and market expansion initiatives.
Zamek served in numerous strategic sales and marketing roles for over twenty years with Rio Tinto’s U.S.
Borax, most recently as Key Global Accounts Manager where he was responsible for managing the company’s largest global borates contract.
Hoo has over 17 years of borates industry experience, having held several sales roles at the largest global borate producers, as well as consumers.
Hoo served as a Sales Manager at Rio Tinto Group, where he specialized in a variety of products, notably borates.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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