UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ___________

Commission File Number: 001-41279

5E ADVANCED MATERIALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	87-3426517
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

     9329 Mariposa Road, Suite 210
Hesperia, CA

     92344

     (Address of principal executive offices)

     (Zip Code)

(442) 221-0225

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class
 
     Trading
Symbol(s)
 
     Name of each exchange
on which registered

     Common Stock, $0.01 par value

     FEAM

     The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May~~November 1412, 2025, there were 2022,~~017~~444,~~746~~587 shares of the Registrant’s common stock, $0.01 par value per share, outstanding.

Table of Contents

		Page
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Equity	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2219
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3127
Item 4.	Controls and Procedures	3228
Part II - Other Information
Item 1.	Legal Proceedings	3329
Item 1A.	Risk Factors	3329
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3429
Item 3.	Defaults Upon Senior Securities	3429
Item 4.	Mine Safety Disclosures	3429
Item 5.	Other Information	3429
Item 6.	Exhibits	3631
Signatures		3732

References herein to the “Company,” “we,” “our,” “us,” and "5E" refer to 5E Advanced Materials, Inc., and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended ~~March~~September 3130, 2025, and documents incorporated by reference herein (this “Form 10-Q) include statements that express our and our subsidiaries’ opinions, expectations, beliefs, plans, goals objectives, assumptions or projections regarding future events or future financial performance and results, financial condition, business strategy, 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. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “forecasts,” “budgets,” “targets,” “aims,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, and in each case including their negative or other variations of comparable terminology. However, not all forward-looking statements contain these identifying words. All statements other than statements of historical fact contained in this Quarterly Report, including without limitation, statements regarding our results of operations and financial position, business strategy, plans and prospects, our ability to secure additional financing and continue as a going concern, our Preliminary Feasibility Study (as defined herein), our purchase order commitments, our vision of becoming a leading global supplier of borates and advanced boron materials and our ability to continue to operate the small-scale facility (the “SSF”) and develop the Project (each as defined herein), production forecasts and capital expenditure estimates. Forward-looking statements reflect management’s expectations regarding our future growth, results of operations, operational and financial performance and business prospects and opportunities. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting our business.

The forward-looking statements in this Form 10-Q are only predictions. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including risks described ~~under the heading “Part II, Item 1A. – Risk Factors”~~ in ~~this Quarterly Report on Form 10-Q, and in~~ our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, 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.

Other sections of this Quarterly Report on Form 10-Q include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment.

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 Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q and the documents that we reference or incorporate by reference in this Quarterly Report on Form 10-Q 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 U.S. Securities and Exchange Commission (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 our latest Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, and this Quarterly Report on Form 10-Q.

Part I - Financial Information

Item 1. Financial Statements.

5E ADVANCED MATERIALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share data)

	March 31,			June 30,
	September 30,			June 30,
	2025			~~2024~~2025
ASSETS
Current assets:
Cash and cash equivalents	$	45,~~032~~468		$	43,~~896~~836
Prepaid expenses and other current assets		~~547~~451			~~1,913~~777
Total current assets		45,~~579~~919			64,~~809~~613
Mineral rights and properties, net		7,~~622~~702			7,~~616~~735
Construction in progress		2,~~052~~865			~~608~~3,050
Properties, plant and equipment, net		5850,~~665~~559			7353,~~872~~658
Reclamation bond deposit		319			311
Reclamation bond deposits		1,551			1,532
Right of use asset		~~172~~123			~~282~~141
Other assets		—			6
Total assets	$	68,719		$	70,729
Total assets	$	73,409		$	89,504
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	67,~~056~~341		$	96,~~567~~352
Lease liabilities, current		9184			~~141~~81
Total current liabilities		67,~~147~~425			96,~~708~~433
Long-term debt, net		3311			~~64,831~~22
Convertible note derivative liabilities		—			3,315
Lease liabilities		46			68
Lease liabilities		90			149
Asset retirement obligations		1,040			1,016
Asset retirement obligations		877			795
Total liabilities		8,522			7,539
Total liabilities		7,147			78,798
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par value; 360,000 shares authorized; 17,996 and 2,753 shares outstanding March 31, 2025 and June 30, 2024, respectively		180			28
Common stock, $0.01 par value; 360,000 shares authorized; 22,445 and 20,018 shares outstanding September 30, 2025 and June 30, 2025, respectively		224			200
Additional paid-in capital		~~287~~302,~~924~~219			~~210~~294,~~679~~546
Retained earnings (accumulated deficit)		(~~221~~242,~~842~~246	)		(~~200~~231,~~001~~556	)
Total stockholders’ equity		6660,~~262~~197			1063,~~706~~190
Total liabilities and stockholders’ equity	$	7368,~~409~~719		$	8970,~~504~~729

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5E ADVANCED MATERIALS, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	Three months ended March 31,						Nine months ended March 31,
	Three months ended September 30,
	2025			2024			~~2025~~			~~2024~~
Operating expenses:
Project expenses	$	1,~~050~~156		$	1,~~155~~554		$	~~4,283~~		$	~~4,169~~
Small-scale facility operating costs		~~897~~833			—1,587			~~3,564~~			—
General and administrative		3,~~265~~432			24,~~997~~798			~~11,342~~			~~16,431~~
Research and development		—			—			—			45
Depreciation and amortization expense		5,314			4,972
Depreciation and amortization expense		4,992			53			14,955			159
Total operating expenses		10,735			12,911
Total operating expenses		10,204			4,205			34,144			20,804
Income (loss) from operations		(10,735	)		(12,911	)
Income (loss) from operations		(10,204	)		(4,205	)		(34,144	)		(20,804	)
Non-operating income (expense):
Non-operating income (expense):
Interest income		55			23
Interest income		21			73			68			215
Other income		—			1
Other income		—			4			4			7
Derivative gain		—			2,187
Gain (loss) on extinguishment of debt		17,333			(20,953	)		17,333			(20,953	)
Interest expense		(6	)		(2,155	)
Derivative gain (loss)		—			—			1,357			—
Other expense		(4	)		(4	)
Interest expense		(1,869	)		(822	)		(6,454	)		(4,348	)
Total non-operating income (expense)		45			52
Other expense		(1	)		(2	)		(5	)		(8	)
Income (loss) before income taxes		(10,690	)		(12,859	)
Total non-operating income (expense)		15,484			(21,700	)		12,303			(25,087	)
Income tax expense (benefit)		—			—
Income (loss) before income taxes		5,280			(25,905	)		(21,841	)		(45,891	)
Net income (loss)	$	(10,690	)	$	(12,859	)
Income tax provision (benefit)		—			—			—			—
Net income (loss) per common share — basic and diluted	$	(0.51	)	$	(4.52	)
Net income (loss)	$	5,280		$	(25,905	)	$	(21,841	)	$	(45,891	)
Weighted average common shares outstanding — basic and diluted		20,993			2,846
Net income (loss) per common share:
Basic	$	0.73		$	(10.18	)	$	(5.05	)	$	(21.56	)
Diluted	$	(0.97	)	$	(10.18	)	$	(5.05	)	$	(21.56	)
Weighted average common shares outstanding — basic		7,207			2,544			4,329			2,129
Weighted average common shares outstanding — diluted		10,452			2,544			4,329			2,129

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5E ADVANCED MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine months ended March 31,
	Three months ended September 30,
	2025			2024
Cash Flows From Operating Activities:
Net income (loss)	$	(2110,~~841~~690	)	$	(4512,~~891~~859	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		145,~~955~~314			~~159~~4,972
Share based compensation		1,841			2,088
Share-based compensation		302			1,350
Loss on extinguishment of debt		(17,333	)		20,953
Common stock issued for services		71			—
Unrealized (gain) loss on convertible note derivatives		(1,357	)		—
Gain on convertible note derivatives		—			(2,187	)
Transaction costs incurred in troubled debt restructuring		(837	)		—
Accretion of asset retirement obligations		24			19
Accretion of asset retirement obligations		59			53
Amortization of debt issuance costs and discount — convertible notes		—			324
Amortization of debt issuance costs and discount — convertible notes		1,095			3,306
Amortization of right of use asset		18			39
Amortization of right of use asset		110			120
Interest earned on reclamation bond		(19	)		—
Interest earned on reclamation bond		(8	)		—
Change in:
Prepaid expenses and other current assets		~~1,366~~326			~~(204~~655	)
Accounts payable and accrued liabilities		~~4,543~~356			~~(221~~1,312	)
Net cash used in operating activities		(174,~~407~~298	)		(196,~~637~~375	)
Cash Flows From Investing Activities:
Construction in progress		(~~1,377~~527	)		(~~5,790~~475	)
Properties, plant and equipment additions		(~~104~~919	)		(8811	)
Refund on previously acquired equipment		86—			—86
Net cash used in investing activities		(1,~~395~~446	)		(~~5,878~~400	)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock and warrants, net of issuance costs		37,~~018~~455			153,~~794~~144
Proceeds from debt exchange transaction, net of issuance costs		4,891			—
Proceeds from issuance of convertible notes		—			6,000
Proceeds from issuance of convertible notes		11,000			—
Debt issuance costs		—			(282	)
Debt issuance costs		(764	)		(2,586	)
Payments on note payable		(11	)		(10	)
Payments on note payable		(31	)		(30	)
Taxes paid for equity award vesting		(68	)		(122	)
Taxes withheld for equity award vesting		(176	)		—
Net cash provided by financing activities		7,376			8,730
Net cash provided by financing activities		17,938			13,178
Net increase (decrease) in cash and cash equivalents		1,632			1,955
Net increase (decrease) in cash and cash equivalents		(864	)		(12,337	)
Cash and cash equivalents at beginning of period		3,836			4,896
Cash and cash equivalents at beginning of period		4,896			20,323
Cash and cash equivalents at end of period	$	5,468		$	6,851
Cash and cash equivalents at end of period	$	4,032		$	7,986
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	36		$	221
Noncash Investing and Financing Activities:
Accounts payable and accrued liabilities change related to capital additions	$	(220	)	$	2,365
Construction in progress transferred to properties, plant and equipment (Note 4)	$	2,119		$	—
Accounts payable and accrued liabilities change related to equity issuance costs		—			—
Accounts payable and accrued liabilities change related to capital additions		550			(442	)
Accounts payable and accrued liabilities change related to debt issuance costs		~~(271~~—	)		—(85	)
Recognition of operating lease liability and right of use asset		—			234
Accounts payable and accrued liabilities change related to equity issuance costs		62			121
Interest paid through issuance of additional convertible notes (Note 7)		7,441			3,961
Interest paid through issuance of additional convertible notes		—			3,126
Increase in asset retirement costs	$	23		$	—
Fair value of common stock issued in exchange for services		71			—
Convertible note derivatives liability reclassification to equity (Note 8)		3,601			—
Increase in asset retirement costs	$	—		$	23
Net fair value of equity interest exchanged for convertible notes (Note 7)		65,059			—
Increase in net long-term debt resulting from modification (Note 7)		—			20,954

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5E ADVANCED MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balance at June 30, 2023		1,921	$	19	$	191,535		$	(137,988	)	$	53,566
Balance at June 30, 2024		2,753	$	28	$	210,679		$	(200,001	)	$	10,706
Vesting of restricted share units		2		—		(31	)		—			(31	)
Issuance of common stock, net of offering costs		232		2		1,520			—			1,522
Share based compensation expense		—		—		599			—			599
Issuance of warrants, net of offering costs		—		—		1,502			—			1,502
Net income (loss)		—		—		—			(9,370	)		(9,370	)
Vesting of restricted share units		10		—		(127	)		—			(127	)
Balance at September 30, 2023		1,923	$	19	$	192,103		$	(147,358	)	$	44,764
Share-based compensation expense		—		—		1,350			—			1,350
Vesting of restricted share units		—		—		(62	)		—			(62	)
Net income (loss)		—		—		—			(12,859	)		(12,859	)
Share based compensation expense		—		—		906			—			906
Balance at September 30, 2024		2,995	$	30	$	214,924		$	(212,860	)	$	2,094
Net income (loss)		—		—		—			(10,616	)		(10,616	)
Balance at December 31, 2023		1,923	$	19	$	192,947		$	(157,974	)	$	34,992
Issuance of common stock, net of offering costs		829		9		15,785			—			15,794
Share based compensation expense		—		—		583			—			583
Net income (loss)		—		—		—			(25,905	)		(25,905	)
Balance at March 31, 2024		2,752	$	28	$	209,315		$	(183,879	)	$	25,464

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity
Balance at June 30, 2024		2,753	$	28	$	210,679		$	(200,001	)	$	10,706
Balance at June 30, 2025		20,018	$	200	$	294,546		$	(231,556	)	$	63,190
Issuance of common stock, net of offering costs		~~232~~2,374		224		17,~~520~~368			—			17,~~522~~392
Issuance of warrants, net of offering costs		—		—		1,502			—			1,502
Vesting of restricted share units		33		—		(68	)		—			(68	)
Vesting of restricted share units		10		—		(127	)		—			(127	)
Common stock issued for services		20		—		71			—			71
Share based compensation expense		—		—		~~1,350~~302			—			~~1,350~~302
Net income (loss)		—		—		—			(1210,~~859~~690	)		(1210,~~859~~690	)
Balance at September 30, 2024		2,995	$	30	$	214,924		$	(212,860	)	$	2,094
Balance at September 30, 2025		22,445	$	224	$	302,219		$	(242,246	)	$	60,197
Vesting of restricted share units		1		—		(9	)		—			(9	)
Share based compensation expense		—		—		179			—			179
Convertible note derivative liability reclassification		—		—		3,601			—			3,601
Net income (loss)		—		—		—			(14,262	)		(14,262	)
Balance at December 31, 2024		2,996	$	30	$	218,695		$	(227,122	)	$	(8,397	)
Shares issued in debt exchange:
Debt exchange, net of issuance costs		13,587		136		56,962			—			57,098
Common stock, net of issuance costs		1,408		14		4,362			—			4,376
Warrants, net of issuance costs		—		—		7,639			—			7,639
Vesting of restricted share units		5		—		(46	)		—			(46	)
Share based compensation expense		—		—		312			—			312
Net income (loss)		—		—		—			5,280			5,280
Balance at March 31, 2025		17,996	$	180	$	287,924		$	(221,842	)	$	66,262

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5E ADVANCED MATERIALS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Financial Statement Presentation

These unaudited condensed consolidated financial statements (herein after referred to as “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and should be read in the context of the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, filed with the U.S. Securities and Exchange Commission ~~(“SEC”)~~ on September 929, ~~2024~~2025. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of ~~March~~September 3130, 2025, results of operations for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024 and cash flows for the ~~nine~~three months ended ~~March~~September 3130, 2025 and 2024 have been included. Operating results for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, ~~2025~~2026.

~~Effective~~Basis April 1, 2024, the Company placed the Small-Scale Facility (the “SSF”) into full operation, and accordingly all direct operating costs associated with the SSF, including raw materials, labor, and maintenance, have been separately classified as Small-scale operating costs within the Company’s condensed consolidated statements of ~~operations after such date. Prior to April 1, 2024, these direct costs have not been reclassified and remain either as Project expenses or General and administrative costs, as appropriate.~~ Consolidation

~~Basis~~The unaudited condensed consolidated financial statements comprise the financial statements of ~~Consolidation~~5E Advanced Materials, Inc. and its wholly owned subsidiaries, American Pacific Borates Pty Ltd. and 5E Boron Americas, LLC (formerly Fort Cady (California) Corporation, (“5EBA”)), (collectively, the “Company”). The Company holds 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 its ownership of 5EBA. In preparing the condensed consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated.

~~The~~Reverse ~~unaudited~~Stock condensed consolidated financial statements comprise the financial statements of 5E Advanced Materials, Inc. and its wholly owned subsidiaries, American Pacific Borates Pty Ltd. and 5E Boron Americas, LLC (formerly Fort Cady (California) Corporation, (“5EBA”)), (collectively, the “Company”). The Company holds 100% of the mineral 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 its ownership of 5EBA. In preparing the condensed consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated.Split

On February 14, 2025 (the “Effective Time”), the Company completed a 1-for-23 reverse stock split (the “Reverse Stock Split”). As a result of the Reverse Stock Split, at the Effective Time, every 23 shares of the Company's issued and outstanding shares of common stock, par value $0.01 (“Common Stock”) immediately prior to the Effective Time, were automatically converted into one validly issued, fully-paid and non-assessable share of Common Stock. These notes to the unaudited condensed consolidated financial statements and the accompanying unaudited condensed consolidated financial statements give retroactive effect to the Reverse Stock Split for all periods presented.

OnDebt January 21, 2025, at an annual meeting of stockholders, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, par value $0.01 (“Common Stock”) at a ratio ranging from any whole number between 1-for-10 and 1-for-25, with the exact ratio within such range to be determined by the Company’s Board of Directors (the “Board”) in its discretion. On February 3, 2025, the Board approved a 1-for-23 Reverse Stock Split, which became effective at 5:00 p.m., Eastern Time on February 14, 2025 (the “Effective Time”), upon filing of an amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware (the “Reverse Stock Split”). Exchange

AsDuring March 2025, the Company completed a ~~result~~debt ofrestructuring ~~the~~transaction ~~Reverse~~with ~~Stock~~BEP ~~Split,~~Special atSituations ~~the~~IV ~~Effective~~LLC ~~Time~~(“Bluescape”), ~~every~~Meridian 23Investments ~~shares~~Corporation of(“Meridian”) ~~the~~and ~~Company's~~Ascend ~~issued~~Global Investment Fund SPC, for and ~~outstanding~~on ~~shares~~behalf of ~~Common~~Strategic ~~Stock~~SP ~~immediately~~(together ~~prior~~with toMeridian, ~~the~~“Ascend”) ~~Effective~~in ~~Time,~~connection ~~were~~with ~~automatically~~certain ~~converted,~~restructuring ~~without~~and ~~any~~recapitalization ~~action~~transactions onwith respect to the ~~part~~Company’s ofcapital structure (collectively the ~~holder~~“Exchange ~~thereof~~Transaction”), ~~into~~including ~~one~~the ~~validly~~Company’s ~~issued,~~Convertible ~~fully-paid~~Notes ~~and~~(as ~~non-assessable~~defined ~~share~~in ofNote ~~Common~~7-Debt) ~~Stock,~~issued ~~subject~~pursuant to the ~~treatment~~Amended ofand ~~fractional~~Restated ~~shares~~Note Purchase Agreement (as ~~described~~defined ~~below~~in Note 7-Debt). The Exchange Transaction resulted in:

•

~~The~~the ~~Charter~~issuance ~~Amendment~~of ~~did~~an ~~not~~aggregate ~~affect the number~~ of ~~authorized~~13,586,524 shares of the Company’s Common Stock oron ~~the~~March ~~par~~5, ~~value~~2025, ofto ~~each~~Ascend ~~share~~and ofBluescape ~~Common~~upon ~~Stock.~~exchange ~~The number~~ of ~~CHESS~~all ~~Depositary Interests (“CDIs”) in respect~~ of the ~~Company’s~~outstanding ~~shares~~Convertible ofNotes ~~Common~~(as ~~Stock~~defined ~~outstanding~~in ~~immediately~~Note ~~prior~~7-Debt) toand the ~~effectiveness~~extinguishment of ~~the~~all ~~Reverse~~indebtedness ~~Stock~~owed ~~Split was proportionately reduced~~ by the ~~final~~Company ~~split~~under ~~ratio,~~the ~~subject~~Amended toand ~~rounding.~~Restated ~~The~~Note ~~1:10~~Purchase ~~share-to-CDI~~Agreement ~~ratio~~(as ~~was~~defined ~~not~~in ~~affected~~Note by7-Debt) (the ~~Reverse Stock Split.~~ “Exchange”);

•

Nothe ~~fractional~~issuance ~~shares~~and ofsale ~~Common~~by ~~Stock~~the orCompany ~~CDIs~~of ~~were~~1,408,173 ~~issued~~shares ~~as a result~~ of ~~the~~Common ~~Reverse~~ Stock ~~Split.~~to ~~Holders~~Ascend ~~who~~and ~~otherwise~~Bluescape ~~would~~on ~~have~~March ~~been~~14, ~~entitled~~2025, toat ~~receive~~ a ~~fractional~~price per share of ~~Common~~$3.5507 ~~Stock in connection with~~ (the ~~Reverse~~“Subscription ~~Stock~~Price”) ~~Split~~for ~~received~~aggregate anet ~~cash~~proceeds ~~payment~~of inapproximately ~~lieu thereof~~$4.9 million;

•

Asthe aissuance ~~result~~by of the ~~Reverse~~Company ~~Stock Split, proportionate adjustments were made~~ to ~~the~~Ascend ~~per share exercise price~~ and ~~the~~Bluescape ~~number~~ of ~~shares~~warrants ~~issuable~~on ~~upon~~March ~~the~~13, ~~exercise~~2025 ofthat ~~all~~expire ~~outstanding~~March ~~options~~13, ~~and~~2026 ~~warrants~~ to purchase ~~shares~~up ofto ~~the~~5,632,692 ~~Company's~~shares of Common Stock, ~~and~~at a ~~proportionate~~price ~~adjustment~~per ~~was~~share ~~made~~equal to the ~~number~~Subscription ofPrice ~~shares issuable upon~~ (the ~~vesting~~“Restructuring ofWarrants”); ~~all outstanding Restricted Stock Units~~ and ~~Performance Stock Units.~~

These notes to the unaudited condensed consolidated financial statements and the accompanying unaudited condensed consolidated financial statements give retroactive effect to the Reverse Stock Split for all periods presented. 8

•

8the right of each of Ascend and Bluescape to designate two directors to serve on the Company’s Board of Directors (“Board”) for so long as such party beneficially owns 25% of the Company’s Common Stock and one director to serve on the Company's Board for so long as such party beneficially owns 10% of the Company's Common Stock.

~~Debt~~Going ~~Exchange and Related Agreements~~Concern

OnManagement ~~January~~evaluated 14whether there are conditions and events, ~~2025~~considered in the aggregate, that raise substantial doubt about the Company's ~~entered~~ability ~~into~~to continue as a ~~Restructuring~~going ~~Support~~concern ~~Agreement~~for (one year after the ~~“Restructuring~~date ~~Support~~that ~~Agreement”)~~these ~~with~~condensed ~~BEP~~consolidated ~~Special~~financial ~~Situations~~statements IVare ~~LLC~~issued. ~~(“Bluescape”)~~When substantial doubt exists, ~~Meridian~~management ~~Investments~~evaluates ~~Corporation~~whether ~~(“Meridian”)~~the ~~and~~mitigating ~~Ascend~~effect ~~Global~~of ~~Investment~~its ~~Fund~~plans ~~SPC,~~sufficiently ~~for~~alleviates ~~and~~substantial ondoubt ~~behalf~~about ofthe ~~Strategic~~Company's SPability ~~(together~~to ~~with~~continue ~~Meridian~~as a going concern. The mitigating effect of management's plans, ~~“Ascend”~~however, is only considered if both (1) init ~~connection~~is ~~with~~probable ~~certain~~that ~~restructuring~~the ~~and~~plans ~~recapitalization~~will ~~transactions~~be ~~with~~effectively ~~respect~~implemented towithin one year after the ~~Company’s~~date ~~capital~~that ~~structure~~the financial statements are issued, and (~~collectively~~2) it is probable that the ~~“Exchange~~plans, ~~Transaction”)~~when implemented, ~~including~~will mitigate the ~~Company’s~~relevant ~~Convertible~~conditions ~~Notes~~or ~~(as~~events ~~defined~~that inraise ~~Note~~substantial ~~7–Debt)~~doubt ~~issued~~about ~~pursuant~~the Company’s ability to ~~the~~continue ~~Amended~~as ~~and~~a ~~Restated~~going ~~Note~~concern ~~Purchase~~for ~~Agreement~~one ~~(as~~year ~~defined~~after inthe ~~Note~~date ~~7–Debt)~~that bythe ~~and~~condensed ~~among~~consolidated ~~the~~financial ~~Company,~~statements ~~Bluescape,~~are ~~Ascend~~issued. In performing this analysis, ~~the~~management ~~Guarantors~~concluded ~~from~~there ~~time~~continues to ~~time~~exist ~~party~~substantial ~~thereto~~doubt ~~and~~regarding ~~Alter~~the ~~Domus~~Company’s ~~(US)~~ability ~~LLC,~~to continue as ~~collateral~~a ~~agent~~going concern.

~~Pursuant~~Although the August 2025 Equity Offering (as further described and defined in Note 10-Equity) provided net cash proceeds of approximately $7.7 million (exclusive of related costs that remain payable as of September 30, 2025) and improved the Company’s cash position, and while the Company continues to operate under a business plan that includes reductions in certain spending, management anticipates the ~~Restructuring~~need ~~Support~~for ~~Agreement~~additional financing within the next twelve months to maintain its operations. The receipt of potential funding cannot be considered probable at this time because these plans are not entirely within management's control as of the date of these condensed consolidated financial statements. Therefore, there exists substantial doubt regarding the ~~parties~~Company's ~~agreed~~ability to ~~implement~~continue as a going concern. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the ~~Exchange~~aforementioned ~~Transaction~~substantial ~~either~~doubt regarding the Company's ability to continue as ~~an:~~a going concern. If the Company is unable to raise additional capital or generate cash flows necessary to fund its operations, the Company will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect its business, financial condition, results of operations, and prospects.

~~Out-of-Court~~These ~~Restructuring:~~financial ~~Subject~~statements tohave been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of ~~customary~~liabilities ~~conditions,~~in ~~including~~the ~~approval~~ordinary bycourse of business and do not include any adjustments relating to the ~~Company’s~~recoverability ~~stockholders,~~and aclassification ~~recapitalization~~of ~~through,~~recorded ~~among~~asset ~~other~~amounts ~~things:~~or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

~~pursuant~~Financial to an Exchange Agreement dated January 14, 2025 among the Company, Ascend and Bluescape (the “Exchange Agreement”), the issuance of an aggregate of 13,586,524 shares of the Company’s Common Stock, to Ascend and Bluescape upon exchange of all of the outstanding Convertible Notes (as defined in Note 7–Debt) (the “Exchange”); Instruments

~~pursuant~~The toCompany's afinancial ~~Securities~~instruments ~~Subscription~~consist ~~Agreement~~of ~~dated~~cash ~~January~~and 14cash equivalents, ~~2025~~vehicle ~~among the Company~~notes, ~~Ascend~~ and ~~Bluescape~~accounts ~~(the~~payable ~~“January~~and ~~2025~~accrued ~~Subscription~~liabilities. ~~Agreement”),~~Management ~~the~~believes ~~issuance and sale by~~ the Company ofis annot ~~aggregate~~exposed ~~of $5.0 million of Common Stock~~ to ~~Ascend~~significant ~~and~~interest, ~~Bluescape~~currency ator acredit ~~price~~risks ~~per~~arising ~~share~~from ~~equal~~these tofinancial ~~the lesser of (a) $6~~instruments.~~716~~ ~~per~~The ~~share~~fair ~~and~~values ~~(b)~~of ~~the~~these ~~volume~~instruments, ~~weighted~~due ~~average~~to ~~price~~their ~~for~~short-term ~~the~~nature, ~~Common~~with ~~Stock on~~ the ~~five~~exception ~~consecutive trading days immediately following the date~~ of the ~~Exchange~~vehicle ~~(the~~notes, ~~“Subscription~~approximate ~~Price”);~~their carrying value.

~~pursuant~~Concentrations ~~to the January 2025 Subscription Agreement, the issuance by the Company to Ascend and Bluescape~~ of warrants with a one-year term (the “Restructuring Warrants”) to purchase an aggregate number of shares of Common Stock represented by up to $20.0 million divided by the Subscription Price, at a price per share equal to the Subscription Price; and Risk

~~pursuant~~The toCompany amaintains ~~Fourth~~cash ~~Amended~~deposits ~~and~~at ~~Restated~~several ~~Investor~~major ~~and~~banks, ~~Registration~~which ~~Rights~~at ~~Agreement~~times ~~dated~~may ~~January~~exceed ~~14,~~amounts ~~2025~~covered ~~among~~by ~~the~~insurance ~~Company,~~provided ~~Ascend~~by ~~and Bluescape (~~the ~~“IRRA”),~~United ~~the~~States ~~right~~Federal ofDeposit ~~each~~Insurance ofCorporation. ~~Ascend~~Management ~~and~~monitors ~~Bluescape to designate two directors to serve on~~ the ~~Company’s~~financial ~~Board~~health ~~following the consummation~~ of the ~~Exchange~~banks ~~Transaction~~and ~~for~~believes ~~so long as such party beneficially owns 25% of~~ the Company’s ~~Common~~is ~~Stock~~not ~~and~~exposed ~~one director~~ to ~~serve~~any onsignificant ~~the~~credit ~~Company's~~risk, ~~Board~~and ~~for so long as such party beneficially owns 10% of~~ the Company's ~~Common~~has ~~Stock~~not ~~(clauses~~experienced ~~(i)~~any ~~through~~such ~~(iv), together, the “Out-of-Court Restructuring”); or~~losses.

~~In-Court~~The ~~Restructuring:~~Company’s Tooperations ~~the~~are ~~extent~~predominately ~~that~~focused ~~the~~on ~~terms of or~~ the ~~conditions~~Project, ~~precedent~~which toresults ~~the~~in ~~Out-of-Court Restructuring could not be timely satisfied or waived,~~ the Company ~~would~~being ~~file~~dependent ~~voluntary~~upon ~~pre-packaged~~a ~~cases~~single ~~under~~mining ~~chapter~~operation 11in ofa ~~title~~single 11geographic ofregion in the western United States ~~Code~~ in aCalifornia. ~~United~~The ~~States~~geographic ~~Bankruptcy~~concentration ~~Court~~of (the ~~“Bankruptcy~~Company’s ~~Court”)~~operations ~~pursuant~~may todisproportionately aexpose ~~pre-packaged~~it ~~plan~~to ofdisruptions ~~reorganization~~if (the ~~“Pre-Packaged~~region ~~Chapter~~experiences 11severe ~~Plan”) pursuant to which~~weather, ~~among~~transportation ~~other~~capacity ~~things~~constraints, ~~all~~constraints ~~existing~~on ~~equity~~the ~~interests~~availability of ~~the~~required ~~Company~~equipment, ~~would be extinguished~~facilities, ~~with~~personnel ~~Ascend~~or and Bluescape each owning their respective pro rata share of 100% of the new equity interests in the Company upon the effective date of the Pre-Packaged Chapter 11 Plan (the “In-Court Restructuring”). The Restructuring Support Agreement further provided that Ascend and Bluescape would provide a $10.0 million debtor-in-possession financing facility pursuant to a debtor-in-possession credit agreement to be agreed upon by the parties andservices, assignificant ~~necessary,~~governmental ~~approved~~regulation byor ~~the~~natural ~~Bankruptcy Court~~disasters.

OnRisks ~~March 4, 2025, at a special meeting of stockholders, the Company’s stockholders voted in favor of the Out-of-Court Restructuring,~~ and on March 5, 2025 the Exchange was completed and resulted in 13,586,524 shares of the Company’s Common Stock issued to Bluescape and Ascend, the termination of the Amended and Restated Note Purchase Agreement and the extinguishment of all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement. Uncertainties

OnThe ~~March~~Company ~~13,~~is ~~2025,~~subject ~~pursuant~~ to ~~the~~a ~~January~~number ~~2025~~of ~~Subscription~~risks ~~Agreement,~~that ~~the~~its ~~Company~~management ~~issued~~believes ~~and~~are ~~sold~~similar anto ~~aggregate~~those of ~~1,408,173~~other ~~shares~~companies of ~~Common~~similar ~~Stock~~size ~~to Bluescape~~ and ~~Ascend~~industry, atincluding abut ~~Subscription~~not ~~Price~~limited ~~of $3.5507 per share for aggregate gross proceeds of $5.0 million (the “March 2025 Subscription”). Also pursuant~~ to, the ~~January~~success ~~2025~~of ~~Subscription~~its ~~Agreement~~exploration activities, ~~the~~need ~~Company~~for ~~issued~~significant ~~Restructuring~~additional ~~Warrants~~capital to(or ~~purchase~~financing) up to anfund ~~aggregate~~operating ~~of 5~~losses,~~632,692~~ ~~shares~~competition offrom ~~Common~~substitute ~~Stock~~products ~~to Bluescape~~ and ~~Ascend.~~services ~~The~~from ~~Restructuring~~larger ~~Warrants are immediately exercisable and expire on March 13~~companies, ~~2026,~~protection ~~and~~of ~~have~~proprietary ~~an exercise price per share equal to the Subscription Price.~~

~~Going Concern~~9

~~Management~~technology, ~~evaluated~~patent ~~whether~~litigation, ~~there~~tariff ~~are~~and ~~conditions~~trade ~~and~~policy ~~events,~~impacts ~~considered~~on inoperating ~~the~~and ~~aggregate~~construction costs, ~~that~~and ~~raise~~dependence ~~substantial~~on ~~doubt~~key ~~about~~individuals. ~~the~~The Company's ~~ability~~currently generates no revenue from operations and will need to ~~continue~~rely ason araising ~~going~~additional ~~concern~~capital ~~for~~or ~~one~~financing ~~year~~to ~~after~~sustain current and planned operations in the ~~date~~long term. There can be no assurance that ~~these~~management ~~condensed~~will ~~consolidated~~be ~~financial~~successful ~~statements~~in ~~are~~its ~~issued.~~efforts ~~When~~to ~~substantial~~raise ~~doubt~~additional ~~exists~~capital on terms favorable to the Company, or at all, or in management's ~~evaluates~~ability ~~whether~~to ~~the~~adequately ~~mitigating~~reduce ~~effect~~expenses, ofif ~~its~~necessary, ~~plans~~to ~~sufficiently~~maintain ~~alleviates~~sufficient liquidity or capital resources. Refer to the Going Concern discussion above for additional details.

9Segment Information

~~substantial~~The ~~doubt~~Company ~~about~~has ~~the~~evaluated ~~Company's~~how ~~ability~~it tois ~~continue~~organized asand amanaged ~~going~~and ~~concern.~~has ~~The~~identified ~~mitigating~~only ~~effect~~one ofreportable ~~management's~~business ~~plans~~segment, ~~however,~~which is ~~only~~the ~~considered~~development ifof ~~both~~the ~~(1)~~Project. itThere ishas ~~probable~~been ~~that~~no ~~the~~change ~~plans~~in ~~will~~the bedetermination ~~effectively~~of ~~implemented~~the ~~within~~Company’s ~~one~~segment ~~year~~information ~~after~~in the ~~date~~current ~~that~~reporting period. All of the ~~financial~~Company’s ~~statements~~operations and assets are ~~issued,~~located ~~and~~in ~~(2)~~the itUnited isStates. ~~probable~~The ~~that~~operating results of the ~~plans,~~Company’s ~~when~~single ~~implemented,~~reportable ~~will~~segment ~~mitigate~~are evaluated by the ~~relevant~~Company’s ~~conditions~~Chief orExecutive ~~events~~Officer, ~~that~~who ~~raise~~has ~~substantial~~been ~~doubt~~determined ~~about~~to be the Company’s ~~ability~~Chief Operating Decision Maker (“CODM”), to ~~continue~~make askey aoperating ~~going~~decisions, ~~concern~~such ~~for~~as ~~one~~the ~~year~~allocation ~~after~~of resources and the ~~date~~evaluation ~~that~~of operating segment performance. The primary measure of profit and loss evaluated by the ~~condensed~~Company’s ~~consolidated~~CODM ~~financial~~for ~~statements~~its ~~are~~single ~~issued~~reportable segment is consolidated net income. InConsolidated ~~performing~~net ~~this~~income, ~~analysis~~total assets, ~~management~~cash ~~concluded~~flows ~~there~~and ~~continues~~all tosignificant ~~exist~~segment ~~substantial~~expense ~~doubt~~items ~~regarding~~are presented in the Company’s ~~ability~~unaudited condensed consolidated financial statements and notes to ~~continue~~the asunaudited acondensed ~~going~~consolidated ~~concern~~financial statements.

~~Although~~Recently ~~the~~Issued ~~August 2024 Equity Offering (as further described~~ and ~~defined~~Adopted inAccounting Note 10–Equity) provided net cash proceeds of approximately $3.0 million, the issuance of the September 2024 Notes and January 2025 Notes (each as further described and defined in Note 7–Debt) provided aggregate net cash proceeds of approximately $10.2 million, the March 2025 Subscription provided net cash proceeds of approximately $4.9 million, and the May 2025 Subscription (as further described and defined in Note 14-Subsequent Events provided proceeds to the Company before costs payable by the Company of approximately $7.0 million, each of which improved the Company’s cash position, and while the Company continues to operate under a business plan that includes reductions in certain spending, management anticipates the need for additional financing within the next twelve months to maintain its operations. The receipt of potential funding cannot be considered probable at this time because these plans are not entirely within management's control as of the date of these condensed consolidated financial statements. Therefore, there exists substantial doubt regarding the Company's ability to continue as a going concern. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the aforementioned substantial doubt regarding the Company's ability to continue as a going concern. If the Company is unable to raise additional capital or generate cash flows necessary to fund our operations, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects.Pronouncements

~~These~~From ~~financial~~time ~~statements~~to ~~have~~time, ~~been~~new ~~prepared~~accounting onpronouncements aare ~~going~~issued ~~concern~~by ~~basis, which contemplates~~ the ~~realization~~Financial ofAccounting ~~assets~~Standards ~~and~~Board ~~satisfaction~~(“FASB”) ofthat ~~liabilities~~are inadopted by the ~~ordinary~~Company ~~course~~as of ~~business~~the ~~and~~specified doeffective ~~not~~date. ~~include~~Unless ~~any~~otherwise ~~adjustments~~discussed, ~~relating~~management tobelieves that the ~~recoverability~~impact ~~and~~of ~~classification~~recently ofissued ~~recorded~~standards ~~asset~~did ~~amounts~~not or ~~the~~will ~~amounts~~not ~~and~~have ~~classification~~a ofmaterial ~~liabilities~~impact ~~that~~on ~~might result from~~ the ~~outcome~~Company’s ofconsolidated ~~the~~financial ~~uncertainties~~statements ~~described~~upon ~~above~~adoption.

~~Financial~~In ~~Instruments~~December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state, and foreign jurisdictions, among others. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company plans to adopt ASU 2023-09 effective for its fiscal year ending June 30, 2026.

~~The~~In ~~Company's~~November ~~financial~~2024, ~~instruments~~the ~~consist~~FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of ~~cash~~Income ~~and~~Statement ~~cash~~Expenses ~~equivalents~~(“ASU 2024-03”), ~~vehicle~~which requires the disaggregation of certain expenses in the notes of the financial statements, ~~and~~to ~~accounts~~provide ~~payable~~enhanced ~~and~~transparency ~~accrued~~into ~~liabilities.~~the ~~Management~~expense ~~believes~~captions presented on the ~~Company~~face isof ~~not~~the ~~exposed~~income tostatement. ~~significant~~In ~~interest~~January 2025, ~~currency~~the orFASB ~~credit~~issued ~~risks~~Income ~~arising~~Statement–Reporting ~~from~~Comprehensive ~~these~~Income–Expense ~~financial~~Disaggregation ~~instruments.~~Disclosures ~~The~~(Subtopic ~~fair~~220-40): ~~values~~Clarifying ofthe ~~these~~Effective ~~instruments~~Date, ~~due~~which toclarified ~~their~~the ~~short~~effective dates of ASU 2024-~~term~~03. ~~nature~~ASU 2024-03 is effective for annual reporting periods beginning after December 15, ~~with~~2026 ~~the~~and ~~exception~~interim ofperiods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. The Company is currently evaluating the ~~vehicle~~impact ~~notes~~that ASU 2024-03 will have on its related disclosures, ~~approximate~~including ~~their~~the ~~carrying~~adoption ~~value~~date and transition method.

Concentrations2. ofMineral RiskRights and Properties, Net

~~The~~Mineral ~~Company~~rights ~~maintains~~and ~~cash deposits at several major banks~~properties, ~~which~~net atconsisted ~~times~~of ~~may exceed amounts covered by insurance provided by~~ the ~~United~~following ~~States~~at ~~Federal Deposit Insurance Corporation. Management monitors~~ the ~~financial~~end ~~health~~ of ~~the~~each ~~banks~~period ~~and believes the Company is not exposed to any significant credit risk, and the Company has not experienced any such losses~~presented.

The Company’s operations are predominately focused on the Project, which results in the Company being dependent upon a single mining operation in a single geographic region in the western United States in California. The geographic concentration of the Company’s operations may disproportionately expose it to disruptions if the region experiences severe weather, transportation capacity constraints, constraints on the availability of required equipment, facilities, personnel or services, significant governmental regulation, or natural disasters.


	September 30,		June 30,
	2025		2025
	(in thousands)
Mineral properties	$	6,733	$	6,733
Hydrology wells		547		547
Asset retirement cost, net of accumulated amortization of $99 and $66 as of September 30, 2025 and June 30, 2025, respectively(1)		422		455
Mineral rights and properties, net	$	7,702	$	7,735

(1)

~~Risks~~Represents ~~and~~the ~~Uncertainties~~carrying value of capitalized costs associated with asset retirement obligations, as discussed in Note 5-Asset Retirement Obligations.

The Company is subject to a number of risks that its management believes are similar to those of other companies of similar size and industry, including but not limited to, the success of its exploration activities, need for significant additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, tariff and trade policy impacts on operating and construction costs, and dependence on key individuals. The Company currently generates no revenue from operations and will need to rely on raising additional capital or financing to sustain current and planned operations in the long term. There can be no assurance that management will be successful in its efforts to raise additional capital on terms favorable to the Company, or at all, or in management's ability to adequately reduce expenses, if necessary, to maintain sufficient liquidity or capital resources. Refer to the Going Concern discussion above for additional details.10

~~Recently~~3. ~~Issued~~Construction ~~and~~in ~~Adopted Accounting Pronouncements~~Progress

~~From~~During ~~time~~the toquarter ~~time~~ended September 30, ~~new~~2025, ~~accounting~~the ~~pronouncements~~Company ~~are~~drilled ~~issued~~horizontal bysidetracks ~~the~~from ~~Financial~~two ~~Accounting~~of ~~Standards~~its ~~Board~~existing ~~(“FASB”)~~injection ~~that~~and ~~are~~recovery ~~adopted~~wells byand ~~the~~therefore ~~Company~~transferred asapproximately $2.1 million of ~~the~~costs ~~specified~~incurred ~~effective~~that ~~date.~~were ~~Unless~~previously ~~otherwise~~recorded ~~discussed~~as construction in progress to property, ~~management~~plant ~~believes~~and ~~that~~equipment, ~~the~~inclusive ~~impact~~of amounts capitalized as construction in progress related to injection and recovery wells as of ~~recently~~June ~~issued~~30, ~~standards~~2025. ~~did~~Refer ~~not~~to orNote ~~will~~4-Properties, ~~not~~Plant ~~have~~and aEquipment, ~~material~~Net ~~impact~~for onadditional details. Construction in progress consisted of the ~~Company’s~~following ~~consolidated~~at ~~financial~~the ~~statements~~end ~~upon~~of ~~adoption~~each period presented.


	September 30,		June 30,
	2025		2025
	(in thousands)
Engineering services and vendor testing	$	2,713	$	2,525
Injection and recovery wells		—		374
Buildings		67		66
Capitalized interest		85		85
Total construction in progress	$	2,865	$	3,050

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”)4. ASU 2023-07 is intended to enhance reportable segment disclosure requirementsProperties, includingPlant significant segment expenses and interim disclosures. The guidance allows for disclosure of multiple measures of a segment’s profit or lossEquipment, and it requires that public entities with a single reportable segment provide all disclosures required by ASU 2023-07 and all existing disclosures required by the existing segment disclosure guidance. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The amendments are to be applied retrospectively, and early adoption is permitted. The Company is currently evaluating the impact that ASU 2023-07 will have on the consolidated financial statements.Net

InDuring ~~December 2023,~~ the ~~FASB~~quarter ~~issued~~ended ~~ASU~~September ~~2023-09~~30, ~~Improvements~~2025, tothe ~~Income~~Company ~~Tax~~drilled ~~Disclosures~~horizontal ~~(“ASU~~sidetracks ~~2023-09”).~~from ~~ASU~~two ~~2023-09~~of isits ~~intended~~existing toinjection ~~improve~~and ~~income~~recovery ~~tax~~wells ~~disclosures~~and ~~primarily~~therefore ~~through~~transferred ~~enhanced~~approximately ~~disclosure~~$2.1 ofmillion ~~income tax rate reconciliation items, and disaggregation~~ of ~~income~~costs ~~(loss)~~incurred ~~from~~that ~~continuing~~were ~~operations,~~previously ~~income~~recorded ~~tax~~as ~~expense~~construction ~~(benefit)~~in ~~and~~progress ~~income~~to ~~taxes paid~~property, ~~net~~plant ~~disclosures by federal, state,~~ and ~~foreign jurisdictions, among others~~equipment. ~~ASU 2023-09 is effective for annual reporting periods beginning after December 15~~Properties, ~~2024,~~plant and ~~early~~equipment, ~~adoption~~net isconsisted ~~permitted.~~of ~~The Company is evaluating~~ the ~~impact~~following ~~that~~at ~~ASU 2023-09 will have on~~ the ~~consolidated~~end ~~financial~~of ~~statements~~each ~~and~~period ~~its plan for adoption, including the adoption date and transition method~~presented.

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement. In January 2025, the FASB issued Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified the effective dates of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its related disclosures, including the adoption date and transition method.


	Depreciation	Estimated useful	September 30,			June 30,
Asset category	method	life (in years)	2025			2025
			(in thousands)
Land	N/A	—	$	1,533		$	1,533
Small-scale facility — plant	Straight-line	3.75		69,313			69,313
Injection and recovery wells	Straight-line	3.75(1)		8,253			6,134
Buildings	Straight-line	7-15		979			979
Vehicles	Straight-line	3-5		305			305
Other plant and equipment	Straight-line	5-10		817			754
				81,200			79,018
Less accumulated depreciation				(30,641	)		(25,360	)
Properties, plant and equipment, net			$	50,559		$	53,658

(1)

2Effective July 1, 2025, the estimated useful life of the injection and recovery wells were revised downward from 5 years to 3.75 ~~Mineral~~years ~~Rights~~to align with the Company’s revised operational and ~~Properties~~development plans. The costs transferred to properties, ~~Net~~plant and equipment for the horizontal sidetracks drilled during the quarter ended September 30, 2025 are being depreciated over the remaining life of such wells.

~~Mineral~~The ~~rights~~Company ~~and~~recognized ~~properties,~~depreciation ~~net~~expense ~~consisted~~ of ~~the~~approximately ~~following~~$5.3 atmillion and $5.0 million for the ~~end~~three ofmonths ~~each~~ended ~~period~~September ~~presented~~30, 2025 and 2024, respectively.

	March 31,		June 30,
	2025		2024
	(in thousands)
Mineral properties	$	6,733	$	6,733
Hydrology wells		547		547
Asset retirement cost, net of accumulated amortization of $59 and $44 as of March 31, 2025 and June 30, 2024, respectively(1)		342		336
Mineral rights and properties, net	$	7,622	$	7,616

5. Asset Retirement Obligations

~~Represents~~The change in the ~~carrying~~Company’s ~~value~~asset retirement obligations during the period presented and the balance of ~~capitalized~~its ~~costs~~accrued ~~associated~~reclamation ~~with~~liabilities ~~asset~~at ~~retirement~~the ~~obligations,~~end asof ~~discussed~~the inperiod ~~Note~~are ~~5–Asset~~set ~~Retirement~~forth ~~Obligations~~below.

3. Construction in Progress


	Three months ended
	September 30, 2025
	(in thousands)
Asset retirement obligation — beginning of period	$	1,016
Accretion		24
Asset retirement obligation — end of period	$	1,040

~~Construction in progress consisted of the following at the end of each period presented.~~11

	March 31,		June 30,
	2025		2024
	(in thousands)
Engineering services and vendor testing	$	1,967	$	608
Capitalized interest		85		—
Total construction in progress	$	2,052	$	608

6. Accounts Payable and Accrued Liabilities

11Accounts payable and accrued liabilities consisted of the following at the end of each period presented.

4. Properties, Plant and Equipment, Net


	September 30,		June 30,
	2025		2025
	(in thousands)
Accounts payable - trade(1)	$	2,560	$	893
Accrued expenses		811		841
Accrued capital expenditures		2,846		3,529
Accrued payroll		1,080		866
Income taxes payable - federal		—		179
Current portion of debt		44		44
Accounts payable and accrued liabilities	$	7,341	$	6,352

(1)

~~Properties~~Includes $1,343 ~~plant~~thousand and ~~equipment,~~$110 ~~net~~thousand ~~consisted~~related ofto ~~the~~capital ~~following~~expenditures atas ~~the~~of ~~end~~September of30, ~~each~~2025 ~~period~~and ~~presented~~June 30, 2025, respectively.

	Depreciation	Estimated useful	March 31,			June 30,
Asset category	method	life (in years)	2025			2024
			(in thousands)
Land	N/A	—	$	1,533		$	1,533
Small-scale facility — plant	Straight-line	3.75		69,328			69,619
Injection and recovery wells	Straight-line	5		6,134			6,134
Buildings	Straight-line	7-15		979			979
Vehicles	Straight-line	3-5		344			345
Other plant and equipment	Straight-line	5-10		754			729
				79,072			79,339
Less accumulated depreciation				(20,407	)		(5,467	)
Properties, plant and equipment, net			$	58,665		$	73,872

7. Debt

~~The~~Long ~~Company~~Term ~~recognized depreciation expense of approximately $5.0 million and $48 thousand for the three months ended March 31, 2025 and 2024, respectively.~~ Debt

~~The~~Long-term ~~Company~~debt ~~recognized~~consisted ~~depreciation expense~~ of ~~$14.9~~the ~~million~~following ~~and~~at ~~$145 thousand for~~ the ~~nine~~end ~~months~~of ~~ended~~each ~~March~~period ~~31, 2025 and 2024, respectively~~presented.

5. Asset Retirement Obligations


	September 30,		June 30,
	2025		2025
	(in thousands)
Vehicle notes payable		55		66
Total debt		55		66
Current portion of debt		44		44
Long-term debt		11		22

~~The~~Interest ~~change~~expense inconsisted ~~the Company’s asset retirement obligations during the period presented and the balance~~ of ~~its accrued reclamation liabilities at~~ the ~~end~~following offor ~~the~~each period ~~are set forth below~~presented.

	Nine months ended
	Three months ended September 30,
	March 31, 2025
	2025		2024
	(in thousands)
Asset retirement obligation — beginning of period	$	795
Convertible notes interest	$	—	$	1,859
Obligation incurred during the period		23
Vehicle notes interest		1		1
Revisions to previous estimates		—
Amortization of debt issuance costs and discount — convertible notes		—		324
Accretion		59
Other interest		5		—
Asset retirement obligation — end of period	$	877
Gross interest expense		6		2,184
Less: amount capitalized to construction in progress		—		29
Interest expense, net of amounts capitalized	$	6	$	2,155
Effective interest rate — convertible notes(1)	N/A			12.7	%

(1)

6The effective interest rate represents a weighted-average interest rate applicable for the respective period, for the period of time which the Convertible Notes were outstanding. ~~Accounts~~Interest ~~Payable~~expense utilized in the calculation is based upon the gross interest expense in the table above, and ~~Accrued~~the ~~Liabilities~~principal balance utilized in the calculation is based on the ending net long-term debt applicable to each interest period inclusive of unamortized debt issuance costs and discount, changes in the principal balance resulting from the issuance of any Convertible Notes, interest paid-in-kind and any adjustments resulting from the Amended and Restated Note Purchase Agreement.

~~Accounts~~Convertible ~~payable~~Notes ~~and~~- ~~accrued liabilities consisted of the following at the end of each period presented.~~Background

	March 31,		June 30,
	2025		2024
	(in thousands)
Accounts payable - trade(1)	$	1,132	$	854
Accrued expenses		860		603
Accrued capital expenditures		3,193		3,309
Accrued payroll		827		2,263
Accrued interest		—		2,496
Current portion of debt		44		42
Accounts payable and accrued liabilities	$	6,056	$	9,567

In August 2022, the Company entered into a $60.0 million private placement of senior secured convertible notes (the “August 2022 Notes”) with Bluescape, which were secured by substantially all of the Company’s assets. The August 2022 Notes were subsequently amended and restated several times to transfer certain ownership of the debt to Ascend, to modify conversion terms, extend maturities, adjust interest provisions and issue additional tranches of notes to Bluescape and Ascend (together, the “Convertible

~~Includes $45 thousand and $235 thousand related to capital expenditures as of March 31, 2025 and June 30, 2024, respectively.~~12

12Notes”). Interest on the Convertible Notes was payable semi-annually on February 15 and August 15 of each year, either in cash or through the issuance of additional notes. The agreement that governed the Convertible Notes, including the various amended and restated forms of such agreement (collectively, the “Amended and Restated Note Purchase Agreement) also included various minimum cash covenants that were periodically waived and extended.

7On March 5, 2025, the Company completed the Exchange, pursuant to which all outstanding Convertible Notes were exchanged for an aggregate 13,586,524 shares of the Company’s Common Stock (as described in more detail in Note 1-Basis of Financial Statement Presentation). ~~Debt~~The Exchange resulted in the termination of the Amended and Restated Note Purchase Agreement, the extinguishment of all related indebtedness, and the elimination of the associated minimum cash covenant.

~~Long~~Convertible ~~Term~~Notes ~~Debt~~- Activity

~~Long-term~~On ~~debt~~August ~~consisted~~15, of2024, the ~~following~~Company atelected ~~the~~to ~~end~~issue additional notes as payment for approximately $3.4 million of ~~each~~interest accrued on the Convertible Notes during the period ~~presented~~from February 16, 2024 through August 15, 2024.

	March 31,		June 30,
	2025		2024
	(in thousands)
August 2022 notes	$	—	$	65,671
June 2024 notes		—		6,000
September 2024 notes		—		—
January 2025 notes		—		—
Vehicle notes payable		77		108
Total debt		77		71,779
Current portion of debt		44		42
Long-term debt		33		71,737
Unamortized convertible note discount		—		(4,035	)
Unamortized debt issuance costs		—		(2,871	)
Long-term debt, net	$	33	$	64,831

On September 16, 2024, the Company entered into a third amendment to the Amended and Restated Note Purchase Agreement and agreed, among other things, to issue and sell $6.0 million aggregate principal amount of new senior secured convertible notes in substantially the same form and under the same terms as the then outstanding Convertible Notes (the “September 2024 Notes”) to Bluescape and Ascend.

~~Interest~~In ~~expense~~connection ~~consisted~~with ofits entry into the ~~following~~September ~~for~~2024 ~~each~~Notes, ~~period~~the ~~presented~~Company incurred approximately $454 thousand of debt issuance costs.

	Three months ended March 31,						Nine months ended March 31,
	2025			2024			2025			2024
	(in thousands)
Convertible notes interest	$	1,555		$	1,500		$	5,441		$	3,393
Vehicle notes payable interest		1			1			3			4
Amortization of debt issuance costs and discount — convertible notes		337			402			1,095			3,306
Other interest		—			—			—			19
Gross interest expense		1,893			1,903			6,539			6,722
Less: amount capitalized to construction in progress		24			1,081			85			2,374
Interest expense, net of amounts capitalized	$	1,869		$	822		$	6,454		$	4,348
Effective interest rate — convertible notes(1)		13.9	%		13.7	%		13.2	%		19.9	%

Convertible Notes - Conversion Terms

The ~~effective~~Amended ~~interest~~and ~~rate~~Restated ~~represents~~Note aPurchase ~~weighted-average~~Agreement ~~interest~~contained ~~rate~~provisions ~~applicable~~that ~~for~~allowed ~~the respective period,~~ for the ~~period~~conversion of ~~time which~~ the Convertible Notes, ~~were~~including ~~outstanding. Interest expense utilized in the calculation is based upon the gross~~ interest ~~expense~~ paid-in-kind, ~~the~~into ~~table~~shares ~~above,~~of ~~and~~ the ~~principal~~Company’s ~~balance~~Common ~~utilized~~Stock in ~~the~~various ~~calculation~~circumstances isat ~~based~~both on the ~~ending~~Company ~~net~~and ~~long-term~~holder’s ~~debt~~election ~~applicable~~at tovarious ~~each~~conversion ~~interest~~rates. ~~period inclusive of unamortized debt issuance costs and discount~~However, ~~changes~~during in the ~~principal~~period ~~balance~~over ~~resulting~~which ~~from~~ the ~~issuance of any~~ Convertible Notes, ~~interest~~were ~~paid-in-kind~~outstanding, and ~~any~~prior ~~adjustments~~to ~~resulting from~~ the ~~Amended~~Exchange, ~~and~~no ~~Restated~~such ~~Note~~conversion ~~Purchase Agreement~~occurred.

The conversion rate applicable to the Convertible Notes issued in June 2024 (the “June 2024 Notes”) and the September 2024 Notes was subject to adjustment if, after the issuance date of such notes and on or prior to December 31, 2024, the Company sold Common Stock or any other equity-linked ~~Background~~securities in one or more transactions at an effective price per share that was less than the respective conversion price then in effect, subject to certain exemptions (a “Degressive Issuance”). In the event of a Degressive Issuance, the conversion rate applicable to the respective Convertible Notes was subject to adjustment based on the weighted average issuance price of the securities sold in such Degressive Issuance, as set forth in the Amended and Restated Note Purchase Agreement. As part of the August 2024 Equity Offering (as further described and defined in Note 10-Equity), a Degressive Issuance provision applicable to the June 2024 Notes resulted in an adjustment to the conversion rate applicable only to the June 2024 Notes. A Degressive Issuance did not occur with respect to the September 2024 Notes prior to the expiration of such feature on December 31, 2024.

On August 11, 2022, the Company executed a $60.0 million private placement of senior secured convertible notes (the “August 2022 Notes”) with Bluescape, which were secured by substantially all of the Company’s assets. On January 18, 2024 (the “Modification Date”), the Company entered into an amended and restated note purchase agreement (the “January 2024 Amended and Restated Note Purchase Agreement”) which modified certain terms of the August 2022 Notes, including to extend the maturity date of the August 2022 Notes to August 15, 2028, a reduction to the conversion rate applicable to the August 2022 Notes, and fifty percent (50%) of the outstanding August 2022 Notes being acquired by Ascend and Meridian. Under the terms of the January 2024 Amended and Restated Note Purchase Agreement, the Convertible Notes ~~bore interest at an annual rate of 4.50% if paid in cash, and 10.00% if paid through the issuance of additional notes. Interest was paid semi~~-~~annually~~ ~~on February 15 and August 15 of each year.~~ Derivatives

OnThe ~~May~~Degressive ~~28,~~Issuance ~~2024,~~feature associated with the ~~Company~~June ~~entered~~2024 ~~into~~Notes aand ~~second~~September ~~amendment~~2024 ~~(“Amendment~~Notes ~~No.~~were ~~2”)~~deemed to ~~the~~be ~~January~~embedded ~~2024~~derivatives ~~Amended~~requiring bifurcation and ~~Restated~~separate ~~Note~~accounting ~~Purchase~~as ~~Agreement~~stand-alone ~~and~~derivative ~~agreed,~~instruments ~~among~~(the ~~other~~“June ~~things,~~2024 toConvertible ~~(i)~~Note ~~issue~~Derivative” and ~~sell~~“September ~~new~~2024 ~~senior~~Convertible ~~secured~~Note ~~convertible~~Derivative,” ~~notes~~respectively, inand ~~substantially~~together, the ~~same~~“Convertible ~~form~~Note ~~and~~Derivatives”) ~~under~~through ~~the~~December ~~same~~31, ~~terms~~2024. asThe ~~the~~September ~~August~~2024 ~~2022~~ Notes, aswere ~~amended,~~initially inrecorded anat ~~aggregate~~their ~~principal~~face amount of $6.0 million ~~(the~~less ~~“June~~debt ~~2024~~issuance ~~Notes”)~~costs toof ~~Bluescape,~~$454 ~~Ascend~~thousand and ~~Meridian,~~the ~~and~~fair ~~(ii)~~value ~~amend~~of ~~and restate~~ the ~~January~~September 2024 ~~Amended~~Convertible ~~and Restated~~ Note ~~Purchase~~Derivative, ~~Agreement~~which inwas ~~the~~determined ~~form attached as Annex A~~ to ~~Amendment~~be No$1.6 2million. ~~(the~~Refer ~~“May~~to ~~2024~~Note ~~Amended~~8-Convertible ~~and~~Note ~~Restated~~Derivatives ~~Note~~for ~~Purchase~~additional ~~Agreement”)~~details.

138. Convertible Notes Derivatives

OnThe ~~August~~June ~~15,~~2024 Convertible Note Derivative and September 2024 Convertible Note Derivative, ~~the~~each ~~Company~~which ~~elected~~relate to ~~issue~~the ~~additional~~June ~~notes~~2024 asNotes ~~payment~~and ~~for~~September ~~approximately~~2024 ~~$3.4~~Notes, ~~million~~respectively, ofdescribed ~~interest~~in ~~accrued~~Note on7-Debt, ~~the~~were ~~August~~valued ~~2022~~upon ~~Notes~~initial ~~during~~recognition ~~the~~and ~~period~~at ~~from~~each ~~February~~reporting ~~16,~~period ~~2024~~at ~~through~~fair ~~August~~value ~~15,~~using ~~2024,~~a with-and-without onmethodology ~~the~~utilizing ~~June~~a ~~2024~~binomial ~~Notes~~lattice ~~during~~model ~~the~~(a ~~period~~model ~~from~~which ~~issuance~~utilizes ~~through~~Level ~~August~~3 ~~15,~~fair ~~2024~~value inputs).

On September 16, 2024, the Company entered into a third amendment (“Amendment No. 3”) to the January 2024 Amended and Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as the June 2024 Notes, in an aggregate principal amount of $6.0 million (the “September 2024 Notes”) to Bluescape, Ascend and Meridian, and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 3 (the “September 2024 Amended and Restated Note Purchase Agreement”). 13

OnThe ~~January~~valuation ~~14,~~model ~~2025,~~for the ~~Company~~Convertible ~~entered into a fourth amendment (“Amendment No. 4”) to the January 2024 Amended and Restated~~ Note ~~Purchase~~Derivatives ~~Agreement~~required ~~and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially~~ the ~~same~~input ~~form and under the same terms as the September 2024 Notes, in an aggregate principal amount~~ of ~~$5.0~~subjective ~~million~~assumptions ~~(the~~including ~~“January~~expected ~~2025~~share ~~Notes”~~price ~~and~~volatility, ~~together~~risk-free ~~with~~interest ~~the~~rate ~~August 2022 Notes, the June 2024 Notes~~ and ~~the~~debt ~~September~~rate. ~~2024~~Changes ~~Notes, the “Convertible Notes”) to Bluescape, Ascend and Meridian, and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement~~ in the ~~form~~input ~~attached~~assumptions as ~~Annex~~well ~~A to Amendment No. 4 (~~as ~~amended,~~ the ~~“Amended and Restated Note Purchase Agreement”). The Amended and Restated Note Purchase Agreement also extended the date to which the~~ Company's ~~must~~underlying ~~comply~~share ~~with~~price acould ~~financial~~have ~~covenant~~materially ~~for~~affected the ~~Company~~fair tovalue ~~maintain a cash balance of at least $7~~estimates.5 million from December 31, 2024 to March 31, 2025 (the “Minimum Cash Covenant”). Concurrently with the execution of Amendment No. 4, the Company entered into the Restructuring Support Agreement, and other related agreements, as discussed in Note 1-Basis of Financial Statement Presentation.

OnChanges ~~February~~in ~~17, 2024,~~ the ~~Company~~fair ~~elected~~value tobetween ~~issue~~periods ~~additional~~were ~~notes~~recognized asin ~~payment~~Derivative ~~for~~gain ~~approximately~~(loss) ~~$4.0~~in ~~million~~the statement of ~~interest~~operations ~~accrued~~but had no related impact on the ~~August~~Company’s ~~2022~~cash ~~Notes~~position ~~and~~or ~~June~~cash ~~2025~~flows. ~~Notes~~The ~~during~~provision that resulted in separate accounting for the ~~period~~June ~~from~~2024 ~~August~~Convertible 15Note Derivative began June 11, 2024 ~~through~~in ~~February~~connection ~~15,~~with ~~2025~~the issuance of the June 2024 Notes, and on September 16, 2024 for the ~~June~~September 2024 Convertible Note Derivative in connection with the issuance of the September 2024 Notes. Each of these provisions expired on December 31, 2024, and ~~January~~accordingly, ~~2025~~the ~~Notes~~Convertible ~~during~~Note Derivatives were derecognized and the ~~period~~remaining ~~from~~fair ~~their~~values ~~respective~~were ~~issuance~~transferred ~~through~~to ~~February~~additional 15paid-in capital on such date. There were no other derivative instruments outstanding for any period after December 31, ~~2025~~2024.

InThe ~~connection~~components ~~with~~of ~~its~~changes ~~entry~~to ~~into~~ the ~~January~~fair ~~2024~~value ~~Amended~~of ~~and~~the ~~Restated~~Convertible Note ~~Purchase~~Derivatives ~~Agreement,~~for ~~May 2024 Amended and Restated Note Purchase Agreement, September 2024 Amended and Restated Note Purchase Agreement, and January 2025 Amended and Restated Note Purchase Agreement,~~ the ~~Company~~period ~~incurred~~presented ~~approximately~~are ~~$2.6~~summarized ~~million, $541 thousand, $454 thousand, and $283 thousand of debt issuance costs, respectively~~below.

As discussed in Note 1-Basis of Financial Statement Presentation, on March 4, 2025, at a special meeting of stockholders, the Company’s stockholders voted in favor of the Out-of-Court Restructuring, and on March 5, 2025 the Exchange was completed and resulted in 13,586,524 shares of the Company’s Common Stock issued to Bluescape and Ascend, the termination of the Amended and Restated Note Purchase Agreement and related Minimum Cash Covenant, and the extinguishment of all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement.


	Derivative
	(Asset)/Liability
	(in thousands)
Convertible note derivatives (asset) liability — June 30, 2024	$	3,315
Additions, at fair value, September 16, 2024		1,643
Fair value adjustments (gain) loss, net		(2,187	)
Convertible note derivatives (asset) liability — September 30, 2024	$	2,771

Convertible9. NotesFinancial -Instruments Conversionand TermsFair Value Measurements

~~Prior~~At toSeptember ~~the Exchange~~30, ~~the Convertible Notes~~2025, ~~including~~cash ~~accrued~~equivalents ~~interest~~as ~~paid-in-kind,~~well ~~were~~as ~~convertible~~trade ~~into~~and ~~shares~~other ofpayables ~~the~~approximated ~~Company’s~~their ~~Common~~fair ~~Stock~~value atdue ~~any~~to ~~time~~their ~~before~~short-term ~~the~~nature. ~~Convertible~~The ~~Notes~~Company’s ~~matured,~~financial atinstruments ~~conversion~~also ~~rates~~consist ~~(the “Conversion Rates”) applicable to each separate issuance~~ of ~~Convertible~~environmental ~~Notes,~~reclamation atbonds ~~the~~which ~~election~~are ofinvested ~~the~~in ~~holder~~certificates of ~~the~~deposit ~~Convertible Notes. In addition, the Amended~~ and ~~Restated~~money ~~Note~~market ~~Purchase~~funds ~~Agreement~~which ~~provided~~are ~~for~~classified ~~certain~~as ~~adjustments~~Level to1. ~~the~~The ~~Conversion Rates to increase the number of shares of Common Stock issuable upon conversion of the~~ Convertible Notes inand ~~the~~Convertible ~~event~~Note ofDerivatives ~~certain~~were ~~change~~classified ofas ~~control~~Level ~~transactions~~2 ~~or other events specified in the Amended~~ and ~~Restated~~Level ~~Note~~3, ~~Purchase~~respectively, ~~Agreement~~while ~~(a “Make-Whole Fundamental Change”)~~outstanding. The ~~adjustment~~reconciliation toof ~~the~~changes ~~Conversion Rates~~ in the ~~event~~fair ofvalue ~~a Make-Whole Fundamental Change was to be based on the timing~~ of ~~a Make-Whole Fundamental Change and~~ the ~~trading~~Convertible ~~price~~Note ofDerivatives ~~the~~for ~~Common Stock at such time or~~ the ~~cash~~period ~~received~~outstanding bycan ~~holders~~be offound ~~the Common Stock~~ in ~~connection~~Note ~~with such Make~~8-~~Whole~~Convertible ~~Fundamental~~Note ~~Change~~Derivatives.

The Conversion Rate applicable to the June 2024 Notes and September 2024 Notes was subject to adjustment if, after the issuance date of the respective Convertible Notes and on or prior to December 31, 2024, the Company sold Common Stock or any other equity-linked securities in one or more transactions at an effective price per share that was less than the respective conversion price then in effect, subject to certain exemptions (a “Degressive Issuance”). In the event of a Degressive Issuance, the Conversion Rate applicable to the respective Convertible Notes was subject to adjustment based on the weighted average issuance price of the securities sold in such Degressive Issuance, as set forth in the Amended and Restated Note Purchase Agreement. As part of the August 2024 Equity Offering (as further described and defined in Note 10–Equity), a Degressive Issuance provision applicable to the June 2024 Notes resulted in an adjustment to the Conversion Rate applicable only to the June 2024 Notes. A Degressive Issuance did not occur with respect to the September 2024 Notes prior to the expiration of such feature on December 31, 2024.Equity

~~During~~The ~~the~~Company ~~period~~is ~~over~~authorized ~~which~~to ~~the~~issue ~~Convertible~~up ~~Notes~~to ~~were~~360,000,000 ~~outstanding~~shares of common stock, ~~and~~par ~~prior~~value to$0.01 ~~the~~per ~~Exchange~~share, noand ~~holder~~20,000,000 shares of ~~Convertible~~preferred ~~Notes~~stock, ~~elected~~par tovalue, ~~convert~~$0.01 ~~such~~per ~~Convertible~~share. ~~Notes~~The ~~into~~Company ~~the~~has ~~Company’s~~no ~~Common~~outstanding ~~Stock~~shares of preferred stock.

14August 2024 Equity Offering

~~Convertible~~On ~~Notes~~August -27, ~~Derivatives~~2024, the Company completed an offering (the “August 2024 Equity Offering”) of (i) 231,884 shares (the “Shares”) of Common Stock, (ii) Series A warrants to purchase up to an aggregate of up to 231,885 shares of Common Stock (the “Series A Warrants”) and (iii) Series B warrants to purchase an aggregate of 231,885 shares of Common Stock (the “Series B Warrants”, and collectively with the Series A Warrants, the “2024 Warrants”). The Shares and 2024 Warrants were offered and sold on a combined basis for consideration equating to $17.25 for one Share and two 2024 Warrants. This transaction resulted in net proceeds to the Company of approximately $3.0 million after deducting the placement agent’s fees and other offering expenses. The aggregate net proceeds and issuance costs associated with the August 2024 Equity Offering were allocated to the Shares and 2024 Warrants based upon the relative fair value of such items on the offering date.

~~The~~August ~~terms~~2025 ofEquity the Amended and Restated Note Purchase Agreement permitted a change to the Conversion Rates applicable to the June 2024 Notes and September 2024 Notes upon a Digressive Issuance by the Company on or before December 31, 2024. As a result, these conversion features were deemed to be embedded derivatives requiring bifurcation and separate accounting as stand-alone derivative instruments (the “June 2024 Convertible Note Derivative” and “September 2024 Convertible Note Derivative,” respectively, and together, the “Convertible Note Derivatives”) through December 31, 2024. The June 2024 Notes were initially recorded at their face amount of $6.0 million less debt issuance costs of $541 thousand and the fair value of the June 2024 Convertible Note Derivative, which was determined to be $4.1 million. Similarly, the September 2024 Notes were initially recorded at their face amount of $6.0 million less debt issuance costs of $454 thousand and the fair value of the September 2024 Convertible Note Derivative, which was determined to be $1.6 million. Offering

~~The~~On ~~provisions~~August ~~that~~21, ~~resulted~~2025, inthe ~~separate~~Company ~~accounting~~entered ~~for~~into ~~the~~an ~~Convertible~~underwriting ~~Note~~agreement ~~Derivatives~~to ~~expired~~issue onand ~~December~~sell ~~31,~~an ~~2024,~~aggregate ~~and~~of ~~accordingly~~2,374,481 ~~the~~shares ~~fair~~of ~~value~~its ofCommon ~~the~~Stock ~~Convertible~~at ~~Note~~a ~~Derivatives~~price onof ~~such~~$3.50 ~~date~~per ~~was~~share ~~transferred~~(the to“August ~~additional~~2025 ~~paid-in~~Equity ~~capital~~Offering”). ~~Refer~~The toAugust ~~Note~~2025 ~~8–Convertible~~Equity ~~Note~~Offering ~~Derivatives~~closed on August 25, 2025, and ~~the~~resulted ~~discussion~~in ~~immediately~~net ~~below~~proceeds ~~for~~of ~~additional~~approximately ~~details~~$7.4 ~~regarding~~million after the ~~fair~~recognition ~~values~~ of ~~the~~underwriting ~~Convertible~~discounts ~~Note~~and ~~Derivatives~~commissions, and other offering expenses paid or payable by the Company.

~~January 2024 Convertible Notes – Loss on Extinguishment~~14

For accounting purposes, the modification of the terms of the Convertible Notes in connection with the January 2024 Amended and Restated Note Purchase Agreement was evaluated and determined to be representative of an in-substance extinguishment of the Convertible Notes outstanding at that date, and establishment of new debt, primarily due to the significance of the changes to the terms of the conversion features. As a result, the Company wrote-off the remaining principal, accrued interest, unamortized discount and debt issuance costs associated with the prior debt on the Modification Date and recognized the modified debt on the balance sheet at its fair value of $65.2 million. The fair value of the modified debt was determined utilizing a binomial lattice model. The difference in value between the prior debt and the modified debt resulted in a loss on extinguishment of debt of $21.0 million, the calculation of which is summarized in the following table.Warrants

	For the three and nine months ended March 31, 2024
	(in thousands)
Modified convertible notes, at fair value
Principal	$	63,561
Accrued interest		1,621
Net long-term debt recognized	$	65,182
Convertible notes on modification date
Principal	$	63,561
Accrued interest		1,621
Unamortized convertible notes discount		(17,953	)
Unamortized debt issuance costs		(3,000	)
Net long-term debt derecognized	$	44,229
Gain (loss) on extinguishment of debt	$	(20,953	)

The Series A Warrants and the Series B Warrants became exercisable on February 27, 2025. The Series A Warrants will expire on February 27, 2030 and the Series B Warrants will expire on February 27, 2027. The exercise price for each of the 2024 Warrants is $18.3563 per share. The Restructuring Warrants were exercisable upon issuance and will expire on March 13, 2026. The exercise price for the Restructuring Warrants is $3.5507 per share.

~~March~~The ~~2025~~2024 ~~Convertible~~Warrants ~~Notes~~and –Restructuring ~~Debt~~Warrants ~~Exchange~~(collectively, the “Warrants”) contain standard adjustments to the exercise price including for stock splits, stock dividends, rights offerings and pro rata distributions. The Warrants also include certain rights upon the occurrence of a “fundamental transaction” (as described in the respective Warrant), including the right of the holder thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Common Stock in such fundamental transaction in the amount of the Black Scholes value (as described in the respective Warrant) of the unexercised portion of the Warrant on the date of the consummation of such fundamental transaction. The Warrants include cashless exercise rights to the extent the resale of the shares of Common Stock underlying the Warrants is not registered under the Securities Act.

~~The~~Vesting ~~Exchange Transaction described in Note 1-Basis~~ of ~~Financial~~Equity Statement Presentation, was evaluated and constitutes a single transaction that is accounted for as troubled debt restructuring. The Exchange transaction is considered a troubled debt restructuring as the Company was experiencing financial difficulty at the time of the transaction and the noteholders granted a concession to the Company. A concession was determined to be granted to the Company, as the fair value of equity interests received by the noteholders was less than the net carrying value of the long-term debt on such date. Awards

InDuring ~~accordance with~~ the ~~accounting~~three ~~for~~months ~~troubled~~ended ~~debt~~September ~~restructurings~~30, ~~the~~2025 ~~Company~~and ~~derecognized~~2024, the ~~remaining~~Company ~~principal,~~issued ~~accrued~~approximately ~~interest,~~33 ~~unamortized~~thousand ~~discount~~shares and ~~debt~~10 ~~issuance~~thousand ~~costs~~shares ~~associated~~of ~~with~~its ~~the~~Common ~~Convertible~~Stock ~~Notes~~ upon the ~~effectiveness~~vesting of ~~the Exchange, and recognized the~~ equity ~~interest issued to the noteholders at fair value~~awards, ~~less issuance costs paid~~respectively. ~~Refer~~The tovesting ~~Note~~events ~~10–Equity,~~did ~~for~~not ~~information~~result ~~related to the determination of fair value of the equity interests issued and issuance costs paid. The difference~~ in ~~value~~any ~~between~~cash ~~the prior debt and the fair value of the equity interest issued, less~~ proceeds ~~received~~to by the Company ~~in the Exchange Transaction, resulted in a gain on extinguishment of debt of approximately $17~~.~~3 million, the calculation of which is summarized in the following table.~~

152024 Equity Distribution Agreement

	For the three and nine months ended March 31, 2025
	(in thousands)
Values exchanged in debt exchange, at fair value
Equity interests, at fair value	$	70,059
Cash proceeds received		(5,000	)
Net value exchanged for extinguishment of debt	$	65,059
Convertible notes on extinguishment date
Principal	$	90,112
Accrued interest		497
Unamortized convertible notes discount		(5,109	)
Unamortized debt issuance costs		(3,108	)
Net long-term debt derecognized	$	82,392
Gain (loss) on extinguishment of debt	$	(17,333	)

On March 28, 2024, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC and D.A. Davidson & Co. (the “Agents”) pursuant to which the Company may offer and sell up to $15.0 million of shares of Common Stock from time to time through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal (the “ATM Program”).

~~The~~As ~~gain~~a onresult ~~extinguishment~~of the August 2024 Equity Offering, the Company was precluded from utilizing the ATM Program for one year following the closing of ~~debt~~the ~~increased~~offering, ~~basic~~and ~~earnings~~as ~~per~~a ~~share~~result approximately $410,000 of ~~Common~~costs ~~Stock~~previously capitalized for the ~~three~~ATM Program were written-off to general and ~~nine~~administrative expense during the three months ended ~~March~~September 3130, 2024. On August 14, 2025, bythe $2Equity Distribution Agreement was terminated pursuant to the terms therein.41 ~~and~~The $4Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement.~~00,~~ ~~respectively~~The Company did not sell any shares of its common stock under the Equity Distribution Agreement.

~~The~~Share ~~June~~based ~~2024~~compensation ~~Convertible~~expense ~~Note~~is ~~Derivative~~included ~~and~~in ~~September~~general ~~2024~~and ~~Convertible~~administrative ~~Note~~expense ~~Derivative,~~and ~~each~~represents ~~which~~costs ~~relate~~associated towith ~~the~~restricted ~~June~~share ~~2024~~unit ~~Notes~~(“RSU”) and ~~September~~performance ~~2024~~share ~~Notes,~~unit ~~respectively,~~(“PSU”) ~~described~~activity ~~above in Note 7–Debt, were valued upon initial recognition~~ and atoptions ~~each~~granted ~~reporting~~to ~~period~~directors, atemployees, ~~fair value using a with-~~and~~-without~~ ~~methodology~~consultants ~~utilizing~~of athe ~~binomial~~Company. ~~lattice~~Share ~~model~~based (acompensation ~~model~~expense ~~which~~consisted ~~utilizes~~of ~~Level~~the 3following ~~fair~~for ~~value~~the ~~inputs)~~periods presented.

The valuation model for the Convertible Note Derivatives requires the input of subjective assumptions including expected share price volatility, risk-free interest rate and debt rate. Changes in the input assumptions as well as the Company's underlying share price can materially affect the fair value estimates.


	Three Months Ended September 30,
	2025		2024
	(in thousands)
Share-based compensation expense — service based
ABR Employee share option plan	$	—	$	100
2022 Equity Compensation Plan — Options		175		21
2022 Equity Compensation Plan — PSUs		2		(9	)
2022 Equity Compensation Plan — RSUs		125		1,238
Total share-based compensation expense	$	302	$	1,350

~~The~~As ~~significant~~of ~~assumptions~~September ~~used~~30, in2025, the ~~fair~~Company ~~value~~had ~~model~~approximately ~~for~~$1.9 ~~the~~million ~~Convertible~~of ~~Note~~total ~~Derivatives~~unrecognized ~~include~~stock-based ~~the~~compensation ~~following,~~expense ~~with~~related ~~changes~~to inunvested ~~volatility,~~stock-based ~~debt~~compensation ~~rate~~awards ~~and~~that ~~stock~~is ~~price~~expected ~~having~~to ~~the~~be ~~most~~recognized ~~significant~~over ~~impact~~a onweighted ~~the~~average ~~related~~period ~~fair~~of ~~values~~approximately 1.2 years.

			Sep. 16, 2024
	Dec. 31, 2024		(Sep. 2024 Notes)	Jun. 30, 2024
Risk-free interest rate	4.4%		3.4%	4.5%
Volatility	60.0%		60.0%	50.0%
Debt rate	21.6% - 32.6%	(1)	23.7%	28.7% - 36.7%	(2)
Stock price per share	$14.72		$11.50	$27.83

~~Debt~~Stock ~~rates of 24.5%, 32.6% and 21.6% were utilized in the valuation of the August 2022 Notes, June 2024 Notes and September 2024 Notes, respectively.~~Options

~~Debt~~Option ~~rates~~grants ofare ~~28.7%~~made under the 2022 Equity Compensation Plan and 36vest ratably over the vesting period, which is generally three years or less.7% No stock option awards were ~~utilized~~granted induring the ~~valuation~~three months ended September 30, 2025. The significant assumptions used to estimate the fair value of stock option awards granted during the ~~August~~three ~~2022~~months ~~Notes~~ended ~~and~~September ~~June~~30, 2024 ~~Notes~~, ~~respectively~~using a Black-Scholes option valuation model are as follows.

Changes in the fair value were recognized in Derivative gain (loss) in the statement of operations but had no related impact on the Company’s cash position or cash flows. The provision that resulted in separate accounting for the June 2024 Convertible Note Derivative began June 11, 2024 in connection with the issuance of the June 2024 Notes, and on September 16, 2024 for the September 2024 Convertible Note Derivative in connection with the issuance of the September 2024 Notes. Each of these provisions expired on December 31, 2024, and accordingly, the Convertible Note Derivatives were derecognized and the remaining fair values were transferred to additional paid-in capital.


		Three months ended September 30,
		2024
Exercise price		$29.21
Share price		$11.73
Volatility		99.0%
Expected term in years		2.9
Risk-free interest rate		3.4%
Dividend rate		Nil

The ~~components~~following oftable ~~changes~~summarizes tostock ~~the~~option ~~fair~~activity ~~value~~for each of the ~~Convertible~~periods ~~Note Derivatives for the period~~ presented ~~are summarized below~~.

	Derivative
	Three months ended September 30,
	(Asset)/Liability
	2025					2024
	(in thousands)
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
Convertible note derivatives (asset) liability — June 30, 2024	$	3,315
	(In thousands, except per share data)
Additions, at fair value, September 16, 2024		1,643
Outstanding at beginning of the period		647		$	18.31		174		$	214.51
Fair value adjustments (gain) loss, net		(1,357	)
Granted		—			—		13			29.21
Reclassified to additional paid-in capital, at fair value		(3,601	)
Expired/forfeited		—			—		(72	)		120.89
Convertible note derivatives (asset) liability — March 31, 2025	$	—
Outstanding at end of the period		647			18.31		115			252.30
Vested at the end of the period		28			251.61		87			312.24
Unvested at the end of the period		619		$	7.93		28		$	65.49

16The weighted average remaining life of vested options as of September 30, 2025 and 2024, was approximately 4.8 years and 2.3 years, respectively. As of September 30, 2025 and 2024, the maximum expiration date for vested options was approximately 7.6 and 8.6 years, respectively.

9As of September 30, 2025, there was approximately $1.6 ~~Financial~~million ~~Instruments~~of unrecognized compensation cost related to 619 thousand unvested stock options. This cost is expected to be recognized over a weighted-average remaining period of approximately 1.3 years. As of September 30, 2025 and ~~Fair~~2024, ~~Value~~the ~~Measurements~~maximum expiration date for unvested options was approximately 3.6 and 2.8 years, respectively.

~~At March 31, 2025, cash equivalents as well as trade and other payables approximated their fair value due to their short-term nature.~~ The ~~Company’s~~following ~~financial~~table ~~instruments~~summarizes ~~also consist of environmental reclamation bonds which are invested in certificates of deposit and money market funds which are classified as Level 1, and~~ the ~~Convertible~~activity ~~Note~~for ~~Derivatives~~unvested ~~which~~options ~~were~~for ~~classified~~each ~~as Level 3. The reconciliation~~ of ~~changes in~~ the ~~fair~~periods ~~value of the Convertible Note Derivatives can be found in Note 8–Convertible Note Derivatives~~presented.

10. Equity


	Three months ended September 30,
	2025				2024
	Number of Options		Weighted Average Grant Date Fair Value per share		Number of Options		Weighted Average Grant Date Fair Value per share
	(In thousands, except per share data)
Unvested at beginning of the period		619	$	3.25		15	$	41.12
Granted		—		—		13		4.98
Unvested at end of the period		619	$	3.25		28	$	24.22

~~The~~As ~~Company~~of isSeptember ~~authorized~~30, to2025 ~~issue~~and up2024, toall ~~360,000,000~~outstanding ~~shares~~stock ofoptions ~~common~~and vested stock, ~~par~~options ~~value~~had ~~$0.01~~no ~~per~~intrinsic ~~share,~~value ~~and~~as ~~20,000,000~~the ~~shares~~exercise prices of ~~preferred~~the respective options exceeded the Company’s stock, ~~par~~price ~~value,~~on $0such dates.01 ~~per~~There ~~share.~~were ~~The~~no ~~Company~~options ~~has~~exercised noduring ~~outstanding~~the ~~shares~~three ofmonths ~~preferred~~ended ~~stock.~~September 30, 2025 and 2024.

~~Debt Exchange Transaction~~16

AsFull ~~further~~Value ~~described~~Awards ~~in Note 1-Basis of Financial Statement Presentation and Note7-Debt, the Exchange Transaction resulted in~~ (i)Restricted ~~the~~Share ~~issuance~~Units ~~of 13,586,524 shares of Common Stock issued in the Exchange for the termination of the Amended~~ and ~~Restated~~Performance ~~Note~~Share ~~Purchase Agreement and the extinguishment of all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement, (ii~~Units) the issuance of 1,408,173 shares of Common Stock for an aggregate purchase price of $5.0 million in the March 2025 Subscription, and (iii) the issuance of Restructuring Warrants with a one-year term to purchase an aggregate 5,632,692 shares of Common Stock. For accounting purposes, and as described in Note 7-Debt, the Exchange Transaction was determined to constitute a single transaction accounted for as a troubled debt restructuring. As such, the equity interests issued in the Exchange Transaction were recognized in shareholders’ equity at fair value on their respective issuance dates, less issuance costs incurred, which were allocated based upon the relative fair value of the underlying equity interests. The table below summarizes the method by which fair value was determined, the fair value, the allocation of transaction costs incurred, and net amounts recognized in shareholders’ equity for each equity interest issued in the Exchange Transaction.

Equity Interest Issued / Transaction	Fair Value Method	Units		Fair Value per Unit		Fair Value(in thousands)		Transaction Costs Incurred			Amount Recognized in Equity
Common Stock / Exchange	Closing price		13,586,524	$	4.26	$	57,879	$	(781	)	$	57,098
Common Stock / Subscription	Closing price		1,408,173	$	3.15		4,436		(60	)	$	4,376
Warrants / Subscription	Black Sholes		5,632,692	$	1.37		7,744		(105	)	$	7,639
Total						$	70,059	$	(946	)	$	69,113

The following table summarizes RSU and PSU activity for each of the periods presented.

August 2024 Equity Offering


	Serviced-Based Shares			Weighted Average Grant Date Fair Value per Share		Performance- Based Shares				Weighted Average Grant Date Fair Value per Unit		Total Shares
	(In thousands, except per share data)
Non-vested shares/units outstanding at June 30, 2025		55.6			11.36		22.8			$	30.11		78.4
Granted		26.9			3.49		—				—		26.9
Vested		(50.8	)		8.02		(0.4	)			266.30		(51.2	)
Forfeited		(0.2	)		11.62		—				—		(0.2	)
Non-vested shares/units outstanding at September 30, 2025		31.5		$	10.04		22.4			$	25.57		53.9

	Serviced-Based Shares			Weighted Average Grant Date Fair Value per Share		Performance- Based Shares				Weighted Average Grant Date Fair Value per Unit		Total Shares
	(In thousands, except per share data)
Non-vested shares/units outstanding at June 30, 2024		16.0		$	58.95		4.1			$	131.68		20.1
Granted		15.3			11.95		19.8		(1)		11.62		35.1
Vested		(14.1	)		44.75		—				—		(14.1	)
Forfeited		—			—		(1.0	)			56.58		(1.0	)
Non-vested shares/units outstanding at September 30, 2024		17.2		$	28.77		22.9			$	31.18		40.1

On(1) ~~August~~During ~~27, 2024,~~ the ~~Company~~three ~~completed~~months anended ~~offering~~September ~~(the~~30, ~~“August~~ 2024, ~~Equity~~approximately ~~Offering”)~~19.8 ofthousand ~~(i)~~PSUs ~~231~~were granted,~~884~~ ~~shares~~which (based on the ~~“Shares”)~~achievement of ~~Common~~certain ~~Stock,~~financial ~~(ii)~~and ~~Series~~operational Atargets, ~~warrants~~could tovest ~~purchase~~within upa torange ~~an aggregate~~ of up0% to ~~231,885~~100%. ~~shares~~The oftargets ~~Common~~are ~~Stock~~1) ~~(the~~construction ~~“Series~~of Athe ~~Warrants”)~~large-scale ~~and~~commercial ~~(iii)~~facility ~~Series~~commencing Bprior ~~warrants~~ to ~~purchase~~September ~~an aggregate of 231~~1,~~885~~ ~~shares~~2026; of2) ~~Common~~an ~~Stock~~approved ~~(the~~final ~~“Series~~investment Bdecision ~~Warrants”,~~in ~~and collectively with~~ the ~~Series~~large-scale Acommercial ~~Warrants,~~facility ~~the~~at ~~“2024~~a ~~Warrants”).~~modeled ~~The~~internal ~~Shares~~rate ~~and~~of ~~2024~~return ~~Warrants~~of ~~were~~20%, ~~offered~~3) ~~and~~achievement ~~sold~~of onan aenterprise ~~combined~~value ~~basis~~in ~~for~~excess ~~consideration~~of ~~equating to~~ $~~17.25~~200 ~~for~~million, ~~one Share~~ and ~~two~~4) ~~2024~~achievement ~~Warrants.~~of ~~This~~an ~~transaction~~enterprise ~~resulted~~value in ~~net~~excess ~~proceeds to the Company~~ of ~~approximately~~ $~~3.0~~300 million ~~after deducting the placement agent’s fees and other offering expenses~~. The ~~aggregate~~determination ~~net~~of ~~proceeds~~the ~~and~~percentage ~~issuance~~of ~~costs~~shares ~~associated~~that ~~with~~ultimately ~~the~~vest ~~August~~will ~~2024~~be ~~Equity~~made ~~Offering~~at ~~were~~the ~~allocated~~three-year toanniversary of the ~~Shares~~grant ~~and~~date ~~2024 Warrants~~ based upon ~~the~~achievement ~~relative fair value~~ of ~~such~~the ~~items~~performance ontargets over the ~~offering date~~period.

~~The~~Basic ~~Series~~loss Aper ~~Warrants~~share ~~and~~is computed by dividing the ~~Series~~net Bloss ~~Warrants~~available ~~became~~to ~~exercisable~~common onstockholders ~~February~~by ~~27,~~the ~~2025~~weighted average number of common shares outstanding during the respective period. ~~The~~Diluted ~~Series~~loss Aper ~~Warrants~~share ~~will~~includes ~~expire~~certain onadjustments ~~February~~to ~~27,~~basic ~~2030~~loss per share for income and ~~the~~to ~~Series~~common Bshares ~~Warrants~~outstanding ~~will~~that ~~expire~~could onoccur ~~February~~if 27RSUs, ~~2027.~~PSUs, ~~The~~stock ~~exercise~~options ~~price~~and ~~for~~convertible ~~each~~securities ofsuch as the ~~2024~~Convertible Notes and Warrants iswere ~~$18~~exercised or converted into common stock.~~3563~~ Diluted loss per share. ~~The~~equals ~~Restructuring~~basic ~~Warrants~~loss ~~were~~per ~~exercisable~~share ~~upon~~for ~~issuance~~the ~~and~~three ~~will~~months ~~expire~~ended onSeptember ~~March~~30, 132025 and 2024, ~~2026.~~as ~~The~~the ~~exercise~~effect ~~price~~of ~~for~~including ~~the~~dilutive ~~Restructuring~~securities ~~Warrants~~in isthe ~~$3.5507~~calculation ~~per~~would ~~share~~be antidilutive.

~~The~~For ~~2024 Warrants and Restructuring Warrants (collectively,~~ the ~~“Warrants”)~~three ~~contain~~months ~~standard~~ended ~~adjustments~~September ~~to the exercise price including for stock splits~~30, ~~stock~~2025 ~~dividends, rights offerings~~ and ~~pro rata distributions. The Warrants also include certain rights upon the occurrence of a “fundamental transaction” (as described in the respective Warrant)~~2024, ~~including~~ the ~~right~~following ofeffects ~~the~~are ~~holder~~excluded ~~thereof to receive~~ from the ~~Company~~computation ~~or a successor entity the same type or form~~ of ~~consideration~~dilutive ~~(and~~loss inper ~~the~~share ~~same proportion) that is being offered and paid to the holders of Common Stock in such fundamental transaction in the amount of the Black Scholes value (~~as ~~described in the respective Warrant) of the unexercised portion of the Warrant on the date of the consummation of~~ such ~~fundamental~~effects ~~transaction.~~would ~~The~~have ~~Warrants~~an ~~include~~anti-dilutive ~~cashless exercise rights to the extent the resale of the shares of Common Stock underlying the Warrants is not registered under the Securities Act~~effect.


	Three Months Ended September 30,
	2025		2024
	(in thousands)
Interest expense on convertible notes, net of amounts capitalized	$	—	$	2,154
Derivative gain — convertible note derivatives	$	—	$	2,187
Additional shares assuming conversion of convertible notes(1)		—		2,376
Additional shares assuming exercise of warrants		6,096		464
Stock options and unvested restricted stock units and performance share units		701		155

(1)

~~Vesting~~Represents the shares that would have been issued if noteholders had elected to convert the Convertible Notes into shares of ~~Equity~~Common ~~Awards~~Stock based upon the principal and accrued interest balance and Conversion Rate applicable at the beginning of the respective period, or at the issuance date of such Convertible Notes, if later.

During the three months ended March 31, 2025 and 2024, the Company issued approximately 5 thousand shares and zero shares of its Common Stock upon the vesting of equity awards, respectively. During the nine months ended March 31, 2025 and 2024, the Company issued approximately 16 thousand shares and 2 thousand shares of its Common Stock upon the vesting of equity awards, respectively. The vesting events did not result in any cash proceeds to the Company.17

202413. EquityCommitments Distributionand AgreementContingencies

OnPurchase March 28, 2024, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC and D.A. Davidson & Co. (the “Agents”) pursuant to which the Company may offer and sell up to $15.0 million of shares of Common Stock from time to time through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal (the “ATM Program”).Obligations

~~Neither~~As of ~~the~~September ~~Agents~~30, is2025, ~~required~~the toCompany ~~sell~~had ~~any~~purchase ~~specific~~order ~~number~~commitments ~~or dollar amount~~ of ~~shares~~approximately of$2.3 ~~the~~million ~~Company’s~~primarily ~~Common~~for ~~Stock,~~raw ~~but~~materials ~~each~~for ~~has agreed, subject to~~ the ~~terms~~operation ~~and conditions~~ of the ~~Equity~~SSF; ~~Distribution Agreement~~materials, todrilling ~~use~~and ~~its~~other ~~commercially~~services ~~reasonable~~for ~~efforts,~~the ~~consistent~~Company’s ~~with~~wellfield ~~its~~development ~~normal~~program; ~~trading~~engineering services and ~~sales~~vendor ~~practices,~~tested related to ~~sell~~ the ~~shares~~design of ~~Common Stock on~~ the ~~terms~~proposed ~~agreed~~commercial-scale ~~upon~~facility; byenvironmental ~~such~~testing ~~Agent~~ and ~~the~~other ~~Company~~corporate services.

The Company did not sell any shares of Common Stock nor receive any proceeds under the Equity Distribution Agreement during the three and nine months ended March 31, 2025. As a result of the August 2024 Equity Offering, the Company is precluded from utilizing the ATM Program for one year following the closing of the offering, and as a result approximately $410 thousand of costs previously capitalized for the ATM Program were written-off to General and administrative expense during the three months ended September 30, 2024.Litigation

11On July 17, 2023, the Company filed a complaint (the “Complaint”) against a previous construction contractor in the United States District Court for the Central District of California, Eastern Division, alleging, among other things, numerous breaches by the contractor of its contractual obligations to 5EBA under the Procurement and Construction Contract, effective April 26, 2022, by and between 5EBA and the contractor, relating to the construction of the SSF in California (the “Contract”). ~~Share~~On ~~Based~~August ~~Compensation~~10, 2023, the contractor filed an answer to the Complaint as well as a counterclaim for, among other things, alleged breaches by 5EBA of its contractual obligations to the contractor under the Contract and has requested relief in the approximate amount of $5.5 million. The Company has filed a response disputing the counterclaims asserted by the contractor. Discovery has begun and is ongoing. During July 2025, the Company and contractor attended mediation, which did not result in a resolution relating to the litigation. An estimate of reasonably probable outcomes cannot be made at this time.

Share based compensation expense is included in general and administrative expense and represents costs associated with restricted share unit (“RSU”) and performance share unit (“PSU”) activity and options granted to directors, employees, and consultants of the Company. Share based compensation expense consisted of the following for the periods presented.18

	Three months ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
	(in thousands)
Share based compensation expense — service based
Employee share option plan	$	—	$	88	$	167	$	293
2022 Equity Compensation Plan — Options		33		64		88		372
2022 Equity Compensation Plan — PSUs		35		23		60		147
2022 Equity Compensation Plan — RSU and DSUs		244		408		1,526		1,276
Total share based compensation expense	$	312	$	583	$	1,841	$	2,088

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

AsThe following Management’s Discussion and Analysis of ~~March~~Financial 31Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources, and cash flows of our Company for the three months ended September 30, 2025 and 2024. This MD&A should be read in conjunction with, and is qualified in its entirety by, the ~~Company~~unaudited ~~had~~condensed ~~approximately~~consolidated ~~$627~~financial ~~thousand~~statements, the accompanying notes thereto and other financial information included in this Quarterly Report on Form 10-Q, and the consolidated financial statements and accompanying notes thereto and Management’s Discussion and Analysis of ~~total~~Financial ~~unrecognized~~Condition ~~stock~~and Results of Operations contained in our Annual Report on Form 10-~~based~~K, ~~compensation~~filed ~~expense~~with ~~related~~the U.S. Securities and Exchange Commission (“SEC”) on September 29, 2025 (the “Annual Report”). Except for historical information, this discussion and analysis contains various forward looking statements that involve risks, uncertainties and assumptions and other important factors, which include, but are not limited to, ~~unvested~~the ~~stock~~risks described in our Annual Report filed with the SEC, 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-~~based~~looking ~~compensation~~statements. ~~awards~~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 isoccur ~~expected~~or circumstances that exist after the date on which they are made. Additionally, you should refer to bethe ~~recognized~~“Cautionary ~~over~~Note aRegarding ~~weighted~~Forward-Looking ~~average~~Statements.” ~~period~~References ofwithin ~~approximately~~this 1MD&A to the “Company,” “we,” “our,” and “us,” refer to 5E Advanced Materials, Inc.5, ~~years~~and its subsidiaries.

Stock OptionsOverview

~~Option~~5E ~~grants~~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 business strategy and objectives are ~~made~~to ~~under~~develop ~~the~~capabilities ~~2022~~ranging ~~Equity~~from ~~Compensation~~upstream ~~Plan~~extraction and ~~vest~~product ~~ratably~~sales ~~over~~of borates, calcium-based co-products, and potentially other byproducts such as lithium carbonate, to downstream advanced boron material processing and development. 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 ~~vesting~~rights ~~period~~through ~~which~~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”)). Our Project is ~~generally~~underpinned ~~three~~by ~~years~~boron orreserves ~~less~~and a lithium resource, with the borates being contained in a conventional boron mineral known as colemanite. ~~The~~Our ~~significant~~facility ~~assumptions~~was ~~used~~designated toas ~~estimate~~Critical Infrastructure by the ~~fair~~U.S. ~~value~~Department of ~~stock~~Homeland ~~option~~Security’s ~~awards~~Cybersecurity ~~granted~~and ~~during~~Infrastructure Security Agency in 2022, and boron was added to the ~~nine~~U.S. ~~months~~Department ~~ended~~of ~~March~~the 31Interior’s 2025 Critical Minerals List on November 7, 2025. ~~and~~We ~~2024~~currently operate our small-scale facility (the “SSF”) at the Project, ~~using~~which provides data and information necessary for us to ultimately establish a ~~Black~~commercial-~~Scholes~~scale ~~option~~facility ~~valuation~~(the ~~model~~“Commercial ~~are~~Scale asFacility”) ~~follows~~at the Project.

	Nine months ended March 31,
	2025	2024
Exercise price	$23.69 - $29.21	$177.68
Share price	$10.61 - $14.25	$56.58
Volatility	99.2% - 99.9%	99.0%
Expected term in years	2.8 - 2.9	9.6
Risk-free interest rate	3.4% - 4.1%	4.3%
Dividend rate	Nil	Nil

We believe the Project represents one of the most compelling domestic critical material projects in the United States as a strategically located operation that targets stable long-term demand, with a defined pathway to production and a low-cost, high margin and profitable financial profile.

18Recent Developments

~~The~~Boric ~~following~~Acid ~~table~~Shipments ~~summarizes stock option activity~~ for ~~each~~Specialty ofGlass ~~the~~Trial ~~periods~~and ~~presented.~~Boron Carbide

	Nine months ended March 31,
	2025					2024
	Number of Options			Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price
	(In thousands, except per share data)
Outstanding at beginning of the period		174		$	214.51		182		$	250.82
Granted		24			26.70		13			177.68
Exercised		—			—		—			—
Expired/forfeited		(72	)		120.98		(30	)		341.78
Outstanding at end of the period		126			232.53		165			228.17
Vested at the end of the period		90			314.37		144			230.70
Unvested at the end of the period		36		$	27.54		21		$	210.83

During August 2025, we packaged boric acid at our Project location and shipped an ocean freight container of finished product where it completed a 20-day international transit to Taiwan to a global specialty glass manufacturing facility. Upon receipt, our product passed a handling trial and met all required specifications. During October 2025, we shipped an additional 20 tons of boric acid produced from our SSF to a potential customer for a large-scale specialty glass trial, and also shipped 1,000 pounds of boric acid for domestic boron carbide (B4C) production. These shipments mark important milestones as the Company advances toward commercial production. The boric acid will be delivered to potential customers for evaluation and qualification as part of our ongoing engagement with downstream users in the energy, specialty glass, and defense sectors. We believe these shipments confirm the quality of our product and the reliability of our process technology, reinforcing our confidence in our near-term production path and our mission to establish a secure, U.S. supply of boron for industries that bolster national security and drive economic export growth.

The weighted average remaining life of vested options at March 31, 2025 and 2024 was approximately 1.7 years and 0.7 years, respectively. As of March 31, 2025 and 2024, the maximum expiration date for vested options was approximately 8.1 and 1.5 years, respectively.19

AsBoron of March 31, 2025, there was approximately $230 thousand of unrecognized compensation cost related to 36 thousand unvested stock options. This cost is expected to be recognized over a weighted-average remaining period of approximately 1.5 years. As of March 31, 2025 and 2024, the maximum expiration date for unvested options was approximately 2.3 and 8.3 years, respectively.Criticality

On November 7, 2025, the United States Department of the Interior released its 2025 list of critical materials (the “2025 U.S. Critical Minerals List”), formally adding boron as a critical mineral vital to the U.S. economy and national security. The ~~following~~U.S. ~~table~~Geological ~~summarizes~~Survey compiled the ~~activity~~list, which identifies 60 minerals deemed essential to national security, economic growth, and supply chain stability. Boron's addition highlights its prominent role in energy technologies, advanced materials, defense systems, and critical infrastructure. We believe boron's inclusion on the 2025 U.S. Critical Minerals List enhances our eligibility to engage with U.S. government funding programs, including programs administered by the U.S. Department of War Office of Strategic Capital and the U.S. International Development Finance Corporation, that support the development, processing, and refining of critical minerals. The One Big Beautiful Bill Act of 2025 authorized $5 billion for ~~unvested~~investments ~~options~~in critical minerals supply chains made pursuant to the Industrial Base Fund and up to $100 billion in principal amounts of direct loans and guaranteed loans for ~~each~~critical minerals and related industries and projects. We currently have a $285 million letter of interest for a potential project finance debt guarantee from the ~~periods~~Export-Import ~~presented~~Bank of the United States (“EXIM”) as part of the Make More in America Initiative (“MMIA”).

	Nine months ended March 31,
	2025					2024
	Number of Options			Weighted Average Grant Date Fair Value per share		Number of Options			Weighted Average Grant Date Fair Value per share
	(In thousands, except per share data)
Unvested at beginning of the period		15		$	41.12		36		$	147.63
Granted		24			5.46		13			47.84
Vested		(3	)		141.22		(3	)		142.71
Expired/forfeited		—			—		(25	)		140.87
Unvested at end of the period		36		$	9.26		21		$	94.57

EXIM Engineering Multiplier Program Application

AsDuring ofNovember ~~March~~2025, 31we formally applied for a $10 million loan through the Engineering Multiplier Program (“EMP”) administered by EXIM. If approved, ~~2025~~proceeds ~~and~~are ~~2024~~expected to fund a significant portion of the Company’s FEL-3 engineering costs for its proposed commercial-scale facility, ~~all~~an ~~outstanding~~essential ~~stock~~step ~~options~~towards final investment decision and ~~vested~~execution ~~stock~~readiness. ~~options~~We ~~had~~continue noto ~~intrinsic~~hold ~~value~~a as$285 million letter of interest through EXIM’s MMIA program that has the ~~exercise~~potential ~~prices~~to fund a portion of the ~~respective~~anticipated ~~options~~costs ~~exceeded~~for the ~~Company’s~~proposed ~~stock~~commercial-scale ~~price~~facility, onthe ~~such~~EMP ~~dates~~application complements this letter of interest by targeting earlier-stage engineering needs. There ~~were~~can be no ~~options~~assurance ~~exercised~~that ~~during~~ the ~~nine~~EMP ~~months~~application ~~ended~~will ~~March~~be ~~31,~~approved ~~2025~~or ~~and~~that ~~2024~~any financing will be completed on the terms sought or at all.

19Highlights for the Three Months Ended September 30, 2025

FullOperational Value Awards (Restricted Share Units and Performance Share Units)Highlights

~~The~~Operational ~~following table summarizes RSU and PSU activity for each of the periods presented.~~Update

	Serviced-Based Shares			Weighted Average Grant Date Fair Value per Share		Performance- Based Shares				Weighted Average Grant Date Fair Value per Unit		Total Shares
	(In thousands, except per share data)
Non-vested shares/units outstanding at June 30, 2024		16.0			58.95		4.1			$	131.68		20.1
Granted		40.6			9.54		19.8		(1)		11.62		60.4
Vested		(24.5	)		30.95		—				—		(24.5	)
Forfeited		(0.5	)		13.60		(1.0	)			56.58		(1.5	)
Non-vested shares/units outstanding at March 31, 2025		31.6		$	17.86		22.9			$	31.18		54.5
	Serviced-Based Shares			Weighted Average Grant Date Fair Value per Share		Performance- Based Shares				Weighted Average Grant Date Fair Value per Unit		Total Shares
	(In thousands, except per share data)
Non-vested shares/units outstanding at June 30, 2023		9.1		$	155.97		6.0			$	165.60		15.1
Granted		16.1			48.54		5.3		(2)		56.58		21.4
Vested		(3.4	)		144.75		—				—		(3.4	)
Forfeited		(2.5	)		112.27		(2.1	)			123.46		(4.6	)
Non-vested shares/units outstanding at March 31, 2024		19.3		$	74.33		9.2			$	112.87		28.5

During July 2025, we converted two of our existing vertical injection recovery wells to horizontal sidetracks where each well now extends approximately 1,500 feet into high grade colemanite zones of the Project. The mine plan incorporated into the Preliminary Feasibility Study published during August 2025 (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 sidetrack wells.

~~During~~Preliminary ~~the~~Feasibility ~~nine months ended March 31~~Study, ~~2025,~~Technical ~~approximately~~Report ~~19.8 thousand PSUs were granted~~Summary, ~~which~~Capital ~~based~~Estimate ~~on the achievement of certain financial~~ and ~~operational~~Timeline ~~targets, could vest within a range of 0%~~ to ~~100%.~~Final ~~The~~Investment targets are 1) construction of the large-scale commercial facility commencing prior to September 1, 2026; 2) an approved final investment decision in the large-scale commercial facility at a modeled internal rate of return of 20%, 3) achievement of an enterprise value in excess of $200 million, and 4) achievement of an enterprise value in excess of $300 million. The determination of the percentage of shares that ultimately vest will be made at the three-year anniversary of the grant date based upon achievement of the performance targets over the period.Decision

~~During~~In ~~the~~August ~~nine months ended March 31~~2025, ~~2024,~~we ~~approximately~~issued ~~5.3~~our ~~thousand~~Preliminary ~~PSUs~~Feasibility ~~were~~Study ~~granted,~~prepared ~~which~~in ~~based~~accordance onwith ~~the~~Regulation ~~achievement~~S-K ~~of certain financial and operational targets~~1300, ~~could~~which ~~vest~~focuses ~~within~~on aPhase ~~range of 0% to 100%. The targets are~~ 1) ~~construction~~for ofour ~~the~~Fort ~~large-scale~~Cady ~~commercial~~Project ~~facility commencing prior~~ to ~~September~~develop ~~1, 2026; 2) the budget for the large-scale commercial facility remaining within~~ a ~~range~~130,000 ofshort ~~$342-418~~ton ~~million;~~per ~~and~~annum 3)boric anacid ~~approved~~plant. ~~final~~We ~~investment~~believe ~~decision in~~ the ~~large-scale~~PFS ~~commercial~~demonstrates ~~facility at~~ a ~~modeled~~world-class ~~internal~~resource, ~~rate~~management’s offirm ~~return~~understanding ofand ~~20%.~~direction ~~The~~for ~~determination of~~ the ~~percentage~~business, ofwhich ~~shares~~can ~~that~~position ~~ultimately vest will be made at~~ the ~~three-year~~Company ~~anniversary~~to ofachieve ~~the~~profitability, ~~grant~~generate ~~date~~cash ~~based~~flow, ~~upon~~and ~~achievement~~reduce ~~of the performance targets over the period~~risk.

~~During~~Due to the ~~nine~~current ~~months~~favorable ~~ended~~market ~~March~~backdrop ~~31,~~and ~~2025~~growing importance of critical materials, ~~the~~we ~~vesting~~continue ofto ~~approximately~~focus ~~1.9~~primarily ~~thousand~~on ~~RSUs~~further ~~was~~defining ~~accelerated~~our boron reserves, and ~~approximately~~to 1work ~~thousand~~towards ~~PSUs~~developing ~~were~~a ~~forfeited~~commercial-scale infacility ~~accordance~~for ~~with~~ the ~~terms~~production of ~~severance~~borates, ~~agreements~~calcium ~~with~~chloride ~~former~~and ~~employees~~gypsum. ~~This~~A ~~resulted~~focus inon ~~approximately~~boron ~~$335~~extraction ~~thousand~~and ofrelated ~~incremental~~end ~~share~~markets ~~based~~is ~~compensation~~aligned ~~expense~~with ~~recognized~~our ~~during~~mission ~~the~~to ~~same~~become ~~period~~a asglobal ~~compared~~leader toin ~~the~~enabling ~~amount~~industries ofaddressing ~~expense~~decarbonization, ~~that~~food ~~would~~security, ~~have~~national ~~been~~defense ~~recognized~~and ~~under~~production ~~the terms~~ of ~~the~~domestic ~~original~~supply ~~awards.~~and ~~There~~our ~~was~~focus noon ~~similar~~high ~~activity~~value ~~for~~in ~~the~~use ~~nine-months~~materials ~~ended~~and ~~March 31, 2024~~applications.

12The PFS resulted in conversion of approximately 41% of our total mineral resource and established approximately 5.3 ~~Earnings~~million short tons of boric acid reserves with an average grade of 8.03% (~~Loss~~B2O3) ~~Per~~and ~~Common~~an ~~Share~~initial 39.5-year life of mine utilizing an in-situ leaching mining method. The PFS allows for optionality for future expansion phases to develop the remaining portions of our total resource and future endeavors into value added advanced boron derivatives.

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if convertible securities, such as the Convertible Notes, Warrants, RSUs, PSUs, and stock options were exercised or converted into Common Stock. For the three months ended March 31, 2024 and the nine months ended March 31, 2025 and 2024, diluted loss per share equals basic loss per share as the effect of including dilutive securities in the calculation would be anti-dilutive, primarily because there was a net loss in such periods. For the three months ended March 31, 2025, diluted loss per share is less than basic loss per share, as there was net income in such period and the Convertible Notes had a dilutive effect. For a complete description of the terms of the warrants and outstanding equity awards, refer to Note 10-Equity and Note 11-Share Based Compensation, respectively. The following table includes a reconciliation of basic and dilutive earnings per share for each of the periods presented, as well as a summary of the potentially dilutive securities that were excluded from such computations as they would have had an anti-dilutive effect.20

20The 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 third-party EPC firms. The PFS included a capital estimate of approximately $367 million, a 15% contingency of approximately $55 million, and owner’s costs of approximately $13 million, for an aggregate capital estimate of approximately $435 million. The capital estimate includes the anticipated costs for a natural gas combined heat and power COGEN facility that will power Phase 1 of the Project. The estimated accuracy range for the capital estimate is ±25%, which is consistent with industry standards for an Association for Advancement of Cost Engineering Class 4 estimate for projects at the PFS stage. However, our capital estimate is supported by a comprehensive suite of engineering deliverables, including process flow diagrams, simulation and material balance data that are derived from real-time operating and mining data obtained from the SSF, equipment lists, preliminary design documentation, and advanced vendor testing, all of which contribute to a well-substantiated capital cost basis.

	Three months ended March 31,						Nine Months Ended March 31,
	2025			2024			2025			2024
	(in thousands, except per share data)
Basic earnings (loss) per share:
Net income (loss) - numerator	$	5,280		$	(25,905	)	$	(21,841	)	$	(45,891	)
Weighted-average shares — denominator		7,207			2,544			4,329			2,129
Basic earnings (loss) per share	$	0.73		$	(10.18	)	$	(5.05	)	$	(21.56	)
Diluted earnings (loss) per share:
Net income (loss)	$	5,280		$	(25,905	)	$	(21,841	)	$	(45,891	)
Interest expense on convertible notes, net of amounts capitalized		1,868			—			—			—
Gain on extinguishment of debt		(17,333	)		—			—			—
Net income (loss) - numerator	$	(10,185	)	$	(25,905	)	$	(21,841	)	$	(45,891	)
Weighted-average shares (denominator):		7,207			2,544			4,329			2,129
Additional shares assuming conversion of convertible note		3,245			—			—			—
Weighted-average shares — diluted		10,452			2,544			4,329			2,129
Diluted earnings (loss) per share	$	(0.97	)	$	(10.18	)	$	(5.05	)	$	(21.56	)
Warrants excluded due to anti-dilutive effect		6,096			—			6,096			—
Stock options, unvested restricted stock units and performance share units excluded due to anti-dilutive effect		180			193			180			193

We will continue to operate the SSF while we stage gate to FEL-3 engineering for Phase 1 of the commercial-scale complex. 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.

~~Subsequent~~Although ~~Equity~~our ~~Issuance~~PFS –focused ~~May~~on ~~2025~~Phase 1 of commercial production, we have retained optionality for additional expansion phases and advanced boron derivatives.

AsFinancing discussed in Note 14–Subsequent Events, subsequent to March 31, 2025, the Company issued an aggregate of 1,984,709 shares of its Common Stock in connection with the May 2025 Subscription (as defined in Note 14-Subsequent Events) and an additional 37,042 shares of its Common Stock as an advisory fee in connection with the transactions. The impact of the equity issuance is not reflected in the computation of earnings per share for the three and nine months ended March 31, 2025 and 2024.Highlights

~~13.~~August ~~Commitments~~2024 ~~and~~Equity ~~Contingencies~~Offering

~~Purchase~~On ~~Obligations~~August 27, 2024, we completed an offering (the “August 2024 Equity Offering”) of (i) 231,884 shares (the “Shares”) of our common stock, par value $0.01 per share (“Common Stock”), (ii) Series A warrants to purchase up to an aggregate of up to 231,885 shares of Common Stock (the “Series A Warrants”) and (iii) Series B warrants to purchase an aggregate of 231,885 shares of Common Stock (the “Series B Warrants”, and collectively with the Series A Warrants, the “2024 Warrants”). The Shares and 2024 Warrants were offered and sold on a combined basis for consideration equating to $17.25 for one Share and two 2024 Warrants. The exercise price for each of the 2024 Warrants is $18.3563 per share.

AsThe ofSeries ~~March~~A 31Warrants and the Series B Warrants became exercisable on February 27, 2025. The Series A Warrants will expire on February 27, 2030 and the ~~Company~~Series ~~had~~B ~~purchase~~Warrants ~~order~~will ~~commitments~~expire ofon ~~approximately~~February $227, 2027.7 ~~million~~The ~~primarily~~2024 ~~for~~Warrants ~~raw~~contain ~~materials~~standard adjustments to the exercise price including for stock splits, stock dividends, rights offerings and pro rata distributions. The 2024 Warrants also include certain rights upon the ~~operation~~occurrence of a “fundamental transaction” (as described in the ~~SSF~~warrants), ~~engineering~~including ~~services~~the ~~and~~right ~~vendor~~of ~~testing~~the ~~for~~holder thereof to receive from the Company’s ~~proposed~~or ~~commercial-scale~~a ~~facility,~~successor entity the same type or form of consideration (and ~~drilling~~in ~~services~~the ~~related~~same proportion) that is being offered and paid to ~~wellfield~~the ~~development~~holders of Common Stock in such fundamental transaction in the amount of the Black Scholes value (as described in the respective warrant agreement) of the unexercised portion of the 2024 Warrants on the date of the consummation of such fundamental transaction. The 2024 Warrants include cashless exercise rights to the extent the resale of the shares of Common Stock underlying the 2024 Warrants is not registered under the Securities Act.

~~Litigation~~The net proceeds to us for the August 2024 Equity Offering were approximately $3.0 million after deducting the placement agent’s fees and other offering expenses payable by us.

OnSeptember ~~July~~2024 ~~17,~~Notes 2023, the Company filed a complaint (the “Complaint”) against a previous construction contractor in the United States District Court for the Central District of California, Eastern Division, alleging, among other things, numerous breaches by the contractor of its contractual obligations to 5EBA under the Procurement and Construction Contract, effective April 26, 2022, by and between 5EBA and the contractor, relating to the construction of the SSF in California (the “Contract”). On August 10, 2023, the contractor filed an answer to the Complaint as well as a counterclaim for, among other things, alleged breaches by 5EBA of its contractual obligations to the contractor under the Contract and has requested relief in the approximate amount of $5.5 million. The Company plans on filing a response disputing the counterclaims asserted by the contractor and reaffirming the grounds for recovery raised in the Complaint. Discovery has begun and is ongoing. An estimate of reasonably possible losses, if any, cannot be made at this time.Offering

14On September 16, 2024, we entered into a third amendment (“Amendment No. ~~Subsequent~~3”) ~~Events~~to a January 2024 amended and restated note purchase agreement (as described in Note 7-Debt, of Part I, Item 1 of this Quarterly Report, the “January 2024 Amended and Restated Note Purchase Agreement”) and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as convertible notes issued in June of 2024 (as described in Note 7–Debt of Part I, Item 1 of this Quarterly Report, the “June 2024 Notes”), in an aggregate principal amount of $6.0 million (the “September 2024 Notes”) to Bluescape Special Situations IV (“Bluescape”), Meridian Investments Corporation (“Meridian”) and Ascend Global Investment Fund SPC for and on behalf of Strategic SP (together with Meridian, “Ascend”), and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 3 (the “September 2024 Amended and Restated Note Purchase Agreement”). The net proceeds to us for the September 2024 Notes were approximately $5.5 million after deducting issuance costs and fees payable by us.

OnJanuary ~~May 12,~~ 2025 ~~and~~Notes May 13, 2025, the Company entered into subscription agreements to issue and sell an aggregate of 1,984,709 shares of its Common Stock at a price of $3.55 per share (collectively, the “May 2025 Subscription”). In connection with the May 2025 Subscription, the Company also issued 37,042 shares of its Common Stock as partial payment for advisory services in connection with the transactions contemplated by the subscription agreements. The May 2025 Subscription closed on May 15, 2025 and resulted in aggregate proceeds to the Company of approximately $7.0 million before deducting fees and other offering expenses payable by the Company. The securities were offered in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, or Regulation S under the Securities Act.Offering

~~Item~~On 2January 14, 2025, we entered into a fourth amendment (“Amendment No. ~~Management’s~~4”) ~~Discussion~~to the January 2024 Amended and ~~Analysis~~Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as the September 2024 Notes, in an aggregate principal amount of ~~Financial~~$5.0 ~~Condition~~million (the “January 2025 Notes” and, ~~Results~~together with the August 2022 Notes, the June 2024 Notes and the September 2024 Notes, the “Convertible Notes”) to Bluescape and Ascend, and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 4 (as amended, the “Amended and Restated Note Purchase Agreement”). The Amended and Restated Note Purchase Agreement also extended the date to which we were required to comply with a financial covenant to maintain a cash balance of ~~Operations~~at least $7.5 million from December 31, 2024 to March 31, 2025. The net proceeds to us for the January 2025 Notes were approximately $4.7 million after deducting issuance costs and fees payable by us.

~~The~~Debt following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources, and cash flows of our Company for the three and nine months ended March 31, 2025 and 2024. This MD&A should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated financial statements, the accompanying notes thereto and other financial information included in this Quarterly Report on Form 10-Q, and the consolidated financial statements and accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange ~~Commission (“SEC”) on September 9, 2024 (the “Annual Report”). Except for historical information, this discussion~~ and ~~analysis~~Related contains forward looking statements that involve risks, uncertainties and assumptions and other important factors, which include, but are not limited to, the risks described elsewhere in this Quarterly Report on Form 10-Q under “Item 1A. Risk Factors” and elsewhere in our Annual Report filed with the SEC, 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.Agreements

~~Overview~~During March 2025, we completed a debt restructuring transaction with Bluescape, Meridian and Ascend in connection with certain restructuring and recapitalization transactions with respect to our capital structure (collectively the “Exchange Transaction”), including our Convertible Notes issued pursuant to the Amended and Restated Note Purchase Agreement. The Exchange Transaction resulted in:

•

Wethe ~~are~~issuance of an ~~exploration~~aggregate ~~stage company focused on becoming a vertically integrated global leader and supplier~~ of ~~specialty boron and advanced boron derivative materials whose mission is to enable decarbonization~~13, ~~increase food security~~586,524 ~~and~~shares ~~ensure domestic supply~~ of ~~critical~~our ~~materials~~Common ~~through~~Stock ~~sustainable~~on ~~best~~March ~~practices. Our business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of boric acid~~5, ~~lithium carbonate and potentially other co-products~~2025, to ~~downstream~~Ascend ~~boron advanced material processing~~ and ~~development.~~Bluescape Weupon ~~hold~~exchange ~~100%~~of all of the ~~rights~~outstanding ~~through~~Convertible ~~ownership~~Notes and ~~lode claims filed with~~ the ~~United~~extinguishment ~~States Bureau~~ of ~~Land~~all ~~Management~~indebtedness inowed ~~the 5E Boron Americas (Fort Cady) Complex (the “Project”) located in southern California through our wholly owned subsidiary 5E Boron Americas LLC. Our Project is underpinned~~ by aus ~~mineral~~under ~~resource that includes boron and lithium, with~~ the ~~boron~~Amended ~~being contained in a conventional boron mineral known as colemanite. In 2022, our facility was designated as Critical Infrastructure by the U.S. Department of Homeland Security’s Cybersecurity~~ and ~~Infrastructure~~Restated ~~Security~~Note ~~Agency.~~Purchase WeAgreement ~~believe~~ (the Project represents one of the most compelling domestic critical material projects in the United States as a strategically located operation that targets stable long-term demand, with a defined pathway to production and a low-cost, high margin and profitable financial profile.“Exchange”);

•

~~Recent~~the ~~Developments~~issuance and sale by us of 1,408,173 shares of Common Stock to Ascend and Bluescape on March 14, 2025, at a price per share of $3.5507 (the “Subscription Price”) for aggregate net proceeds of approximately $4.9 million;

•

~~Highlights~~the ~~for~~issuance ~~the~~by ~~Three~~us ~~Months~~to ~~Ended~~Ascend and Bluescape of warrants on March 3113, 2025 that expire March 13, 2026 to purchase up to 5,632,692 shares of Common Stock, at a price per share equal to the Subscription Price; and

•

~~Operational~~the ~~Highlights~~right of each of Ascend and Bluescape to designate two directors to serve on our Board of Directors (“Board”) for so long as such party beneficially owns 25% of our Common Stock and one director to serve on our Board for so long as such party beneficially owns 10% of our Common Stock.

~~Successful~~May ~~Specialty~~2025 ~~Glass~~Equity ~~Trial~~Offering

~~During~~On ~~April~~May ~~2025~~12, ~~samples~~2025 ofand ~~boric~~May ~~acid~~13, ~~that~~2025, we ~~supplied~~entered tointo asubscription ~~global~~agreements ~~specialty~~to ~~glass~~issue ~~manufacturer~~and ~~successfully~~sell ~~produced~~an ~~glass~~aggregate ~~during~~of ~~qualification trials against other suppliers~~1,984,709 ~~with~~shares ~~results~~of ~~showing that~~ our ~~boric~~Common ~~acid~~Stock ~~performed~~at asa ~~well~~price ~~as or better than the product~~ of ~~other~~$3.55 ~~suppliers~~per ~~across~~share a(collectively, ~~variety~~the of“May ~~attributes~~2025 ~~of comparison~~Subscription”). ~~The~~In ~~successful~~connection ~~trial~~with ~~advances~~the ~~our~~May ~~customer~~2025 ~~onboarding and qualification process~~Subscription, ~~and~~ we ~~believe~~also ~~demonstrates~~issued ~~that~~37,042 ~~our~~shares ~~boron production is~~ of ~~the~~our ~~necessary~~Common ~~quality~~Stock toas ~~meet~~an ~~the~~advisory ~~rigorous~~fee. ~~standards~~The ofMay ~~the~~2025 ~~specialty~~Subscription ~~glass~~closed ~~market.~~on AsMay ~~the~~15, ~~next~~2025 ~~phase~~and ofresulted ~~the~~in ~~qualification~~aggregate ~~process,~~net weproceeds ~~plan~~ to ~~ship~~us ~~larger~~of ~~quantities~~approximately of$6.4 ~~boric~~million ~~acid~~after ~~for~~deducting ~~production~~fees ~~scale~~and ~~evaluation~~other offering expenses.

~~Engineering~~August ~~Progress~~2025 ~~and~~Equity ~~Capital Assessment~~Offering

~~During~~On ~~the~~August ~~first~~21, ~~three months of calendar year~~ 2025, we ~~received~~entered ~~initial~~into ~~capital~~an ~~estimates~~underwriting ~~from~~agreement ~~our~~to ~~Engineering~~issue ~~Procurement~~ and ~~Construction~~sell ~~firm,~~an ~~Fluor~~aggregate ~~Corporation.~~of ~~Updated~~2,374,481 ~~analysis~~shares ~~indicates~~of ~~that~~our ~~the~~Common ~~Project~~Stock isat ~~expected~~a toprice ~~deliver~~of ~~stronger~~$3.50 ~~Phase~~per 1share ~~economics~~(the ~~than~~“August ~~previously~~2025 ~~forecasted~~Equity ~~while maintaining additional optionality for advanced materials and bi-product production~~Offering”). The ~~first~~August ~~phase~~2025 ofOffering ~~commercial~~closed ~~production~~on ~~now~~August ~~forecasts 77~~25,~~000~~ ~~short tons of B2O3~~2025, ~~targeted capital expenditure between approximately $390~~ and ~~$430~~resulted ~~million,~~in ~~and~~aggregate ~~targets~~net aproceeds ~~project unlevered internal rate~~ of ~~return~~approximately ~~ranging from 18% to 22%~~$7.4 Wemillion ~~believe~~after ~~these~~deducting ~~updates~~underwriting ~~support~~discounts ~~our~~and ~~delivery~~commissions, ofand aother ~~pre-feasibility~~offering ~~report~~expenses ~~with~~paid aor ~~robust~~payable ~~final~~by ~~economic analysis in June 2025~~us.

22Financing Transactions — Liquidity Considerations and Going Concern

~~Project~~Although ~~Timeline~~the August 2025 Equity Offering provided net cash proceeds of approximately $7.7 million (exclusive of related costs that remain payable as of September 30, 2025) and ~~Path~~improved our cash position, we continue to ~~Final~~operate ~~Investment~~under ~~Decision~~a (business plan that includes reductions in certain spending, and we will need additional financing in order to continue as a going concern for a period of at least one year after the date we issue this Quarterly Report. The receipt of potential funding cannot be considered probable at this time because these plans are not entirely within management’s control as of the date of this Quarterly Report. Therefore, there exists substantial doubt regarding our ability to continue as a going concern. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the aforementioned substantial doubt regarding our ability to continue as a going concern. Refer to the “~~FID~~Going Concern”) discussion within Note 1-Basis of Financial Statement Presentation of the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report and “Liquidity and Capital Resources” below for more information.

Completion of vendor equipment testing remains the critical step on our path to completing the first phase of commercial engineering. We have made meaningful progress to date and we are now targeting completion of vendor testing during June 2025. Upon completion of the vendor equipment testing and subsequent release of our pre-feasibility report, the Company expects to stage-gate to a streamlined Front End Engineering Design (“FEED”) phase and anticipates a final investment decision (FID) in early calendar year 2026.22

~~Financing~~Reverse ~~Highlights~~Stock Split

~~January~~On February 14, 2025, ~~Notes~~we effected a 1-for-23 reverse stock split (the “Reverse Stock Split”) of our Common Stock. As such, all references to the number of shares and per share amounts of our Common Stock included in this Quarterly Report on Form 10-Q have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

OnResults January 14, 2025, we entered into a fourth amendment (“Amendment No. 4”) to the January 2024 Amended and Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell an aggregate $5 million of new senior secured convertible notes (the “January 2025 Notes”) in substantially the same form and under the same terms as the then existing convertible notes issued in June 2024 (the “June 2024 Notes”) and September 2024 (the “September 2024 Notes”, together with the June 2024 Notes, the “Existing Notes”) and together with the January 2025 Notes, the “Convertible Notes”) to BEP Special Situations IV LLC (“Bluescape”), Meridian Investments Corporation (“Meridian”) and Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (together with Meridian, “Ascend”), and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 4 (as amended, the “Amended and Restated Note Purchase Agreement”). The Amended and Restated Note Purchase Agreement also extended the date to which we were required to comply with the then enforce financial covenant for us to maintain a cash balance of at least $7.5 million from December 31, 2024 to March 31, 2025. Concurrently with the execution of Amendment No. 4, we entered into the Restructuring Support Agreement, and other related agreements, as discussed below. Operations

~~Debt~~The ~~Exchange~~following ~~and~~table ~~Related~~summarizes ~~Agreements~~our results of operations for the periods presented.

On January 14, 2025, we entered into a Restructuring Support Agreement (the “Restructuring Support Agreement”) with Bluescape, and Ascend in connection with certain restructuring and recapitalization transactions with respect to our capital structure (collectively the “Exchange Transaction”), including our Convertible Notes issued pursuant to the Amended and Restated Note Purchase Agreement.


	Three Months Ended September 30,						Variance
	2025			2024			$			%
	(in thousands)
COSTS AND EXPENSES
Project expenses	$	1,156		$	1,554		$	(398	)		-26	%
Small-scale facility operating costs		833			1,587			(754	)		-48	%
General and administrative		3,432			4,798			(1,366	)		-28	%
Depreciation and amortization expense		5,314			4,972			342			7	%
Total costs and expenses		10,735			12,911			(2,176	)		-17	%
LOSS FROM OPERATIONS		(10,735	)		(12,911	)		2,176			-17	%
NON-OPERATING INCOME (EXPENSE)
Interest income		55			23			32			139	%
Other income		—			1			(1	)		-100	%
Derivative gain		—			2,187			(2,187	)		-100	%
Interest expense		(6	)		(2,155	)		2,149			-100	%
Other expense		(4	)		(4	)		—			0	%
Total non-operating income (expense)		45			52			(7	)		-13	%
Income tax expense (benefit)		—			—			—		N/A
NET INCOME (LOSS)	$	(10,690	)	$	(12,859	)	$	2,169			-17	%

~~Pursuant~~* toRepresents ~~the~~a ~~Restructuring~~percentage ~~Support~~change ~~Agreement,~~greater ~~the~~than ~~parties~~+/- ~~agreed to implement the Exchange Transaction either as an:~~ 300%

Out-Comparison of-Court Restructuring: Subject to the satisfactionthree ofmonths customaryended conditions,September including approval by our stockholders30, a2025 recapitalizationand through, among other things: 2024

~~pursuant~~Project to an Exchange Agreement dated January 14, 2025 among Ascend, Bluescape and us (the “Exchange Agreement”), the issuance of an aggregate of 13,586,524 shares of our common stock, par value $0.01 per share (“Common Stock”) to Ascend and Bluescape upon exchange of all of the outstanding Convertible Notes (the “Exchange”); expenses

~~pursuant~~Project toexpenses ainclude ~~Securities~~drilling, ~~Subscription~~plug ~~Agreement~~and ~~dated January 14~~abandonment, ~~2025~~site ~~among Ascend~~preparation, ~~Bluescape~~engineering ~~and us~~ (~~the~~excluding ~~“January~~amounts ~~2025~~eligible ~~Subscription~~to ~~Agreement”~~be capitalized), ~~the~~consumables, ~~issuance~~testing and ~~sale~~sampling, byhydrology, uspermits, ofsurveys, ancertain ~~aggregate~~consultants ofand ~~$5.0~~other ~~million~~expenses ofassociated ~~Common~~with ~~Stock~~further toprogressing ~~Ascend~~our ~~and~~Project. ~~Bluescape~~For atthe athree ~~price~~months ~~per~~ended ~~share~~September ~~equal~~30, to2025, ~~the~~Project ~~lesser~~expenses ofdecreased ~~(a)~~ $~~6.716~~398 ~~per~~thousand, ~~share~~or ~~and~~26%, ~~(b)~~versus the ~~volume~~comparable ~~weighted~~period ~~average~~in ~~price~~the ~~for~~prior ~~the~~year. ~~Common~~The ~~Stock~~decrease onwas primarily the ~~five~~result ~~consecutive~~of ~~trading~~decreases ~~days~~in: ~~immediately~~(i) ~~following~~site-related ~~the~~costs ~~date~~($0.3 ofmillion), ~~the~~and ~~Exchange~~ (~~the~~ii) ~~“Subscription~~insurance ~~Price”);~~costs ($0.1 million).

~~pursuant to the January 2025 Subscription Agreement, the issuance by us to Ascend and Bluescape of warrants with a one~~Small-~~year~~scale ~~term~~facility ~~(the~~operating “Restructuring Warrants”) to purchase an aggregate number of shares of Common Stock represented by up to $20.0 million divided by the Subscription Price, at a price per share equal to the Subscription Price; and costs

~~pursuant~~Small-scale tofacility aoperating ~~Fourth~~costs ~~Amended~~consist ~~and~~of ~~Restated~~raw ~~Investor~~materials, salaries and ~~Registration~~benefits ~~Rights~~for ~~Agreement~~employees ~~dated~~that ~~January~~are ~~14,~~directly ~~2025~~responsible ~~among~~for ~~Ascend,~~the ~~Bluescape~~operation ~~and~~of ~~us (~~the ~~“IRRA”)~~SSF, ~~the~~and ~~right~~maintenance ofand ~~each~~upkeep ofrelated ~~Ascend~~to ~~and~~the ~~Bluescape~~SSF. toFor ~~designate~~the ~~two~~three ~~directors~~months toended ~~serve~~September on30, ~~our~~2025, ~~Board~~Small-scale offacility ~~Directors~~operating ~~(“Board”)~~costs ~~following~~decreased ~~the~~$754 ~~consummation~~thousand, ofor 48%, versus the ~~Exchange~~comparable ~~Transaction~~period ~~for~~in sothe ~~long~~prior asyear. ~~such~~The ~~party~~decrease ~~beneficially~~was ~~owns~~primarily ~~25%~~the result of ~~our~~decreases ~~Common~~in: ~~Stock~~(i) salaries and ~~one~~benefits ~~director~~for toour ~~serve~~employees ondirectly ~~our~~responsible ~~Board~~ for sooperating ~~long~~the asSSF ~~such~~($0.5 ~~party~~million), ~~beneficially~~(ii) ~~owns~~raw ~~10%~~materials ofnecessary ~~our~~to ~~Common~~operate ~~Stock~~the ~~(clauses~~SSF and produce boric acid (i$0.1 million), ~~through~~and (iviii), ~~together~~maintenance, upkeep and other costs incurred for the ~~“Out-~~operation of~~-Court~~ ~~Restructuring”);~~the orSSF ($0.2 million).

~~In-Court~~General ~~Restructuring:~~and Toadministrative the extent that the terms of or the conditions precedent to the Out-of-Court Restructuring could not be timely satisfied or waived, we would file voluntary pre-packaged cases under chapter 11 of title 11 of the United States Code in a United States Bankruptcy Court (the “Bankruptcy Court”) pursuant to a pre-packaged plan of reorganization (the “Pre-Packaged Chapter 11 Plan”) pursuant to which, among other things, all of our existing equity expenses

23General and administrative expenses include professional fees, costs associated with marketing, on-going SEC and public company costs, public relations, rent, salaries for administrative personnel within the Company, share based compensation, certain consultants, investor relations and other expenses. For the three months ended September 30, 2025, general and administrative

interests would be extinguished, with Ascend and Bluescape each owning their respective pro rata share of 100% of the new equity interests in the Company upon the effective date of the Pre-Packaged Chapter 11 Plan (the “In-Court Restructuring”). The Restructuring Support Agreement further provided that Ascend and Bluescape would provide a $10.0 million debtor-in-possession financing facility pursuant to a debtor-in-possession credit agreement to be agreed upon by the parties and, as necessary, approved by the Bankruptcy Court. 23

Onexpenses ~~March~~decreased $1.4 million, ~~2025~~or 28%, atversus athe ~~special~~comparable ~~meeting~~period ofin ~~stockholders,~~the ~~our~~prior ~~stockholders~~fiscal ~~voted~~year. inThe ~~favor~~decrease ofwas primarily the ~~Out-~~result of~~-Court~~ ~~Restructuring~~decreases in: (i) incentive compensation related costs, ~~and~~inclusive onof ~~March~~share-based 5compensation expense ($0.9 million), ~~2025~~which is primarily the ~~Exchange~~result ~~was~~of ~~completed~~$1.1 ~~and~~million ~~resulted~~of inshare-based ~~13,586,524~~compensation ~~shares~~expense ofrecognized during the ~~Company’s~~three ~~Common~~months ~~Stock~~ended ~~issued~~September 30, 2024 due to ~~Bluescape~~the acceleration of expense associated with a severance agreement with a former employee, (ii) professional and ~~Ascend~~legal fees ($0.5 million), ~~the~~(iii) ~~termination~~miscellaneous and travel costs as a result of cost cutting measures across the ~~Amended~~organization ~~and~~($0.2 ~~Restated~~million), ~~Note~~(iv) ~~Purchase~~insurance ~~Agreement~~related costs ($0.2 million), and ~~the~~(v) ~~extinguishment~~employee ofseverance ~~all~~costs ~~indebtedness~~($0.1 ~~owed~~million). These decreases were offset by ~~the~~increases ~~Company~~in ~~under~~(i) ~~the~~marketing ~~Amended~~and investor relation related costs ($0.4 million) and ~~Restated~~(ii) ~~Note~~commercial ~~Purchase~~consulting ~~Agreement~~costs ($0.1 million)

OnDepreciation ~~March 13, 2025, pursuant to the January 2025 Subscription Agreement, we issued~~ and ~~sold~~amortization anexpense aggregate of 1,408,173 shares of Common Stock to Bluescape and Ascend, at a Subscription Price of $3.5507 per share for aggregate gross proceeds of $5.0 million (the “March 2025 Subscription”). Also pursuant to the January 2025 Subscription Agreement, we issued Restructuring Warrants to purchase up to an aggregate of 5,632,692 shares of Common Stock to Bluescape and Ascend. The Restructuring Warrants are immediately exercisable and expire on March 13, 2026, and have an exercise price per share equal to the Subscription Price.

~~May~~Depreciation and amortization relate to use of our SSF, injection and recovery wells, owned or leased vehicles, buildings and equipment and the accretion of our asset retirement obligations. For the three months ended September 30, 2025, ~~Equity~~depreciation ~~Offering~~and amortization expense increased $342 thousand, or 7%, versus the comparable period in the prior year. The increase was primarily due to the combined effect of (i) our beginning to depreciate $2.1 million of costs incurred for the horizontal sidetracks we drilled from our existing injection and recovery wells during the quarter ended September 30, 2025, and (ii) the reduction in useful life of the injection and recovery wells from 5.0 years to 3.75 years to more closely align with our operational and development plans.

OnInterest May 12, 2025 and May 13, 2025, we entered into a subscription agreements to issue and sell an aggregate of 1,984,709 shares of our Common Stock at a price of $3.55 per share (collectively, the “May 2025 Subscription”). In connection with the May 2025 Subscription, we also issued 37,402 shares of our Common Stock as an advisory fee. The May 2025 Subscription closed on May 15, 2025 and resulted in aggregate proceeds to us of approximately $7.0 million before deducting fees and other offering expenses payable by us.income

~~Financing~~Interest ~~Transactions~~income —is ~~Liquidity~~derived ~~Considerations~~from the investment of our excess cash and ~~Going~~cash ~~Concern~~equivalents and reclamation bond deposits in short-term (original maturities of three months or less) investments of highly liquid treasury bills and certificates of deposit. For the three months ended September 30, 2025, interest income increased $32 thousand, or 139%, versus the comparable period in the prior fiscal year. The increase was primarily due to the combined effect of (i) improved management of idle funds, and (ii) interest income from the reclamation bond deposit account that was established during April 2025.

~~Although~~Other the January 2025 Notes, March 2025 Subscription and May 2025 Subscription improved our cash position by providing an aggregate of $17.0 million of proceeds to the Company, prior to recognition of issuance costs and transaction fees, and we continue to operate under a business plan that includes reductions in certain spending, we will need additional financing in order to continue as a going concern for a period of at least one year after the date these financial statements are issued. The receipt of potential funding cannot be considered probable at this time because these plans are not entirely within management's control as of the date of the unaudited condensed consolidated financial statements. Therefore, there exists substantial doubt regarding our ability to continue as a going concern. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the aforementioned substantial doubt regarding our ability to continue as a going concern. Refer to the “Going Concern” discussion within Note 1–Basis of Financial Statement Presentation of the unaudited condensed consolidated financial statements and “Liquidity and Capital Resources” below for more information.income

~~Reverse~~Other ~~Stock~~income ~~Split~~is primarily derived from the sale of scrap and other materials. For the three months ended September 30, 2025, we did not recognize other income from the sale of scrap materials, versus $1 thousand recognized for the sale of scrap materials during the comparable period in the prior fiscal year.

OnDerivative ~~February~~gain 14, 2025, following approval by our stockholders at our 2024 annual meeting of our stockholders (the “Annual Meeting”), we effected a 1-for-23 reverse stock split (the "Reverse Stock Split") of our Common Stock.

~~The~~Derivative ~~Reverse~~gain ~~Stock~~(loss) ~~Split~~results ~~did~~from ~~not~~changes ~~affect~~in the ~~number~~fair value of ~~authorized~~the ~~shares~~embedded ofconversion ~~Common~~features ~~Stock~~relating orto ~~the~~degressive ~~par~~issuance ~~value~~provisions oforiginally ~~each~~contained ~~share~~in ofan ~~Common~~amended ~~Stock.~~and ~~The~~restated ~~number~~note purchase agreement entered into during May of ~~CHESS~~2024, ~~Depositary~~and ~~Interests~~subsequently ~~(“CDIs”)~~incorporated ininto ~~respect~~and ofcontinue under the ~~Company’s~~September ~~shares~~2024 ofAmended ~~Common~~and ~~Stock~~Restated ~~outstanding~~Note ~~immediately~~Purchase ~~prior~~Agreement. These conversion features were deemed to ~~the~~be ~~effectiveness~~embedded ofderivatives ~~the~~requiring ~~Reverse~~bifurcation ~~Stock~~and ~~Split~~separate ~~was~~accounting ~~proportionately~~as ~~reduced~~stand-alone byderivative instruments (the ~~final~~“June ~~split~~2024 ~~ratio~~Convertible Note Derivative” and “September 2024 Convertible Note Derivative”), ~~subject~~each toas ~~rounding.~~discussed ~~The~~within ~~1:10~~Note ~~share~~7-~~to-CDI~~Debt ~~ratio~~and ~~was~~Note ~~not~~8-Convertible ~~affected~~Note byDerivatives to the ~~Reverse~~unaudited ~~Stock~~condensed ~~Split.~~consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

~~Our~~There ~~Common~~was ~~Stock~~no ~~began~~unrealized ~~trading~~derivative ongain a(loss) ~~post-split~~during ~~adjusted~~the ~~basis~~three onmonths ~~February~~ended ~~18,~~September ~~2025. On March 4~~30, 2025, weas ~~were notified by~~ the ~~Nasdaq~~June ~~Listing~~2024 ~~Qualifications~~Convertible ~~staff~~Note ~~that~~Derivative ~~the~~and ~~closing~~September ~~bid~~2024 ~~price~~Convertible ofNote ~~our~~Derivative ~~Common~~each ~~Stock~~expired ~~had~~on ~~been~~December ~~at $1.00 per share or greater for 10 consecutive business days~~31, ~~from February 18~~2024, ~~2025~~prior to ~~March 3, 2025, and accordingly, that we had regained compliance with Nasdaq Listing Rule 5450(a)(1) and this matter is now closed. If our Common Stock again closes below~~ the ~~$1.00~~beginning ~~per share minimum bid price required by Nasdaq for 30 consecutive business days, we would again receive another notice~~ of ~~non-compliance~~such ~~with Nasdaq's listing standards and face the risk of delisting~~period.

~~All~~The ~~references~~unrealized derivative gain (loss) during the three months ended September 30, 2024 was primarily due to a decrease in our stock price during the ~~number~~period, which resulted in a gain on the June 2024 Convertible Note Derivative. Our stock price on June 28, 2024 (the last trading day prior to the end of ~~shares~~our 2024 fiscal year) and ~~per~~September ~~share~~30, ~~amounts~~2024 (the end of the prior year fiscal quarter) was $27.83 and $12.42, respectively. The observed decline in our ~~Common~~stock ~~Stock~~price, ~~included~~particularly to a price below the Conversion Price for the June 2024 Notes, resulted in ~~this~~a ~~Quarterly~~decline ~~Report~~in onthe ~~Form~~value ~~10-Q~~of ~~have~~the ~~been~~embedded ~~retroactively~~conversion ~~adjusted~~feature and a resulting derivative gain of $2.4 million. This derivative gain was offset, to ~~give~~a ~~effect~~lesser extent, by a loss with respect to the ~~Reverse~~September ~~Stock~~2024 ~~Split~~Convertible ~~for~~Note ~~all~~Derivative ~~periods~~during ~~presented~~the same period. The unrealized derivative loss was primarily due to an increase in our stock price from $11.50 on September 16, 2024 (the issuance date of the September 2024 Notes) to $12.42 on September 30, 2024 (the end of the prior year fiscal quarter). On December 31, 2024, upon the expiration of the degressive issuance conversion feature associated with the June 2024 Notes and September 2024 Notes, the June 2024 Convertible Note Derivative and September 2024 Convertible Note Derivative expired and the remaining aggregate fair value of such derivatives of $3.6 million was transferred to additional paid-in capital.

~~Meeting with U.S. Import-Export Bank~~24

InInterest late January 2025, our executive management held meetings with representatives of the Export-Import Bank of the United States (“EXIM”) in Washington, D.C., through which we gained deeper insights into the funding process requirements and expected timetables for EXIM’s loan programs, and provided EXIM with additional education on our Project. As previously disclosed, in September 2024, we received a non-binding letter of intent from EXIM for a loan-backed guarantee on project debt financing of up to expense

24Interest expense primarily related to interest expense incurred on the Convertible Notes and was net of amounts capitalized to construction-in-progress. Prior to the January 2024 Amended and Restated Note Purchase Agreement, the Convertible Notes accrued interest at a rate of 6.0% when interest was paid-in-kind through the issuance of additional notes. Subsequent to the January 2024 Amended and Restated Note Purchase Agreement, the Convertible Notes accrued interest at a rate of 10.0% when interest was paid-in-kind through the issuance of additional notes, with such rate also applying to the June 2024 Notes, September 2024 Notes and January 2025 Notes. We also recognized interest expense for the amortization of debt issuance costs and the amortization of debt discounts on the Convertible Notes. As part of the modification of the terms of our debt associated with the January 2024 Amended and Restated Note Purchase Agreement, the modified debt was recognized at fair value on our balance sheet which eliminated the prior debt discount and prior debt issuance costs that were amortized to interest expense. In connection with the Exchange Transaction on March 5, 2025, all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement was extinguished and the recognition of interest expense ceased.

~~$285~~For ~~million~~the ~~for~~three ~~our~~months ~~proposed~~ended ~~commercial~~September ~~scale~~30, ~~facility.~~2025, Weinterest ~~now~~expense ~~expect~~decreased to$2.1 ~~formally~~million, ~~apply~~versus ~~for~~ the ~~EXIM~~comparable ~~loan~~period ~~package~~in ~~once~~ the ~~first~~prior ~~phase~~fiscal ofyear. ~~commercial~~The ~~engineering~~decrease iswas ~~complete~~due ~~with~~to ~~diligence~~the ~~on-going~~extinguishment ~~during~~of the ~~FEED~~Convertible ~~engineering~~Notes ~~phase~~and recognition of interest expenses thereon.

~~Director~~Other ~~Changes~~expense

~~Effective~~Other ~~December~~expense ~~31,~~relates ~~2024,~~to ~~David~~losses J.on ~~Salisbury,~~foreign ~~Chairman~~currency ~~and Director~~transactions, ~~and~~certain ~~Keith~~non-income ~~Jennings,~~related ~~Director,~~taxes ~~resigned~~and ~~from~~penalties. ~~the~~For ~~Board, and~~ the ~~Board’s~~three ~~size~~months ~~was~~ended ~~reduced~~September ~~from six to four. On January 21~~30, 2025, ~~Paul~~other ~~Weibel,~~expense ~~our Chief Executive Officer,~~ was ~~elected~~$4 ~~to the Board at the Annual Meeting~~thousand, ~~and~~consistent ~~succeeded~~with ~~Jimmy Lim, who was not re-nominated for election at~~ the ~~Annual~~comparable ~~Meeting.~~period Onin ~~March 5, 2025, upon~~ the ~~effectiveness~~prior offiscal ~~the Exchange, Mr~~year. ~~Weibel resigned from the Board and was succeeded by Curtis L. Hebert, Jr.~~

ResultsLiquidity ofand OperationsCapital Resources

The following table summarizes our results of operations for the periods presented.Overview

	Three Months Ended March 31,						Variance						Nine Months Ended March 31,						Variance
	2025			2024			$			%			2025			2024			$			%
	(in thousands)												(in thousands)
COSTS AND EXPENSES
Project expenses	$	1,050		$	1,155		$	(105	)		-9	%	$	4,283		$	4,169		$	114			3	%
Small-scale facility operating costs		897			—			897		N/A				3,564			—			3,564		N/A
General and administrative		3,265			2,997			268			9	%		11,342			16,431			(5,089	)		-31	%
Research and development		—			—			—		N/A				—			45			(45	)		-100	%
Depreciation and amortization expense		4,992			53			4,939		*				14,955			159			14,796		*
Total costs and expenses		10,204			4,205			5,999			143	%		34,144			20,804			13,340			64	%
LOSS FROM OPERATIONS		(10,204	)		(4,205	)		(5,999	)		143	%		(34,144	)		(20,804	)		(13,340	)		64	%
NON-OPERATING INCOME (EXPENSE)
Interest income		21			73			(52	)		-71	%		68			215			(147	)		-68	%
Other income		—			4			(4	)		-100	%		4			7			(3	)		-43	%
Gain (loss) on extinguishment of debt		17,333			(20,953	)		38,286			-183	%		17,333			(20,953	)		38,286			-183	%
Derivative gain (loss)		—			—			—		N/A				1,357			—			1,357		N/A
Interest expense		(1,869	)		(822	)		(1,047	)		127	%		(6,454	)		(4,348	)		(2,106	)		48	%
Other expense		(1	)		(2	)		1			-50	%		(5	)		(8	)		3			-38	%
Total non-operating income (expense)		15,484			(21,700	)		37,184			-171	%		12,303			(25,087	)		37,390			-149	%
NET INCOME (LOSS)	$	5,280		$	(25,905	)	$	31,185			-120	%	$	(21,841	)	$	(45,891	)	$	24,050			-52	%

As of September 30, 2025, we had cash and cash equivalents of $5.5 million and a working capital deficit of $1.5 million compared to $3.8 million of cash and cash equivalents and a working capital deficit of $1.8 million as of June 30, 2025. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions may exceed insured limits. Market conditions can impact the viability of these institutions.

*Our ~~Represents~~predominant source of cash has been generated through equity financing from issuances of our common stock and equity-linked securities, including our previously outstanding Convertible Notes. Since inception, we have not generated revenues, and as such, have relied on equity financing and equity-linked instruments to fund our operating and investing activities. As a ~~percentage~~result ~~change~~of ~~greater~~the ~~than~~Exchange +/Transaction (as defined in Note 1-Basis ~~300%~~of Financial Statement Presentation in Item 1 of this Quarterly Report) in March of 2025, all outstanding indebtedness pursuant to the Convertible Notes was extinguished in exchange for equity interest in the Company, and the financial covenant requiring us to maintain a minimum cash balance was eliminated.

~~Comparison~~During offiscal year 2026, we completed the ~~three~~August ~~and~~2025 ~~nine~~Equity ~~months~~Issuance ~~ended~~aimed ~~March~~at 31strengthening our balance sheet, ~~2025~~to help fund mining and ~~2024~~SSF operations. wellfield development and analysis, and advanced planning for FEL-3 engineering.

~~Project~~A ~~expenses~~summary of our cash flows for the three months ended September 30, 2025 and 2024 follows.

Project expenses include drilling, plug and abandonment, site preparation, engineering (excluding amounts eligible to be capitalized), consumables, testing and sampling, hydrology, permits, surveys, and other expenses associated with further progressing our Project. Prior to April 1, 2024, Project expenses also included non-labor related costs incurred to prepare for the operation of the SSF, as these costs were incurred prior to the SSF being placed into operation. For the three months ended March 31, 2025, project expenses decreased $105 thousand, or 9%, versus the comparable period in the prior year. The decrease was primarily the result of decreases in: (i) testing and analysis costs, primarily for environmental compliance ($0.2 million), (ii) wellfield development costs ($0.2 million), and (iii) Environmental Protection Agency and other environmental compliance costs ($0.1 million). These decreases were offset by increases in: (i) site-related costs ($0.3 million), and (ii) insurance costs ($0.1 million).


	For the three months ended September 30,						Variance
	2025			2024			$			%
	($ in thousands)
Net cash used in operating activities	$	(4,298	)	$	(6,375	)	$	2,077			-33	%
Net cash used in investing activities		(1,446	)		(400	)		(1,046	)		262	%
Net cash provided by financing activities		7,376			8,730			(1,354	)		-16	%
Net increase (decrease) in cash and cash equivalents	$	1,632		$	1,955		$	(323	)		-17	%

~~For~~* ~~the~~Represents ~~nine~~a ~~months~~percentage ~~ended~~change ~~March~~greater ~~31,~~than ~~2025,~~+/- ~~project expenses increased $114 thousand, or 3~~300%, versus the comparable period in the prior year. The increase was primarily the result of: (i) increased wellfield development activity primarily related to the installation of additional observation monitoring wells that were required for environmental compliance ($0.8 million), and (ii) an increase in site related costs due to increased activity at the Project ($0.7 million). These increases were offset by decreases in: (i) Environmental Protection Agency and other environmental compliance costs, including permit activity ($0.6 million), (ii) testing and analysis costs, primarily for environmental compliance ($0.5 million), (iii) insurance costs ($0.2 million), and (iv) expenses incurred relating to our plug and abandonment program to prepare the wellfield for injection operations ($0.1 million).

25Cash Flows Used For Operating Activities

~~Small-scale~~Net ~~facility~~cash used in operating activities for each of the above periods was primarily the result of general and administrative costs (exclusive of share based compensation), costs incurred in furthering the Project, and operating costs of the SSF. During the three

Small-scale facility operating costs consists of raw materials, salaries and benefits for employees that are directly responsible for the operation of the SSF, and maintenance and upkeep related to the SSF after April 1, 2024. Prior to April 1, 2024, such costs were reported within either Project expenses or General and administrative expenses as the SSF had not yet been placed into operation. For the three months ended March 31, 2025, Small-scale facility operating costs consisted of: (i) salaries and benefits for our employees directly responsible for operating the SSF ($0.6 million), (ii) raw materials necessary to operate the SSF and produce boric acid ($0.2 million), and (iii) maintenance, upkeep and other costs incurred for the operation of the SSF ($0.1 million). There were no comparable expenses for the same period in the prior year as the SSF had not yet been placed into service and such costs were reported as either Project expenses or General and administrative expenses, as appropriate.25

~~For the nine~~ months ended ~~March~~September 3130, 2025, ~~Small-scale~~we ~~facility~~used ~~operating~~$4.3 ~~costs~~million ~~consisted~~ of: ~~(i)~~cash ~~salaries and benefits~~ for ~~our~~operating ~~employees~~activities, ~~directly~~a ~~responsible~~decrease ~~for~~of ~~operating~~approximately ~~the SSF (~~$2.61 million), ~~(ii)~~or ~~raw~~33% ~~materials~~compared ~~necessary~~ to ~~operate~~ the ~~SSF~~comparable ~~and~~period ~~produce~~in ~~boric~~the ~~acid~~prior ~~($0~~fiscal year.6 ~~million),~~The ~~(iii)~~decrease ~~maintenance,~~in ~~upkeep~~cash ~~and~~used ~~other~~in ~~costs~~operations ~~incurred~~during ~~for~~ the ~~operation~~current ofperiod ~~the~~primarily ~~SSF~~results ~~($0.3~~from ~~million),~~decreases ~~and~~in ~~(iv)~~Small-scale ~~other~~facility operating costs, ~~($0.1~~Project ~~million).~~expenses ~~There~~and ~~were~~General noand ~~comparable~~administrative expenses, ~~for~~net ~~the~~of ~~same~~non-cash ~~period~~share-based incompensation ~~the~~expense ~~prior~~(refer ~~year~~to as the ~~SSF~~discussion ~~had~~of ~~not~~period-over-period ~~yet~~changes ~~been~~in ~~placed~~Small-scale ~~into~~facility ~~service~~operating ~~and such~~ costs, ~~were reported as either~~ Project expenses orand General and administrative expenses, aswithin ~~appropriate~~Results of Operations above for additional details).

GeneralCash andFlows administrativeUsed expensesFor Investing Activities

~~General~~Our ~~and~~cash ~~administrative~~flows ~~expenses~~used ~~include professional fees, costs associated with marketing, on-going SEC and public company costs, public relations, rent, salaries~~ for ~~administrative~~investing ~~personnel~~activities ~~within~~primarily ~~the~~relate ~~Company, share based compensation and other expenses. Prior~~ to ~~April~~wellfield 1,development ~~2024~~activities, ~~all~~equipment ~~salaries~~purchases, ~~and~~stage ~~benefits~~2 ~~for~~of ~~the~~our ~~entire~~front-end ~~organization~~loading ~~were~~(“FEL-2”) ~~reported~~engineering ~~in general~~ and ~~administrative~~related ~~expenses.~~vendor ~~After~~testing ~~April~~related 1,to ~~2024,~~our ~~the~~commercial-scale ~~date which we began operation of the SSF~~facility, ~~salaries~~ and ~~benefits~~advanced ~~for~~planning ~~employees that are directly responsible~~ for ~~the~~stage ~~operation~~3 of ~~the~~our ~~SSF~~front-end ~~are~~loading ~~reported in Small~~(“FEL-~~scale~~3”) ~~facility~~engineering ~~operating costs~~program. ~~For~~During the three months ended ~~March~~September 3130, 2025, ~~general~~we ~~and~~used ~~administrative expenses increased~~ $~~268 thousand, or 9%, versus the comparable period in the prior fiscal year~~1.4 ~~The~~million ~~increase~~of ~~was~~cash ~~primarily~~for ~~due~~investing ~~to increases in professional fees ($2.1 million)~~activities, ~~primarily~~an ~~due~~increase toof aapproximately $1.80 million, ~~reclassification~~or of262%, ~~legal~~compared ~~and accounting fees~~ to ~~either~~the ~~debt~~comparable orperiod ~~equity issuance costs~~ in the prior ~~year~~fiscal ~~which resulted from the successful implementation of the January 2024 restructuring transaction~~year. The increase ~~was~~in ~~offset~~cash byused ~~decreases~~ in: ~~(i)~~investing ~~base~~activities ~~compensation~~primarily ~~and~~results ~~employee benefits, resulting~~ from ~~the~~wellfield ~~combined~~development ~~impact~~activities ofduring ~~(a) salaries and benefits for personnel responsible for~~ the ~~operation~~three ofmonths ~~the~~ended ~~SSF~~September ~~now~~30, ~~reported as Small-scale facility operating costs~~2025, ~~and~~including ~~(b) a reduction in head count across~~ the ~~organization~~horizontal ~~(for~~sidetracks awe ~~combined~~drilled ~~impact~~from oftwo ~~$0.9 million), (ii) incentive compensation related costs, inclusive~~ of ~~share~~our ~~based~~existing ~~compensation~~injection ~~expense ($0.5 million), (iii) miscellaneous, travel~~ and ~~marketing~~recovery ~~costs as a result of cost cutting measures across the organization ($0~~wells.~~3 million), and (iv) insurance costs ($0.1 million).~~

ForCash theFlows nineFrom monthsFinancing ended March 31, 2025, general and administrative expenses decreased $5.1 million, or 31%, versus the comparable period in the prior fiscal year. The decrease was primarily due to decreases in: (i) base compensation and employee benefits, resulting from the combined impact of (a) salaries and benefits for personnel responsible for the operation of the SSF now reported as Small-scale facility operating costs, and (b) a reduction in head count across the organization (for a combined impact of $2.7 million), (ii) incentive compensation related costs, inclusive of share based compensation expense ($0.9 million), (iii) professional fees, primarily as a result of incurring incremental legal fees in the prior year leading up to the January 2024 restructuring transaction ($0.6 million), (iv) miscellaneous and travel costs resulting from cost cutting measures across the organization ($0.5 million), and (v) marketing related costs ($0.4 million).Activities

~~Research~~Our cash flows from financing activities primarily relate to equity and ~~development~~equity-linked financing transactions to fund our business and operations. Cash flows provided by financing activities for the three months ended September 30, 2025 were the result of approximately $7.7 million of net proceeds received from the August 2025 Equity Offering, which was offset by approximately $0.2 million of costs incurred in connection with an equity offering during May of 2025 and approximately $0.1 million of taxes paid upon the vesting and release of shares for equity awards.

~~Research~~Cash ~~and~~flows ~~development~~provided ~~expense~~by ~~includes~~financing ~~costs~~activities ~~incurred~~for ~~under~~the ~~research~~three ~~agreements~~months ~~with~~ended ~~Georgetown~~September ~~University~~30, ~~and~~2024 ~~Boston~~were ~~College~~the ~~that~~result ~~aim~~of to(i) ~~enhance~~approximately ~~the~~$3.1 ~~performance~~million of ~~permanent~~net ~~magnets~~proceeds ~~through~~received ~~increased~~from ~~use~~the ofAugust ~~boron.~~2024 ~~Both~~Equity ~~engagements~~Offering ~~were~~(as ~~completed~~defined ~~during~~in ~~the~~Note ~~second~~10-Equity ~~fiscal~~in ~~quarter~~Item 1 of ~~2024.~~this ~~Therefore~~Quarterly Report), weafter ~~incurred~~recognition noof ~~research~~the related costs and ~~development~~fees ~~costs~~(exclusive inof ~~the~~amounts ~~three~~payable ~~months~~and ~~ended~~accrued ~~March~~as 31of September 30, 2024), orand (ii) approximately $5.7 million of proceeds received from the ~~three~~issuance ~~and~~of ~~nine~~the ~~months~~September ~~ended~~2024 ~~March~~Notes ~~31,~~(as ~~2025~~defined in Note 7-Debt in Item 1 of this Quarterly Report), ~~compared~~after torecognition ~~$45~~of ~~thousand~~the inrelated ~~research~~costs and ~~development~~fees ~~costs~~(exclusive ~~incurred~~of inamounts ~~the~~payable ~~nine~~and ~~months~~accrued ~~ended~~as ~~March~~of 31September 30, 2024).

DepreciationMaterial andCash amortization expense Requirements

~~Depreciation~~Our ~~and~~material ~~amortization~~short-term ~~relates~~cash torequirements ~~use~~include ofgeneral ~~our~~and ~~SSF,~~administrative ~~injection~~expenses ~~and~~including ~~recovery~~recurring ~~wells,~~payroll ~~owned~~and orbenefit ~~leased~~obligations ~~vehicles~~for our employees, ~~buildings~~costs ~~and~~necessary ~~equipment~~to ~~and~~further the ~~accretion~~engineering of our ~~asset~~proposed ~~retirement~~commercial-scale ~~obligations.~~facility, ~~For~~professional ~~the~~fees, ~~three~~operating ~~months~~costs ~~ended~~for ~~March~~the 31SSF, ~~2025~~Project related costs, ~~depreciation~~payments ~~and~~under ~~amortization~~certain ~~expense~~lease ~~increased~~agreements ~~$4.9~~and ~~million~~working ~~versus~~capital ~~the~~needs. ~~comparable~~Our ~~period~~long-term inmaterial ~~the~~cash ~~prior~~requirements ~~year.~~from ~~For~~currently ~~the~~known ~~nine~~obligations ~~months~~include ~~ended~~future ~~March~~obligations 31to reclaim, ~~2025~~remediate, ~~depreciation~~or ~~and~~otherwise ~~amortization~~restore ~~expense~~properties ~~increased~~to a condition that existed prior to our operations, and $142.83 million ~~versus~~primarily ~~the~~for ~~comparable~~raw ~~period~~materials infor the ~~prior~~operation ~~year.~~of ~~These~~the ~~increases~~SSF; ~~were~~materials, ~~primarily~~drilling ~~due~~and toother ~~placing~~services for the ~~SSF~~Company’s wellfield development program; engineering services and ~~its~~vendor tested related ~~injection~~to the design of the proposed commercial-scale facility; environmental testing and ~~recovery~~other ~~wells~~corporate services. Refer to the “Construction in Progress,” ~~facilities~~“Asset Retirement Obligations,” “Accounts Payable and ~~equipment~~Accrued ~~into~~Liabilities,” ~~service~~and as“Commitments ofand ~~April~~Contingencies” 1,footnotes ~~2024~~in the unaudited condensed consolidated financial statements included in Part I, ~~corresponding~~Item ~~with~~1 ~~the~~of ~~commencement~~this Quarterly Report for more information on certain of ~~operations.~~these expenditures and obligations.

InterestFuture incomeCapital Requirements and Going Concern

~~Interest~~Over ~~income is derived from~~ the ~~investment~~next of12 ~~our excess cash and cash equivalents in short-term (original maturities of three~~ months orwe ~~less)~~have ~~investments of highly liquid treasury bills and certificates of deposit. For~~ the ~~three~~following ~~months~~plans ~~ended~~that ~~March~~will ~~31,~~require ~~2025,~~additional capital:

•

26Operate the SSF to provide the necessary data for our commercial-scale facility, progress our customer qualification program and validate our wellfield design and operational plans;

•

~~interest~~Progress ~~income decreased $52 thousand~~FEL-3, orand ~~71%, versus~~ the ~~comparable~~related ~~period~~detailed inengineering the prior fiscal year. For the nine months ended March 31, 2025, interest income decreased $147 thousand, or 68%, versus the comparable period in the prior fiscal year. Such decreases correspond to decreases in our average cash and ~~cash~~vendor ~~equivalent balances between the periods.~~testing;

•

~~Other~~Optimize ~~income~~well-field design and operating plan in an effort to reduce future mining capital and operational expenditures through various drilling techniques such as directional, horizontal, and radial drilling;

•

~~Other~~Pursue ~~income~~and isoptimize ~~derived~~infrastructure ~~from~~capital ~~the~~expenditures ~~third-party~~for ~~use of~~ our ~~hydrology~~proposed ~~wells,~~commercial-scale ~~the~~facility ~~sale~~which ofcould ~~scrap~~include ~~and~~expansion ~~other~~of ~~materials, and other~~ non-~~operating~~potable ~~income.~~water ~~For the three months ended March 31~~resources, ~~2025,~~upgrading ~~other~~shore ~~income decreased $4 thousand~~power, orconnection ~~100%,~~to ~~versus~~a ~~the~~natural ~~comparable~~gas ~~period in the prior fiscal year. For the nine months ended March 31~~network, ~~2025,~~preparing ~~other~~certain income decreased $3 thousand, or 43%, versus the comparable period in the prior fiscal year. The decreases primarily relate to other non-operating income compared to the same periods in the prior year.

~~Gain (Loss) on extinguishment of debt~~26

~~The~~lands ~~gain on extinguishment of debt incurred~~ for the ~~three~~construction ~~and nine months ended March 31, 2025 resulted from the Exchange Transaction and the related extinguishment~~ of ~~all indebtedness owed by~~ the ~~Company~~proposed ~~under the Amended and Restated Note Purchase Agreement. As discussed within Note 7~~commercial-~~Debt~~scale ~~to the unaudited condensed consolidated financial statements~~facility, ~~the Exchange Transaction was accounted for as a troubled debt restructuring. As a result, we derecognized the remaining principal, accrued interest~~ and ~~unamortized~~constructing ~~discount~~new ~~and~~access ~~debt~~roads ~~issuance~~into ~~costs associated with the Convertible Notes of $82.4 million,~~ and ~~recognized~~out ~~the fair value~~ of ~~various equity interests issued to~~ the ~~former~~location ~~noteholders,~~for ~~less~~our ~~$5.0~~proposed ~~million~~commercial-scale offacility; ~~proceeds received, at their fair value of $65.1 million. The difference in value between the Convertible Notes~~ and ~~the net fair value of equity interests issued resulted in a gain on extinguishment of debt of $17.3 million.~~

•

~~The~~Further ~~loss~~define ~~on extinguishment of debt incurred for the three and nine months ended March 31, 2024 resulted from the modification of the terms of~~ our ~~Convertible~~advanced ~~Notes~~boron ~~contained~~materials instrategy ~~the~~with ~~Amended~~consideration ~~and~~to ~~Restated~~engineering ~~Note Purchase Agreement executed January 18, 2024. The modified terms of the Convertible Notes were evaluated~~ and ~~determined~~repurposing toour beSSF ~~representative~~once ofsufficient andata ~~in-substance~~has ~~extinguishment~~been ofobtained ~~the Convertible Notes and establishment of new debt,~~ for ~~accounting~~flow ~~purposes,~~sheet ~~primarily~~optimization ~~due to the significance of the changes to the terms of the conversion features. As a result, we derecognized the remaining principal, accrued interest~~ and ~~unamortized discount and debt issuance costs associated with~~ the ~~prior~~production ~~debt with an aggregate value~~ of ~~$44.2~~product ~~million,~~for ~~and~~customer ~~recognized the modified debt at its fair value of $65~~qualification.2 million upon execution of the Amended and Restated Note Purchase Agreement. The difference in value between the prior debt and the modified debt resulted in a loss on extinguishment of debt of $21.0 million.

~~Derivative~~Although ~~gain~~the August 2025 Equity Offering improved our cash position, and we continue to operate under a business plan that includes reductions in certain spending, we will need additional financing within the next twelve months. Absent additional financing, we may no longer be able to meet our ongoing obligations, continue operations or achieve the milestones outlined above.

~~Derivative~~We ~~gain~~intend ~~(loss)~~to ~~results~~explore ~~from~~different ~~changes~~potential infinancing ~~the~~strategies ~~fair value of the embedded conversion features relating~~ to ~~degressive~~help ~~issuance~~support ~~provisions originally contained in~~ the ~~May~~growth ~~2024~~of ~~Amended~~our ~~and~~business ~~Restated Note Purchase Agreement,~~ and ~~subsequently~~execution ~~incorporated~~of ~~into~~our ~~and~~business ~~continued~~plan, ~~under~~including ~~the~~equity ~~September~~or ~~2024~~debt ~~Amended~~financing, ~~and~~government ~~Restated~~funding ~~Note~~or ~~Purchase~~grants, ~~Agreement.~~private ~~As a result~~capital, ~~these~~royalty ~~conversion~~agreements ~~features~~or ~~were~~customer deemed to be embedded derivatives requiring bifurcation and separate accounting as stand-alone derivative instruments (the “June 2024 Convertible Note Derivative” and “September 2024 Convertible Note Derivative”). On December 31prepayments, ~~2024, upon~~ the ~~expiration~~exercise of ~~the~~a ~~degressive~~significant ~~issuance~~portion ~~conversion~~of ~~feature associated with~~ the ~~June~~warrants ~~2024~~outstanding ~~Notes~~to ~~and~~acquire ~~September~~our ~~2024~~Common ~~Notes~~Stock, ~~the~~or ~~June~~other ~~2024~~strategic ~~Convertible~~alliances ~~Note~~with ~~Derivative~~third ~~and~~parties. ~~September~~However, ~~2024~~there ~~Convertible~~is ~~Note~~no ~~Derivative~~assurance ~~expired~~that ~~and~~we ~~the~~will ~~remaining~~be ~~aggregate~~able ~~fair~~to ~~value~~secure ofadditional ~~such~~financing ~~derivatives~~on ofadequate ~~$3.6~~terms, ~~million was transferred to additional paid-~~in ~~capital.~~a ~~Refer~~timely tomanner, ~~Note~~or ~~7-Debt~~at ~~and Note 8-Convertible Note Derivatives to the unaudited condensed consolidated financial statements for additional details~~all.

~~There~~The ~~was~~receipt noof ~~unrealized~~any ~~derivative~~potential ~~gain~~funding ~~(loss)~~cannot ~~during~~be ~~the~~considered ~~three~~probable ~~months~~at ~~ended~~this ~~March~~time ~~31,~~because ~~2025,~~these plans are not entirely within our control as of the ~~June~~date ~~2024~~of ~~Convertible~~this ~~Note~~Quarterly ~~Derivative~~Report. ~~and~~Therefore, ~~September~~there ~~2024~~exists ~~Convertible~~substantial ~~Note~~doubt ~~Derivative~~regarding ~~expired~~our ~~prior~~ability to continue as a going concern for a period of one year after the ~~beginning~~date of ~~such~~this ~~period~~Quarterly Report. ~~There~~Even ~~was~~if noadditional ~~unrealized~~financing ~~derivative~~is ~~gain~~successfully ~~(loss)~~consummated, ~~during~~available liquidity may still not be sufficient to eliminate the ~~three~~aforementioned ~~months~~substantial ~~ended~~doubt ~~March~~regarding ~~31,~~our ~~2024,~~ability to continue as ~~this~~a ~~period~~going ~~occurred~~concern. ~~before~~If the ~~existence~~Company is unable to raise additional capital or generate cash flows necessary to fund our operations, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects. Refer to the ~~June~~“Going ~~2024~~Concern” ~~Convertible~~discussion within Note ~~Derivative~~1-Basis ~~and~~of ~~September~~Financial ~~2024~~Statement ~~Convertible~~Presentation ~~Note~~of ~~Derivative.~~the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for more information.

TheCritical unrealizedAccounting derivative gain of $1.4 million during the nine months ended March 31, 2025, was primarily due to a decrease in our stock price during the period, which resulted in a gain on the June 2024 Convertible Note Derivative. Our stock price on June 28, 2024 (the last trading day prior to the end of our prior fiscal year) and December 31, 2024 (the date the June 2024 Convertible Note Derivative expired) was $27.83 and $14.72, respectively. The observed decline in our stock price resulted in a decline in the value of the embedded conversion feature liability and a resulting derivative gain of $2.2 million. This derivative gain was offset, by a loss with respect to the September 2024 Convertible Note Derivative during the same period, which was primarily due to an increase in our stock price from $11.50 on September 16, 2024 (the issuance date of the September 2024 Notes) to $14.72 on December 31, 2024 (the date the September 2024 Convertible Note Derivative expired), resulting in an increase in the value of the embedded conversion feature liability during such period and a resulting derivative loss of $0.8 million. There were no comparable embedded conversion Policies

27A complete discussion of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. There have been no significant changes in our critical accounting policies during the three months ended September 30, 2025. Unless otherwise discussed, we believe that the impact of recently issued standards did not or will not have a material impact on our consolidated financial statements upon adoption.

~~features~~In ~~requiring~~December ~~bifurcation~~2023, ~~and~~the ~~separate~~FASB ~~accounting~~issued inASU ~~the~~2023-09, ~~comparative~~Improvements ~~period~~to inIncome ~~the~~Tax ~~prior~~Disclosures ~~fiscal~~(“ASU ~~year~~2023-09”). ~~and~~ASU ~~therefore~~2023-09 ~~there~~is ~~was~~intended noto ~~related~~improve ~~Derivative~~income ~~gain~~tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state, and foreign jurisdictions, among others. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. We plan to adopt ASU 2023-09 effective for our fiscal year ending June 30, 2026.

~~Interest~~In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. In January 2025, the FASB issued Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective dates of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. We are evaluating the impact that ASU 2024-03 will have on our related disclosures, including the adoption date and transition method.

InterestItem expense primarily relates to interest expense incurred on the Convertible Notes and is net of amounts capitalized to construction-in-progress3. PriorQuantitative to the January 2024 Amended and RestatedQualitative NoteDisclosures PurchaseAbout Agreement,Market the August 2022 Notes accrued interest at a rate of 6% when interest was paid-in-kind through the issuance of additional notesRisk. Subsequent to the January 2024 Amended and Restated Note Purchase Agreement, the August 2022 Notes accrue interest at a rate of 10% when interest is paid-in-kind through the issuance of additional notes, with such rate also applying to the June 2024 Notes, September 2024 Notes and January 2025 Notes. We also recognize interest expense for the amortization of debt issuance costs and the amortization of debt discounts on the Convertible Notes. As part of the modification of the terms of our debt associated with the January 2024 Amended and Restated Note Purchase Agreement, the modified debt was recognized at fair value on our balance sheet which eliminated the prior debt discount and prior debt issuance costs that were amortized to interest expense. In connection with the Exchange Transaction on March 5, 2025, all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement was extinguished and the recognition of interest expense ceased.

~~For~~We ~~the~~are ~~three~~a ~~months~~smaller ~~ended~~reporting ~~March~~company ~~31,~~as ~~2025,~~defined ~~interest expense increased $1.0 million, or 127%, versus the comparable period~~ in ~~the~~Rule ~~prior fiscal year. This increase was primarily a result of capitalizing less interest expense to construction~~12b-~~in-progress~~2 ~~between periods (which results in an increase in the amount~~ of ~~interest expense recognized) as a result of~~ the ~~SSF~~Exchange ~~being placed into service on April 1~~Act, ~~2024~~ and ~~therefore~~are nonot ~~longer~~required ~~eligible for interest capitalization (an impact of $1.1 million increase in interest expense). Although interest expense accrued more rapidly during the current period due~~ to ~~the~~provide ~~combined effect of interest accruing (i) at 10% under~~ the ~~terms~~information ofotherwise ~~our~~required ~~January 2024 Amended and Restated Note Purchase Agreement compared to 6%~~ under ~~our~~this ~~prior~~Item agreement in the prior period, (ii) on a $17.0 million aggregate increase in the principal balance of Convertible Notes resulting from the issuance of the June 2024 Notes, September 2024 Notes, and January 2025 Notes and (iii) on $3.4 million and $4.0 million of interest that was paid-in-kind during August of 2024 and February 2025, respectively, this impact was not material due to the shorter period over which the Convertible Notes were outstanding in the current year, as a result of the Exchange Transaction.

For the nine months ended March 31, 2025, interest expense increased $2.1 million, or 48%, versus the comparable period in the prior fiscal year. This increase was primarily the result of (i) capitalizing less interest expense to construction-in-progress between periods (which results in an increase in the amount of interest expense recognized) as a result of the SSF being placed into service on April 1, 2024 and therefore no longer eligible for interest capitalization (an impact of $2.3 million increase in interest expense), and (ii) the combined effect of interest accruing (a) at 10% under the terms of our January 2024 Amended and Restated Note Purchase Agreement compared to 6% under our prior agreement in the prior period, (b) on a $17.0 million aggregate increase in the principal balance of Convertible Notes resulting from the issuance of the June 2024 Notes, September 2024 Notes, and January 2025 Notes, and (c) on $3.4 million and $4.0 million of interest that was paid-in-kind during August of 2024 and February 2025, respectively (for a combined impact of $2.0 million increase in interest expense). These increases were partially offset by the effects of a reduction in the amount of debt discount amortization primarily resulting from the write-off of the remaining unamortized debt discount (established August 26, 2022) and corresponding elimination of the amortization of such amount in connection with the accounting for the January 2024 Amended and Restated Note Purchase Agreement ($2.2 million reduction in interest expense).27

OtherItem expense4. Controls and Procedures.

OtherLimitations expense relates to losses on foreignEffectiveness currencyof transactionsControls and certain non-income related taxes and penalties. For the three months ended March 31, 2025, other expense decreased $1 thousand, or 50%, versus the comparable period in the prior fiscal year. The decrease primarily relates to reduced foreign currency transaction losses compared to the prior year.Procedures

~~For~~In ~~the~~designing ~~nine~~and ~~months~~evaluating ~~ended~~our ~~March~~disclosure ~~31,~~controls ~~2025~~and procedures, ~~other~~management ~~expense~~recognizes ~~decreased~~that $3any ~~thousand~~controls and procedures, orno ~~38%~~matter how well designed and operated, ~~versus~~can ~~the~~provide ~~comparable~~only ~~period~~reasonable inassurance of achieving the ~~prior~~desired ~~fiscal~~control ~~year~~objectives. ~~The~~In ~~decrease~~addition, ~~primarily~~the ~~relates~~design toof ~~reduced~~disclosure ~~foreign~~controls ~~currency~~and ~~transaction~~procedures ~~losses~~must ~~compared~~reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the ~~prior~~benefits ~~year~~of possible controls and procedures relative to their costs.

IncomeEvaluation taxof expenseDisclosure Controls and Procedures

WeIn ~~did~~accordance ~~not~~with ~~have~~Rule ~~any~~13a-15(b) ~~income~~of ~~tax~~the ~~expense~~Exchange orAct, ~~benefit~~the ~~for~~Company’s management evaluated, under the ~~three~~supervision and ~~nine~~with ~~months~~the ~~ended~~participation ~~March~~of 31our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of September 30, 2025. Based on the evaluation of our disclosure controls and ~~2024~~procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that information required to be disclosed by us in the reports that we ~~have~~file or submit under the Exchange Act is recorded, aprocessed, ~~full~~summarized ~~valuation~~and ~~allowance~~reported ~~against~~within the time periods specified in the rules and forms of the SEC, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our ~~net~~management, ~~deferred~~including ~~tax~~our ~~asset~~principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

28Changes in Internal Control over Financial Reporting

~~Liquidity~~There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and ~~Capital~~15d-15(f) ~~Resources~~under the Exchange Act) identified in the evaluation for the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Overview~~28

AsPART ofII March– 31,OTHER 2025, we had cash and cash equivalents of $4.0 million and a working capital deficit of $1.6 million compared to $4.9 million of cash and cash equivalents and a working capital deficit of $2.9 million as of June 30, 2024. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions may exceed insured limits. Market conditions can impact the viability of these institutions. INFORMATION

OurItem predominant source of cash has been generated through equity financing from issuances of our common stock and equity-linked securities, including our Convertible Notes1. SinceLegal inception, we have not generated revenues, and as such, have relied on equity financing and equity-linked instruments to fund our operating and investing activitiesProceedings. As a result of the Exchange Transaction in March of 2025, all outstanding indebtedness pursuant to the Convertible Notes was extinguished in exchange for equity interest in the Company, and the financial covenant requiring us to maintain a minimum cash balance was eliminated. Refer to the discussion above under the caption Recent Developments – Debt Exchange and Related Agreements for a description of the Exchange Transaction.

AExcept ~~summary~~as disclosed in Note 13-Commitments and Contingencies in the unaudited condensed consolidated financial statements included in Part I, Item 1 of ~~our~~this ~~cash~~Quarterly ~~flows~~Report ~~for~~on Form 10-Q, as of the ~~nine~~date ~~months~~of ~~ended~~this ~~March~~filing, 31we are not a party to any material pending legal proceedings, ~~2025~~nor are we aware of any material civil proceeding or government authority contemplating any legal proceeding, and ~~2024~~to ~~follows~~our knowledge, no such proceedings by or against us have been threatened. We anticipate that we and our subsidiaries may from time to time become subject to various claims, legal proceedings, governmental inspections, audits, or investigations arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings, and we cannot assure you that their ultimate disposition will not have a material adverse effect on our business, financial condition, cash flows or results of operations.

	For the nine months ended March 31,						Variance
	2025			2024			$		%
	($ in thousands)
Net cash used in operating activities	$	(17,407	)	$	(19,637	)	$	2,230		-11	%
Net cash used in investing activities		(1,395	)		(5,878	)		4,483		-76	%
Net cash provided by financing activities		17,938			13,178			4,760		36	%
Net increase (decrease) in cash and cash equivalents	$	(864	)	$	(12,337	)	$	11,473		-93	%

Item 1A. Risk Factors.

*There ~~Represents~~have abeen ~~percentage~~no ~~change~~material ~~greater~~changes ~~than~~to +/the risk factors previously disclosed in Part I, Item 1A., “Risk Factors” of our Annual Report on Form 10-K ~~300%~~for the fiscal year ended June 30, 2025. You should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which could materially affect our business, financial condition, and future results. Additional risk and uncertainties not currently known to us may also materially adversely affect our business, financial condition, cash flows or results of operations.

CashItem Flows2. UsedUnregistered ForSales Operatingof ActivitiesEquity Securities and Use of Proceeds.

~~Net~~Unregistered ~~cash~~Sale ~~used in operating activities for each~~ of ~~the~~Equity above periods was primarily the result of general and administrative costs (exclusive of share based compensation), costs incurred in furthering the Project, operating costs of the SSF, and transaction costs incurred related to the Exchange Transaction that were not directly related to the issuance of the related equity interests issued to our former noteholders. During the nine months ended March 31, 2025, we used $17.4 million of cash for operating activities, a decrease of approximately $2.2 million or 11% compared to the comparable period in the prior fiscal year. The decrease in cash used in operations during the current period primarily results from the decrease in General and administrative expenses, net of non-cash share based compensation expense, offset by the incurrence of Small-scale facility operating costs (refer to the discussion of year-over-year changes in General and administrative expenses and Small-scale facility operating costs above for additional details).Securities

~~Cash~~Except ~~Flows~~as ~~Used~~previously ~~For~~disclosed ~~Investing~~in ~~Activities~~Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission on August 25, 2025, there was a single unregistered sales of equity securities during the three months ended September 30, 2025.

~~Our~~On ~~cash~~July ~~flows used for investing activities primarily relate to equipment purchases~~15, ~~engineering~~2025, the ~~construction~~Company ~~and~~issued ~~commissioning~~a total of ~~our SSF~~20,000 ~~FEL-2~~shares ~~engineering~~of ~~and~~Common ~~related~~Stock ~~vendor~~with ~~testing~~a ~~related~~fair tovalue ~~our~~on ~~commercial-scale facility. During~~ the ~~nine~~issuance ~~months~~date ~~ended March 31, 2025, we used $1.4 million~~ of ~~cash for investing activities, a decrease of approximately~~ $43.555 ~~million,~~per orshare ~~76%, compared~~ to ~~the~~an ~~comparable~~investor ~~period~~ in ~~the~~exchange ~~prior~~for ~~fiscal~~a ~~year.~~market ~~Net~~awareness ~~cash~~campaign ~~used~~and invarious ~~investing~~public ~~activities~~and ~~during~~investor ~~the~~relations ~~nine~~services. ~~months~~The ~~ended~~shares ~~March~~were ~~31,~~sold ~~2025~~in ~~related~~a toprivate ~~engineering~~offering ~~services~~to ~~for~~an ~~FEL-2~~investor ~~engineering~~that ~~and~~was ~~related~~acquiring ~~vendor~~the ~~testing~~shares for ~~our~~its ~~commercial-scale~~own ~~facility~~account. ~~Net~~The ~~cash~~offering, ~~used~~therefore, inwas ~~investing~~exempt ~~activities~~from ~~during~~registration under the ~~nine~~Securities ~~months~~Act ~~ended~~of ~~March~~1933 ~~31,~~pursuant ~~2024 primarily related~~ to ~~final~~Section ~~construction~~4(2) ~~and commissioning~~ of ~~our~~the ~~SSF~~Securities Act.

~~Cash~~Purchases ~~Flows~~of ~~From~~Equity ~~Financing~~Securities ~~Activities~~by the Issuer and Affiliated Purchasers

~~Our cash flows from financing activities primarily relate to equity and equity-linked financing transactions to fund our business and operations~~None. Cash flows provided by financing activities for the nine months ended March 31, 2025 were the result of (i) approximately $3.0 million of net proceeds received from the August 2024 Equity Offering, (ii) approximately $5.5 million of net proceeds received from the issuance of September 2024 Notes, (iii) approximately $4.7 million of net proceeds received from the issuance of January 2025 Notes, (iv) approximately net $4.9 million of proceeds received from the March 2025 Subscription, after recognition of the related costs and fees related directly to the issuance of the related equity instruments, and (v) approximately $0.2 million of taxes withheld and paid upon the vesting and release of shares for equity awards.

CashItem flows provided by financing activities for the nine months ended March 31, 2024 were the result of $153.8 millionDefaults ofUpon proceedsSenior received from two closings of a private placement of our Common Stock in January of 2024, after recognition of the related costs and feesSecurities. The net proceeds from our private placement were offset, to a lesser extent, by $2.6 million of cash used to pay legal and accounting fees associated with the January 2024 Amended and Restated Note Purchase Agreement.

29None.

SummaryItem of4. FinancingMine TransactionsSafety for the nine months ended March 31, 2025Disclosures.

~~March~~Not ~~2025~~applicable ~~Debt~~as ~~Exchange~~we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.

ReferItem to5. theOther discussion above under the caption Recent Developments – Debt Exchange and Related Agreements for a description of the Exchange Transaction during March 2025Information.

~~January~~a) ~~2025~~Disclosure ~~Notes~~in ~~Offering~~lieu of reporting on a Current Report on Form 8-K.

~~Refer to the discussion above under the caption Recent Developments – January 2025 Notes for a description of the notes offering completed during January 2025~~None.

~~September 2024 Notes Offering~~29

Onb) ~~September~~Material ~~16,~~changes ~~2024, pursuant~~ to ~~an amended and restated note purchase agreement (~~the ~~“September~~procedures ~~2024~~by ~~Amended~~which ~~and~~security ~~Restated~~holders ~~Note~~may ~~Purchase~~recommend ~~Agreement”),~~nominees weto ~~issued and sold~~ the ~~September~~board ~~2024 Notes in an aggregate principal amount~~ of $6directors.~~0 million, to Bluescape and Ascend. The net proceeds to us for the September 2024 Notes offering were approximately $5.5 million after deducting issuance costs and fees payable by us.~~

~~August 2024 Equity Offering~~None.

~~On August 27, 2024, we completed the August 2024 Equity Offering of (i~~c) ~~231,884~~Insider ~~Shares~~Trading ofArrangements ~~Common Stock, (ii) Series A Warrants to purchase up to an aggregate of up to 231,885 shares of Common Stock,~~ and ~~(iii) Series B Warrants to purchase an aggregate of 231,885 shares of Common Stock~~Policies. The Common Stock, Series A Warrants and Series B Warrants were offered and sold on a combined basis for consideration equating to $17.25 for one share of Common Stock, one Series A Warrant and one Series B Warrant.

~~The~~During ~~Series A Warrants and~~ the ~~Series~~three Bmonths ~~Warrants~~ended ~~became~~September ~~exercisable on February 27~~30, 2025~~. The Series A Warrants will expire on February 27~~, ~~2030~~none ~~and~~of the ~~Series~~Company's Bdirectors ~~Warrants~~or ~~will~~executive ~~expire~~officers on(as ~~February~~defined ~~27,~~in ~~2027.~~Rule ~~The~~16a-1(f) ~~exercise~~under ~~price for each of~~ the ~~Series~~Exchange AAct) ~~Warrants~~adopted ~~and~~or ~~Series~~terminated Bany ~~Warrants~~“Rule is10b5-1 ~~$18.3563~~trading ~~per~~arrangements” ~~share.~~or ~~Refer~~“non-Rule ~~to Note 10~~10b5-~~Equity~~1 totrading ~~the~~arrangements,” ~~unaudited~~as ~~condensed~~each ~~consolidated~~term ~~financial~~is ~~statements~~defined ~~included elsewhere~~ in ~~the~~Item ~~Quarterly Report on Form 10-Q for~~ 408(a) ~~complete description~~ of ~~the~~Regulation ~~warrants~~S-K.

~~Material Cash Requirements~~30

OurItem material short-term cash requirements include general and administrative expenses including recurring payroll and benefit obligations for our employees, costs necessary to further the engineering of our proposed commercial-scale complex, professional fees, operating costs for the SSF, Project related costs, payments under certain lease agreements and working capital needs6. Our long-term material cash requirements from currently known obligations include future obligations to reclaim, remediate, or otherwise restore properties to a condition that existed prior to our operationsExhibits. Refer to the “Construction in Progress,” “Asset Retirement Obligations,” “Accounts Payable and Accrued Liabilities,” and “Commitments and Contingencies” footnotes in the unaudited condensed consolidated financial statements for more information on certain of these expenditures and obligations.

ContractualExhibit Commitments and ContingenciesIndex

~~Purchase~~The ~~Obligations~~following documents are filed as exhibits hereto:

As of March 31, 2025, we had purchase order commitments of approximately $2.7 million primarily for raw materials for the operation of the SSF, engineering services and vendor testing for the Company’s proposed commercial-scale facility, and drilling services related to wellfield development.


Exhibit Number	Exhibit Title
3.1	Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc., dated February 14, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2025).
3.3	Second Amended and Restated Bylaws of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on form 8-K filed with the SEC on November 1, 2024).
4.1	Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
4.2	Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
4.3	Form of Restructuring Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Interactive data files (formatted as Inline XBRL).
104*	Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101).

~~Future~~* ~~Capital~~Filed ~~Requirements~~herewith. ~~and~~** ~~Going~~Furnished ~~Concern~~herewith.

~~Over the next 12 months we have the following plans that will require additional capital:~~31

~~Operate~~SIGNATURES ~~the SSF to provide the necessary data for our commercial-scale facility and progress our customer qualification program;~~

~~Progress~~Pursuant ~~FEL-2,~~to ~~FEL-3~~the requirements of the Securities Exchange Act of 1934, ~~and~~as amended, the ~~related~~Registrant ~~detailed~~has ~~engineering~~duly ~~and~~caused ~~vendor~~this ~~testing;~~report to be signed on its behalf by the undersigned thereunto duly authorized.

Optimize well-field design in an effort to reduce future mining capital and operational expenditure through various drilling techniques such as directional, horizontal, and radial drilling;


	5E Advanced Materials, Inc.

Date: November 13, 2025	By:	/s/ Paul Weibel
		Paul Weibel
		Chief Executive Officer (Principal Executive Officer)

Pursue and optimize infrastructure capital expenditures for our larger-scale facility which could include expansion of non-potable water resources, upgrading shore power, connection to a natural gas network, and constructing new access roads into and out of the location for our larger-scale facility; and



Date: November 13, 2025	By:	/s/ Joshua Malm
		Joshua Malm
		Chief Financial Officer (Principal Financial Officer)

3032

Further define our advanced materials strategy with consideration to engineering and repurposing our SSF once sufficient data has been obtained for flow sheet optimization and the production of product for customer qualification.

Although the August 2024 Equity Offering, issuance of the September 2024 Notes, issuance of the January 2025 Notes, proceeds received in the March 2025 Subscription and May 2025 Subscription improved our cash position, and we continue to operate under a business plan that includes reductions in certain spending, we will need additional financing within the next twelve months. Absent additional financing, we may no longer be able to meet our ongoing obligations, continue operations or achieve the milestones outlined above.

We intend to explore different potential financing strategies to help support the growth of our business and execution of our business plan, including equity or debt financing, government funding or grants, private capital, royalty agreements or customer prepayments, the exercise of a significant portion of the warrants outstanding to acquire our Common Stock, or other strategic alliances with third parties. However, there is no assurance that we will be able to secure additional financing on adequate terms, in a timely manner, or at all.

The receipt of any potential funding cannot be considered probable at this time because these plans are not entirely within our control as of the date of the unaudited condensed consolidated financial statements. Therefore, there exists substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q are issued. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the aforementioned substantial doubt regarding our ability to continue as a going concern. If the Company is unable to raise additional capital or generate cash flows necessary to fund our operations, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects. Refer to the “Going Concern” discussion within Note 1-Basis of Financial Statement Presentation of the unaudited condensed consolidated financial statements for more information.

Critical Accounting Policies

A complete discussion of our critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. There have been no significant changes in our critical accounting policies during the nine months ended March 31, 2025. Unless otherwise discussed, we believe that the impact of recently issued standards did not or will not have a material impact on our consolidated financial statements upon adoption.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosure requirements, including significant segment expenses and interim disclosures. The guidance allows for disclosure of multiple measures of a segment’s profit or loss, and it requires that public entities with a single reportable segment provide all disclosures required by ASU 2023-07 and all existing disclosures required by the existing segment disclosure guidance. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The amendments are to be applied retrospectively, and early adoption is permitted. We are evaluating the impact that ASU 2023-07 will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state, and foreign jurisdictions, among others. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. We are evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and our plan for adoption, including the adoption date and transition method.

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financials, to provide enhanced transparency into the expense captions presented on the face of the income statement. In January 2025, the FASB issued Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarified the effective dates of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. We are evaluating the impact that ASU 2024-03 will have on our related disclosures, including the adoption date and transition method.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management evaluated, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2025. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in the evaluation for the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Except as disclosed in Note 13–Commitments and Contingencies in the unaudited condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q, as of the date of this filing, we are not a party to any material pending legal proceedings, nor are we aware of any material civil proceeding or government authority contemplating any legal proceeding, and to our knowledge, no such proceedings by or against us have been threatened. We anticipate that we and our subsidiaries may from time to time become subject to various claims, legal proceedings, governmental inspections, audits, or investigations arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings, and we cannot assure that their ultimate disposition will not have a material adverse effect on our business, financial condition, cash flows or results of operations.

Item 1A. Risk Factors.

Except as described below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. You should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which could materially affect our business, financial condition, and future results. Additional risk and uncertainties not currently known to us may also materially adversely affect our business, financial condition, cash flows or results of operations.

The consummation of the transactions contemplated by the Restructuring Support Agreement resulted in substantial dilution to our existing stockholders and in a significant amount of our Common Stock being held by Ascend and Bluescape.

As previously disclosed, on January 14, 2025, we entered into a restructuring support agreement (the “Restructuring Support Agreement”) with BEP Special Situations IV LLC (“Bluescape”), Meridian Investments Corporation (“Meridian”) and Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (together with Meridian, “Ascend”) relating to certain restructuring and recapitalization transactions with respect to our capital structure (collectively the “Transaction”), including our outstanding Convertible Notes.

On March 5, 2025, pursuant to the Restructuring Support Agreement, the parties implemented the Exchange Transaction as an Out-of-Court Restructuring, which resulted in 13,586,524 shares of the Company’s Common Stock being issued to Bluescape and Ascend, the termination of the Amended and Restated Note Purchase Agreement, and the extinguishment of all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement. On March 13, 2025, pursuant to the January 2025 Subscription Agreement, we issued and sold an aggregate of 1,408,173 shares of common stock to Bluescape and Ascend, at a Subscription Price of $3.5507 per share for aggregate gross proceeds of $5.0 million. Also pursuant to the January 2025 Subscription Agreement, we issued Restructuring Warrants to purchase up to an aggregate of 5,632,692 shares of common stock to Bluescape and Ascend.

Following the consummation of the Out-of-Court Restructuring, our stockholders experienced substantial dilution. Our stockholders held less than 20% of our Common Stock immediately prior to the Transaction. If Ascend and Bluescape were to choose to act together, they would be able to control all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these parties, if they choose to act together, could control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership control may delay, defer or prevent a change in control, entrench our management or the board of directors, or impede a merger, consolidation, takeover or other business combination involving us that other stockholders may desire. These parties may have interests that are different than those of other stockholders.

Exercise of our outstanding Warrants will dilute the ownership interest of our existing stockholders or may otherwise depress the price of our Common Stock.

On March 13, 2025, we issued and sold warrants to purchase an aggregate of 1,408,173 shares of our common stock at an exercise price of $3.5507 per share, which were immediately exercisable (the “Restructuring Warrants”). The Restructuring Warrants expire on the first anniversary of their issuance.

Additionally, in August 2024, we issued and sold warrants to purchase an aggregate of 460,870 shares of our common stock at an exercise price of $18.3563 per share, including 230,435 Series A Warrants and 230,435 Series B Warrants, which became initially exercisable on February 27, 2025. The Series A Warrants will expire on February 27, 2030 and the Series B Warrants will expire on February 27, 2027.

The exercise of some or all of the warrants will dilute the ownership interests of existing stockholders and increase the number of shares of common stock eligible for resale in the public market. Any sales in the public market of the shares of common stock issuable upon such exercise of the warrants, or the anticipation of such exercises and sales, could adversely affect the prevailing market prices of our common stock. Additionally, the existence of the warrants may encourage short selling by market participants because the

exercise of the warrants could be used to satisfy short positions, or the anticipated exercise of the warrants for shares of common stock could depress the price of our common stock.

Changes in U.S. trade policies, including the imposition of tariffs, could materially increase the cost of constructing our proposed commercial-scale facility and materially adversely impact the economic viability of our project.

Our planned commercial-scale facility for in-situ mining of boron will require significant capital investment, currently estimated to be between approximately $390 and $430 million. The construction of this facility will involve sourcing equipment from within the United States, but also from various European countries and other international sources. Recent and potential future changes in U.S. trade policies, including tariffs implemented or proposed by the U.S. government and any retaliatory actions taken in response by foreign governments, could significantly increase the cost of imported equipment and materials required for the construction of our facility.

Our economic feasibility studies that we are currently undertaking and our preliminary cost analyses have not accounted for the impact of existing or future tariffs. The ultimate impact of currently announced tariffs and any future tariffs or trade policies will depend on various factors, including the timing of implementation and the amount, scope and nature of such tariffs or policies. Given the uncertainty and volatility surrounding trade and tariff policies, particularly in light of historical shifts in tariff approaches, including those imposed under the current Trump administration, we may experience materially increased costs that are difficult to predict accurately at this time. Such cost increases could negatively affect the projected economics of our facility and our ability to access financing, potentially causing the economic feasibility of the project to deteriorate substantially, or render the project economically unviable, thereby causing us to delay, significantly modify, or cancel the project entirely, which would have a material adverse effect on our business, financial condition, results of operations, and prospects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sale of Equity Securities

Except as previously disclosed in Current Reports on Form 8-K, there were no unregistered sales of equity securities during the three months ended March 31, 2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable as we do not currently operate any mines subject to the U.S. Federal Mine Safety and Health Act of 1977.

Item 5. Other Information.

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

CFO Employment Agreement

On May 15, 2025, we entered into an employment agreement with our Chief Financial Officer and principal accounting officer, Joshua Malm (the “Employment Agreement”). The Employment Agreement entitles Mr. Malm to cash compensation of $300,000 per year for his service as our Chief Financial Officer. Pursuant to the Employment Agreement, Mr. Malm is eligible to earn an annual bonus of up to 80% of his then-in-effect base salary (on target performance would result in a bonus payment equal to 40% of Mr. Malm’s then-in-effect base salary), subject to the achievement of performance objectives as determined by the Board.

Regardless of the manner in which Mr. Malm’s employment terminates, he is entitled to receive certain accrued amounts previously earned during his employment, including unpaid salary, reimbursement of expenses owed, and accrued but unpaid paid time off and any continuation of benefits required by applicable law.

In addition, Mr. Malm is entitled to certain severance benefits under his employment agreement, subject to his execution of a release of claims and compliance with post-termination obligations. Pursuant to Mr. Malm’s employment agreement, upon a termination of his employment by the Company for reasons other than for “cause” or by Mr. Malm for “good reason” (each term as defined in the

employment agreement), Mr. Malm is entitled to (i) an amount in cash equal to six months of annual base salary, payable in a lump sum, (ii) a pro-rated bonus based on target performance for the portion of the year he was employed, (iii) payment of the COBRA premiums for Mr. Malm and his eligible dependents for a maximum period of up to 6 months from the date of his termination of employment, and (iv) accelerated vesting of all unvested Company equity awards, provided that any Company equity awards that vest based on the attainment of performance goals will remain outstanding and will be eligible to vest in accordance with the terms of the applicable award agreements, provided, further, that in the event such termination occurs during the period commencing on the date that is three (3) months prior to a change in control and ending on the date that is eighteen (18) months following a change in control, any performance stock units (“PSUs”) outstanding where the termination date is within twelve (12) months of the end of their respective performance period(s), and there is a reasonable probability that the respective performance goal(s) for such PSUs would have been achieved at target (or above) absent the change in control, then such PSUs that would have vested within such twelve (12) month period following the change in control shall also vest.

The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached as Exhibit 10.11.

May 2025 Private Placement

On May 12, 2025 and May 13, 2025, we entered into subscription agreements (the “May 2025 Subscription Agreements”) with certain third-party investors (the “Subscribers”). Pursuant to the May 2025 Subscription Agreements, we issued and sold an aggregate of 1,984,709 shares of Common Stock at a purchase price of $3.55 per share (the “Subscription Shares”). We also issued a total of 37,042 shares of Common Stock to 5E Capital II, LLC as partial payment for advisory services in connection with the transactions contemplated by the Subscription Agreements (together with the Subscription Shares, the “Private Placement Shares”). The transactions contemplated by the May 2025 Subscription Agreements closed on May 15, 2025.

Under the terms of the May 2025 Subscription Agreements, we have agreed to register the resale of the Private Placement Shares, subject to the terms and limitations set forth in the May 2025 Subscription Agreements.

Additionally, subject to the terms and conditions set forth in the May 2025 Subscription Agreements, in the event we sell equity or equity-related securities for cash to Bluescape, Meridian and Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (“New Securities”), and their respective affiliates at any time prior to our Phase 1 plant facility being fully commissioned, we will provide the Subscribers the opportunity to also purchase such New Securities in an amount up to each Subscriber’s Pro Rata Share (as defined in the applicable May 2025 Subscription Agreement).

The May 2025 Subscription Agreements contain customary representations, warranties and covenants of ours and the Subscribers, and other obligations of the parties. Such representations, warranties and covenants were made only for purposes of the May 2025 Subscription Agreements and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing summary is qualified in its entirety by reference to the text of each May 2025 Subscription Agreement, copies of which are attached hereto as Exhibits 10.9 and 10.10 and incorporated by reference herein.

The securities were offered in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended or Regulation S under the Securities Act.

(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

During the three months ended March 31, 2025, none of the Company's directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibit Index

The following documents are filed as exhibits hereto:

ExhibitNumber	Exhibit Title
3.1	Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc., dated February 14, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2025).
3.3	Second Amended and Restated Bylaws of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on form 8-K filed with the SEC on November 1, 2024).
4.1	Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
4.2	Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
4.3	Form of Restructuring Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
10.1	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
10.2	Restructuring Support Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
10.3	Exchange Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
10.4	Securities Subscription Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
10.5	Fourth Amended and Restated Investor and Registration Rights Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
10.6(a)	Amended and Restated Note Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).
10.6(b)	Amendment No. 4 to the Amended and Restated Note Purchase Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025).
10.7	Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2025).
10.8*	Non-Executive Director Appointment Letter, Curtis L. Hebert, Jr., dated March 6, 2025.
10.9†*	Subscription Agreement with 5E Capital II, LLC, dated May 12, 2025.
10.10*	Subscription Agreement with Lazarus Securities Pty Ltd, dated May 13, 2025.
10.11*	Malm Employment Agreement, dated May 15, 2025.
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*	Cover page formatted as Inline XBRL and contained in Exhibit 101.

*	Filed herewith.
**	Furnished herewith.
†	Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv) because such information is (i) not material and (ii) is the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	5E Advanced Materials, Inc.
Date: May 15, 2025	By:	/s/ Paul Weibel
		Paul Weibel
		Chief Executive Officer (Principal Executive Officer)

Date: May 15, 2025	By:	/s/ Joshua Malm
		Joshua Malm
		Chief Financial Officer (Principal Financial Officer)

Part I - Financial Information

1. Basis of Financial Statement Presentation

Concentrations2. ofMineral RiskRights and Properties, Net

5. Asset Retirement Obligations

6. Accounts Payable and Accrued Liabilities

7. Debt

138. Convertible Notes Derivatives

Convertible9. NotesFinancial -Instruments Conversionand TermsFair Value Measurements

811. ConvertibleShare NoteBased DerivativesCompensation

Warrants12. Earnings (Loss) Per Common Share

202413. EquityCommitments Distributionand AgreementContingencies

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Stock OptionsOverview

18Recent Developments

19Highlights for the Three Months Ended September 30, 2025

FullOperational Value Awards (Restricted Share Units and Performance Share Units)Highlights

Out-Comparison of-Court Restructuring: Subject to the satisfactionthree ofmonths customaryended conditions,September including approval by our stockholders30, a2025 recapitalizationand through, among other things: 2024

ResultsLiquidity ofand OperationsCapital Resources

The following table summarizes our results of operations for the periods presented.Overview

25Cash Flows Used For Operating Activities

GeneralCash andFlows administrativeUsed expensesFor Investing Activities

DepreciationMaterial andCash amortization expense Requirements

InterestFuture incomeCapital Requirements and Going Concern

OtherItem expense4. Controls and Procedures.

IncomeEvaluation taxof expenseDisclosure Controls and Procedures

28Changes in Internal Control over Financial Reporting

Item 1A. Risk Factors.

CashItem Flows2. UsedUnregistered ForSales Operatingof ActivitiesEquity Securities and Use of Proceeds.

SummaryItem of4. FinancingMine TransactionsSafety for the nine months ended March 31, 2025Disclosures.

ReferItem to5. theOther discussion above under the caption Recent Developments – Debt Exchange and Related Agreements for a description of the Exchange Transaction during March 2025Information.

ContractualExhibit Commitments and ContingenciesIndex

Filing Compare · 5E Advanced Materials, Inc.