10-12B

File No.            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

5E Advanced Materials, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	87-3426517
(State or Other Jurisdiction of Incorporation or Formation)	(I.R.S. Employer Identification Number)
19500 State Highway 249, Suite 125 Houston, Texas	77070
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (442) 292-2120

with copies to:

Paul Weibel Chief Financial Officer 5E Advanced Materials, Inc. 19500 State Highway 249, Suite 125 Houston, Texas 77070 Craig A. Roeder Baker & McKenzie LLP 300 East Randolph Street Chicago, Illinois 60601

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

Title of each class to be registered	Name of each exchange on which each class is to be registered
Common Stock, $0.01 par value	The Nasdaq Stock Market LLC

Securities to be registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Securities Exchange Act of 1934.

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 Company 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.  ☐

EXPLANATORY NOTE

5E Advanced Materials, Inc. (the “Company” or “5E”) is filing this General Form for Registration of Securities on Form 10 (this “Registration Statement”) to register its common stock, par value $0.01 per share (“Common Stock”), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the proposed listing of the Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”). The Company was incorporated in the State of Delaware on September 23, 2021 for the purpose of reorganizing the operations of American Pacific Borates Limited (“ABR”), a public company incorporated under the laws of the state of Western Australia and listed on the Australian Securities Exchange (“ASX”), into a structure whereby the ultimate parent company will be a Delaware corporation. See “Item 1. Description of Business—Corporate History.”

Prior to the effectiveness of this Registration Statement, the Company will receive all of the issued and outstanding shares of ABR pursuant to a statutory Scheme of Arrangement under Australian law (the “Scheme”) under Part 5.1 of the Australian Corporations Act, 2001 (Cth) (the “Corporations Act”). The Scheme was approved by ABR’s shareholders at a general meeting of shareholders held on December 3, 2021. Following shareholder approval, the Scheme was approved by the Federal Court of Australia on February    , 2022.

As soon as practicable after completion of the Scheme, the Company intends to list its Common Stock on Nasdaq under the symbol “FEAM” and de-list ABR from the ASX.

Throughout this Registration Statement, these transactions are referred to as the “Reorganization.” Pursuant to the Reorganization, the Company will issue to the shareholders of ABR either one share of the Company’s Common Stock for every ten ordinary shares of ABR or one CHESS Depositary Interest over the Company’s Common Stock (a “CDI”) for every one ordinary share of ABR, in each case, as held on the Scheme record date. Eligible shareholders of ABR (those whose residence at the record date of the Scheme is in Australia, New Zealand, Canada, Hong Kong, Ireland, Papua New Guinea, Singapore, Malaysia, Thailand, or the United States) will receive CDIs by default. In order to receive Common Stock, eligible shareholders must complete and submit an election form to ABR’s registry no later than 5:00 pm (AEDT) on March 2, 2022. Ineligible shareholders will not receive CDIs or shares of Common Stock but will instead receive the proceeds from the sale of the CDIs to which they would otherwise be entitled by a broker appointed by ABR. The appointed broker will sell the CDIs in accordance with the terms of a sale facility agreement and will remit the proceeds to ineligible shareholders. Additionally, the Company will cancel each of the outstanding options to acquire ordinary shares of ABR and issue replacement options representing the right to acquire shares of the Company’s Common Stock on the basis of one replacement option for every ten existing ABR options held. The Company will maintain an ASX listing for its CDIs, with each CDI representing 1/10th of a share of Common Stock. Holders of CDIs will be able to trade their CDIs on the ASX after implementation of the Scheme and holders of shares of the Company’s Common Stock will be able to trade their shares on Nasdaq.

Upon completion of the Reorganization, we expect that we will have approximately 42,168,526 shares of our Common Stock outstanding held by approximately 4,017 record holders. Based on elections made or expected to be made by holders of ABR ordinary shares in connection with the Reorganization, we expect that approximately 27,168,525 of the Company’s outstanding shares as of the completion of the Reorganization will be represented by CDIs.

The Common Stock issued to ABR shareholders pursuant to the Reorganization will be exempt from registration under Section 3(a)(10) of the Securities Act of 1933 (the “Securities Act”).

Prior to completion of the Reorganization, the Company will have had no business or operations and following completion of the Reorganization, the business and operations of the Company will consist solely of the business and operations of ABR and its subsidiaries. As a result of the Reorganization, the Company will become the parent company of ABR, and for financial reporting purposes the historical financial statements of ABR will become the historical financial statements of the Company as a continuation of the predecessor.

Except as otherwise indicated or unless the context otherwise requires, the information in this Registration Statement assumes and gives effect to the completion of the Reorganization. Unless the context indicates otherwise, all references in this Registration Statement to the “Company,” “we,” “us” and “our” refer to ABR prior to the Reorganization and the Company after the Reorganization.

Upon this Registration Statement becoming effective, the Company will become subject to the requirements of Regulation 13A under the Exchange Act and will be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(b) of the Exchange Act. The Company’s executive officers, directors and stockholders beneficially owning more than 10% of its Common Stock will become subject to Section 16 of the Exchange Act and will be required to file Forms 3, 4 and 5 with the U.S. Securities Exchange Commission (the “SEC”). Stockholders beneficially owning more than 5% of the Company’s Common Stock will be required to file Schedules 13D/G with the SEC pursuant to Sections 13(d) or (g) of the Exchange Act.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Registration Statement contains various forward-looking statements relating to the Company’s future financial performance and results, financial condition, business strategy, plans, goals and objectives, including certain projections, business trends and other statements that are not historical facts. These statements constitute forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “estimate,” “plan,” “guidance,” “outlook,” “intend,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect the Company’s beliefs and expectations based on current estimates and projections. While the Company believes these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties and other important factors, which include, but are not limited to, the risks described under the heading “Risk Factor Summary” and “Item 1A. – Risk Factors,” 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.

These forward-looking statements speak only as of the date of this Registration Statement and, except as required by law, the Company undertakes no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required under federal securities laws. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this registration statement.

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RISK FACTOR SUMMARY

Our business and any investment in our securities involves risks. You should carefully consider the risks described under “Item 1A. – Risk Factors.” The following risks, uncertainties and other important factors, among others, include various forward-looking statements that may cause actual results to be materially different from present expectations or projections. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks we face:

• Our limited operating history in the borates industry and no sustained revenue from our properties;

• Our need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets;

• Our status as an exploration stage company with no known mineral reserves and the inherent uncertainty in estimates of mineral resources;

• Our lack of history in mineral production and the risks associated with achieving our downstream processing ambitions;

• We have incurred significant net operating losses to date and we anticipate incurring continued losses for the foreseeable future;

• Risks and uncertainties relating to the development of the Fort Cady project (“Fort Cady” or the “Project”);

• We depend on a single mining project;

• Risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our operating activities;

• Risks related to the demand for end use applications that require borates and related minerals and compounds that we expect to produce;

• Our long-term success is dependent on our ability to enter into and deliver product under supply agreements;

• Risks related to estimates of our total addressable market;

• The costs and availability of natural gas and electricity;

• Uncertain global economic conditions and the impact this may have on our business and plans;

• Risks associated with our ongoing investment in the Project;

• Risks associated with the required infrastructure at the Project site;

• Risks related to the titles of our mineral property interests and related water rights;

• Any restrictions on our ability to obtain, recycle and dispose of water on site;

• Risks related to the portion of the Project that we lease from a third party;

• Risks related to land use restrictions on our properties;

• Risks related to volatility in prices or demand for borates and other minerals;

• Fluctuations in the U.S. dollar relative to other currencies;

• Mineral exploration and development risk;

• Risks related to equipment shortages and supply chain disruptions;

• Risks associated with any of our suppliers not implementing ethical business practices in compliance with applicable laws and regulations;

• Competition from new or current competitors in the mineral exploration and mining industry;

• Risks associated with consolidation in the markets in which we operate and expect to operate;

• Risks related to compliance with environmental and regulatory requirements;

• Risks and costs associated with the generation and disposal of hazardous waste;

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• Risks related to reclamation requirements;

• Risks related to climate change;

• Risks related to our ability to acquire and maintain necessary mining licenses, permits or access rights;

• Litigation risk;

• Risks related to our main operations being located in the State of California;

• Risks related to our engagement with local communities and other stakeholders;

• Risks relating to our investment in the Salt Wells Projects located in Nevada;

• Our dependence on key management and third parties;

• Risks related to potential acquisitions, joint ventures and other investments;

• Risks related to public health threats, including the novel coronavirus, that may cause disruptions to our operations or may have a material adverse effect on our development plans and financial results;

• Information technology risks;

• Risks and costs relating to the Reorganization, including failure to achieve the expected benefits of the Reorganization;

• Risks related to the possible dilution of our Common Stock;

• Risks related to our stock price and trading volume volatility;

• Risks relating to the development of an active trading market for our Common Stock;

• Risks related to our status as an emerging growth company; and

• Our increased costs as a result of being a U.S. listed public company.

Many of these factors are macro-economic in nature and are, therefore, beyond the Company’s control. Should one or more of these risks or uncertainties materialize, affect the Company in ways or to an extent that it currently does not expect or consider to be significant, or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements may vary materially from those described in this Registration Statement as anticipated, believed, estimated, expected, intended, planned or projected.

Finally, the Company’s future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in its other filings with the SEC or under future filings pursuant to the Exchange Act and the Securities Act. For additional information regarding risks and uncertainties, see the Company’s other filings with the SEC. In the event of an inconsistency between any prior or current SEC filing, the most current SEC filing will control.

The Company cautions that the foregoing list of risks, uncertainties and other important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to the Company, investors should carefully consider the foregoing factors and other uncertainties and events. Moreover, we operate in a competitive and rapidly evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

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CAUTIONARY NOTE REGARDING RESERVES

Unless otherwise indicated, all mineral resource and mineral reserve estimates included in this Registration Statement have been prepared in accordance with, and are based on the relevant definitions set forth in, the SEC’s Mining Disclosure Rules and Regulation S-K 1300 (each as defined below). Mining disclosure in the United States was previously required to comply with SEC Industry Guide 7 under the Exchange Act (“SEC Industry Guide 7”). In accordance with the SEC’s Final Rule 13-10570, Modernization of Property Disclosure for Mining Registrant, the SEC has adopted final rules, effective February 25, 2019, to replace SEC Industry Guide 7 with new mining disclosure rules (the “Mining Disclosure Rules”) under sub-part 1300 of Regulation S-K of the Securities Act (“Regulation S-K 1300”). Regulation S-K 1300 replaces the historical property disclosure requirements included in SEC Industry Guide 7. Regulation S-K 1300 uses the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”)-based classification system for mineral resources and mineral reserves and accordingly, under Regulation S-K 1300, the SEC now recognizes estimates of “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred Mineral Resources,” and require SEC-registered mining companies to disclose in their SEC filings specified information concerning their mineral resources, in addition to mineral reserves. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to international standards. The SEC Mining Disclosure Rules more closely align SEC disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, referred to as the “JORC Code.” While the SEC now recognizes “Measured Mineral Resources,” “Indicated Mineral Resources” and “Inferred Mineral Resources” under the SEC Mining Disclosure Rules, investors should not assume that any part or all of the mineral deposits in these categories will be converted into a higher category of mineral resources or into mineral reserves.

The following terms, as defined in Regulation S-K 1300, apply within this Registration Statement:

Measured Mineral Resource (“Measured” or “Measured Mineral Resource”)	that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.
Indicated Mineral Resource (“Indicated” or “Indicated Mineral Resource”)	that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.
Inferred Mineral Resource (“Inferred” or “Inferred Mineral Resource”)	that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
Probable Mineral Reserve (“Probable” or “Probable Mineral Reserve”)	the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Proven Mineral Reserve (“Proven” or “Proven Mineral Reserve”)	the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

The Company retained Millcreek Mining Group to prepare an independent technical report summary on the Project. The purpose of the technical report summary is to support the disclosure of mineral resource estimates for the Project. The summary was prepared in accordance with the SEC’s Mining Disclosure Rules and Regulation S-K 1300 and Item 601(b)(96) (technical report summary) of Regulation S-K. The technical report summary is discussed in “Item 1. Description of Business” and “Item 3. Properties.”

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UNLESS OTHERWISE EXPRESSLY STATED, NOTHING CONTAINED IN THIS REGISTRATION STATEMENT IS, NOR DOES IT PURPORT TO BE, A TECHNICAL REPORT SUMMARY PREPARED BY A QUALIFIED PERSON PURSUANT TO AND IN ACCORDANCE WITH THE REQUIREMENTS OF SUBPART 1300 OF SECURITIES EXCHANGE COMMISSION REGULATION S-K.

CAUTIONARY NOTE REGARDING EXPLORATION STAGE COMPANIES

The Company is an exploration stage company and does not currently have any known mineral reserves and cannot be expected to have known mineral reserves unless and until an economic feasibility study is completed for the Project that shows proven and probable reserves as defined by Regulation S-K 1300. There can be no assurance that the Project contains such SEC-compliant proven and probable reserves or that, even if such reserves are found, the Company will be successful in economically recovering them.

CAUTIONARY NOTE REGARDING EMERGING GROWTH COMPANY STATUS

Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to adopt a new or revised standard early.

CAUTIONARY NOTE REGARDING INDUSTRY AND MARKET DATA

This Registration Statement includes information concerning the Company’s industry and the markets in which it will operate that is based on information from various sources including public filings, internal company sources, various third-party sources and management estimates. Management estimates regarding the Company’s position, share and industry size are derived from publicly available information and its internal research, and are based on a number of key assumptions made upon reviewing such data and the Company’s knowledge of such industry and markets, which it believes to be reasonable. While the Company believes the industry, market and competitive position data included in this Registration Statement is reliable and is based on reasonable assumptions, such data is necessarily subject to a high degree of uncertainty and risk and is subject to change due to a variety of factors, including those described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Registration Statement. These and other factors could cause results to differ materially from those expressed in the estimates included in this Registration Statement. The Company has not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

When this Registration Statement becomes effective, the Company will begin to file reports, proxy statements, information statements and other information with the SEC. You may read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this Registration Statement is not incorporated by reference into this Registration Statement.

The Company’s Internet website address is http:/www.5eadvancedmaterials.com. Information contained on the website does not constitute part of this Registration Statement. The Company has included its website address in this Registration Statement solely as an inactive textual reference. When this Registration Statement is effective, the Company will make available on its website electronic copies of the materials it files with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Section 16 reports filed by its executive officers, directors and 10% stockholders and amendments to those reports.

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5E Advanced Materials, Inc.

FORM 10

TABLE OF CONTENTS

Item	Description	Page
Item 1.	Description of Business	10
Item 1A.	Risk Factors	28
Item 2.	Financial Information	51
Item 3.	Properties	63
Item 4.	Security Ownership of Certain Beneficial Owners and Management	70
Item 5.	Directors and Executive Officers	72
Item 6.	Executive Compensation	78
Item 7.	Certain Relationships and Related Transactions, and Director Independence	83
Item 8.	Legal Proceedings	84
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	85
Item 10.	Recent Sales of Unregistered Securities	87
Item 11.	Description of Registrant’s Securities to be Registered	88
Item 12.	Indemnification of Directors and Officers	90
Item 13.	Financial Statements and Supplementary Data	92
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	93
Item 15.	Financial Statements and Exhibits	94

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ITEM 1. DESCRIPTION OF BUSINESS

Strategy & Positioning

The Company’s goal is to become a vertically integrated global leader in boron specialty advanced materials with a focus on enabling decarbonization. As a result of major trends including global decarbonization, clean energy transition, proliferation of electric transportation and growing concerns over food security, we believe that there are significant opportunities for the Company to become an important global supplier enabling high-performance, high-tech, and high-margin applications that address these trends and help address current and anticipated global supply challenges.

To achieve our goals, we plan to pursue the following key corporate strategies:

• Safely and profitably extract borates, produce sulphate of potash (“SOP”) and other mineral compounds from our Fort Cady asset to ensure the Company controls its supply and has the lowest possible cost position.

• Seek to establish competitive market positions, in high-value, high-technology and high-margin boron specialty advanced material markets, supported by intellectual property.

• Work in collaboration with customers and commercial partners to support their boron specialty advanced material requirements.

• Focus on global decarbonization technologies including energy transition and food security to ensure the Company is helping to address key issues facing society.

• Become a global supplier of choice, helping to address the current global supply duopoly and by providing a new, stable, source of boron.

Industry Overview

Boron is the fifth element on the periodic table and it is an essential element that pervades modern life. Boron is the lightest of all metalloids and has a unique and highly attractive set of chemical and physical properties that enable its use in high-performance commercial and industrial end use applications, including hardness, low thermal expansion and electric conduction, light weight, reduced corrosion propensity and antimicrobial properties. These attractive chemical and physical properties result in there being very few logical substitutes for boron and boron-based compounds across applications.

Borates and specialty boron derivatives have a wide range of commercial applications within established industries as well as fast growing sectors. According to Merchant Research & Consulting Ltd., global boron mineral production was 4.7 million tonnes in 2020 and demand is expected to grow rapidly over the years to come, supported by increasing demand from downstream industries such as glass-making, fertilizers, ceramics and electrical capacitors. Historically, the market for boron compounds has demonstrated consistent growth, with production of boron minerals expected to increase to 6.6 million tonnes by 2030. This growth is expected to be driven by population growth, urbanization, increasing demand for high-end fiberglass insulation, rising agricultural nutrient demands, modern high-tech glass products and coatings (used in computers, LEDs, plasma screens, circuit boards and solar panels), and many other industrial manufacturing applications.

Boron is classified as a Strategic Material of Interest by the United States Defense Logistics Agency (“DLA”) for use in military applications. Specifically, the DLA lists uses of boron as a component of composite materials (boron fibers) in advanced aerospace structures, an industrial catalyst for many organic reactions (polymerization), inner plates of ballistic vests, tank armor, and permanent neodymium magnets. Permanent neodymium magnets are a component of electric vehicle drivetrains and form the basis for boron as a contributing component of the movement towards global decarbonization. Based on United States Geology Survey (“USGS”), the glass and ceramics industries remained the leading domestic users of boron products, accounting for 80% of total borates consumption in 2020. World production and reserves are primarily derived from six countries: Turkey, the United States, Russia, Chile, China, and Peru. According to Global Market Insights, Inc., Rio Tinto Borates (“RTB”) and Eti Maden (a state-owned Turkish enterprise) are the major producers currently covering 85% of global boron production. Furthermore, according to a report prepared by Market Watch on downstream boron specialty derivatives, 80% of the global boron carbide market is controlled by China, whereby the top four Chinese manufacturers currently hold over 55% of global market share. While in 2020 the United States was a net exporter of boric acid, anhydrous borax, non-anhydrous borax, colemanite, and ulexite, both elemental boron and boron carbide were net imports.

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Source: Global Market Insights

Boron, a Component of Decarbonization

Notwithstanding continued use in traditional and commercial industries, boron’s use in clean energy infrastructure, electric vehicle manufacturing and yield enhancing fertilizers continues to grow as climate change has spurred increasing private and public investment in these industries. Government mandates for net zero emissions have supported billions of dollars of research and development in wind, solar photovoltaic and other renewable energy sources. In the United States, according to the U.S. Energy Information Administration (“EIA”), approximately 170 gigawatts of renewable energy generation capacity have been built since 2000 (a compound annual growth rate (“CAGR”) of approximately 4.7% from 2000 to 2020). According to the International Renewable Energy Agency (“IRENA”), global installed wind and solar capacity is expected to grow at a CAGR of 5.8% from 2019 to 2050, while cumulative investments across renewables, electrification and infrastructure, and energy efficiency are expected to total $55 trillion from 2016-2050 under the Planned Energy Scenario. Net zero mandates and consumer demand growth have driven up demand for electric transportation for both private and public consumption, with a majority of original equipment manufacturers (“OEMs”) committing significant portions of their fleets to being fully electric over the next two decades. Climate change and industrial activity may also impact weather patterns, cause unpredictability in rainfall, and reduce the footprint of arable land for agricultural purposes globally, increasing the need for higher quality fertilizers to boost crop yields and support growing populations.

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Boron is one of the most widely used elements in society, utilized by more than 300 commercial and industrial applications. Though boron use spans a wide array of applications, technological advances push boron towards high-end use applications and contribute towards global decarbonization efforts. Within an electric vehicle, boron applications include high strength glass, permanent magnets for the drivetrain, and insulation. In a 2020 report published by the European Union, rare earth elements—neodymium, dysprosium, and praseodymium—as well as boron are likely to be in a large portion of motors manufactured for electric vehicles (“EVs”). Other decarbonization and clean energy applications include nuclear reactors, wind turbines, fiber-glass insulation, fire retardants, fertilizers and micro-nutrients, and energy storage, among others.

Overview of Boron

Boron is a low-abundance element in the earth’s crust. Pure boron is also produced with difficulty in industrial settings because of contamination by carbon or other elements that resist removal. In its crystalline form, boron is a brittle, dark and lustrous metalloid, while in its amorphous form it is a dark brown powder. Accordingly, boron is rarely consumed in its pure form and instead consumed as a compound, which can be produced through chemical processes. Borates are commercially traded as either borate minerals (containing impurities or other binding minerals), higher quality refined borates, or high-performance boron specialties. Given boron’s established market demand, pricing benchmark and diverse range of end use applications, 5E is primarily targeting the production of boric acid and other high-performance boron specialty compounds.

Boron-Based Minerals	Refined Borates	High-Performance Boron Specialty Compounds
•  Colemanite (hydrated calcium borate; 50% B2O3) •  Tincal •  Kernite •  Ulexite	•  Boric acid (H3BO3) •  Boron oxide (B2O3) •  Sodium borates	•  Boron carbide (B4C) •  Boron nitride (B3N) •  Boron halides (BX3) (X = F, Br or Cl) •  Sodium borohydride (NaBH4)

Boric acid is primarily produced through a chemical process that takes boron-based minerals, such as colemanite or tincal as inputs from hard rock mining or brines. The boron-based minerals are then traditionally processed via acid-based treatment (leaching of hard rock) or evaporation (via brines) to produce boric acid. Alternatively, 5E’s boron-based minerals consist of colemanite, which the Company plans to subject to solution or in-situ mining, via a combination of hydrochloric acid (HCl), reagents, and water, to produce a chemical reaction that results in boric acid production. Many downstream specialty products and high-performance applications utilize boric acid as an input, and there is an established market for the product.

Solution Mining = Green Mining

Unlike open-pit and underground mining, solution mining requires much less land disturbance, poses fewer safety hazards and uses less fossil fuels. Traditional open-pit mines have a large environmental impact and can cause significant land disturbance, in addition to utilizing large machinery that requires the burning of diesel and other fossil fuels. Similarly, underground mines pose significant safety hazards due to their underground tunnels, infrastructure and land disturbance. Remediation is also material for open-pit and underground mining methods. Conversely, solution mining is a much less pervasive mining process whereby small holes are drilled into the earth, piped, and injected via solution. Once the solution contacts the colemanite ore body, a chemical reaction occurs and the solution is either pumped or air lifted to the surface. Though solution mining requires remediation, the process can be less complex, consisting of flushing and rinsing underground wells, adequate testing that meets regulatory requirements, and a systematic plugging and abandonment of wells.

Overview of Sulphate of Potash

SOP is an inorganic compound and specialty fertilizer. SOP is not typically found as an existing compound in nature and therefore must be manufactured, either through the Mannheim Process (reaction with sulphuric acid) or complex salt processing, which removes undesired attached minerals. SOP is a high value fertilizer particularly where crops have a sensitivity to chlorides or in areas where there is minimal rainfall and the build-up of chlorides in the soil is problematic. SOP is also highly preferred over muriate of potash (“MOP”) for additional benefits including lower overall salinity and increased sulphur, which is a critical secondary macro-nutrient in plants.

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Overview of Other Mineral Compounds

While the Company’s goal is to predominately focus on the production of boric acid, derivative boron specialty products and SOP, it also plans to produce other compounds including lithium, HCl, and gypsum which are expected to provide product diversification and additional revenue opportunities. At the present time, engineering and design has not included a recovery process for lithium and will likely be addressed once recovery of boric acid is operational. We have done some preliminary work to recover SOP, but a determination has not been made as to whether SOP production will be included with initial production of boric acid. Previous process design work has included using the Mannheim process to produce SOP from MOP as a method of acid regeneration for in-situ leaching.

Lithium is a soft, silver-white alkali metal in its native form and has a wide range of energy storage and industrial applications. Lithium is the lightest of all metals and it has highly attractive physical properties including heat capacity, charge density and low thermal expansion. These properties enable high-performance end use applications such as lithium-ion batteries, polymers and ceramics, among others. Lithium is rarely consumed in its pure form and is typically used in either base compounds (lithium carbonate or carbide) or higher-performance compounds (lithium hydroxide). The rise in portable electronics, energy storage devices and other end use applications has led to significant advancements in lithium-based battery technologies and wide-scale adoption. High-end lithium compounds are commonly found in electric vehicles, specialty greases, pharmaceuticals, and other aerospace applications, and are expected to see dramatic market share gains within these spaces. There is significant expected demand growth for lithium, primarily driven by growing demand for lithium-ion batteries in electric vehicles and portable devices. The Company plans on continuing to further define its lithium resource and identify attractive potential market opportunities.

HCl is a colorless solution and a strong inorganic acid, and an important laboratory reagent and chemical with a range of important industrial applications. It is industrially prepared by dissolving hydrogen chloride in water. Strong global demand exists across a variety of industries including food and beverage, steel, oil and gas, chemicals and textiles, among others.

Macro Trends Driving Demand Growth for Boron, SOP and Other Mineral Compounds

While industrial demand for borates continues to grow at a higher rate than general economic or industrial growth, there are several macro trends highlighting the importance of boron, SOP and other mineral compounds that the Company expects to produce, and support demand fundamentals going forward.

Global Push Toward Clean Energy

As a result of global industrial activity throughout the 20^th and early part of the 21^st century, carbon dioxide and greenhouse gas levels have risen significantly. Climate scientists have conducted extensive environmental monitoring and have determined that human-driven emissions are directly contributing to rising temperatures which is exacerbating issues around weather instability, changing precipitation patterns, global warming, and rising sea levels. Along with companies, cities, and financial institutions, more than 130 countries across the globe have now set or are considering a target of reducing emissions to net zero by 2050 or sooner. While net zero is a critical long-term goal, steep emissions cuts—especially by the world’s largest greenhouse-gas emitters, China, the United States, and the European Union—are imperative in the next five to ten years to prevent exacerbated global warming and safeguard a livable climate. Furthermore, at the 26^th Conference of the Parties to the United Nations Framework Convention on Climate Change (“COP26”) held in November 2021, many nations expressed their commitment to keeping global warming below a 1.5^oC increase, which is necessary to moderate the impacts of severe climate change.

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According to the United States Environmental Protection Agency (“EPA”), 25% of all U.S. greenhouse gas emissions were generated from electricity generation, with a further 29% from transportation and 23% from industrial activities. Further, approximately 62% of all electricity in the United States comes from burning fossil fuels, mostly coal and natural gas. Many states have adopted net zero emission targets and have been aggressively pursuing installations of renewable energy infrastructure through their renewable portfolio standard targets. The Biden administration’s $1 trillion infrastructure bill passed in November 2021 earmarked $73 billion for power infrastructure, with a significant portion to be allocated towards renewable energy infrastructure.

As a result of significant investments in solar, wind and other forms of renewable energy, installation and maintenance costs are forecasted to decline materially and support widespread adoption. According to the EIA, the mid-case capital cost per kilowatt for developing onshore wind, offshore wind and utility scale solar photovoltaic capacity are forecasted to decline 30%, 57%, and 53%, respectively, between 2019 and 2050. Accordingly, renewable energy infrastructure is expected to contribute 26% to 50% of all electricity generation in the United States by 2050. Furthermore, according to IRENA’s Planned Energy Scenario, renewable energy share in total final energy consumption is expected to grow to 17% by 2030, and to 25% by 2050.

Boron is strategically positioned to benefit from investments in renewable forms of energy generation given its prevalence in the construction and maintenance of energy infrastructure. Solar and wind energy depend on strong, durable materials consisting of boron compounds. In solar thermal heating applications, borosilicate glass enables the focus and capturing of solar energy. Textile fiberglass made with borate-based compounds is essential to the creation of wind turbines, drivetrains and blades, while high-power boron-based magnets are used in turbine generator systems. Boron supports the strengthening of polymers and other construction materials used in a wide range of supporting infrastructure. Borates have the ability to capture thermal neutrons resulting from the fission reaction of uranium nuclear fuel, which makes them an essential ingredient in the control and safety of nuclear reactors and control rods.

Electric Vehicles Becoming Mainstream

According to the International Energy Agency (“IEA”), the global electric vehicle stock is expected to grow at a CAGR of nearly 30% from 2020 to 2030, from 11 million units to almost 145 million units under the Stated Policies Scenario (reflecting existing policies, ambitions, targets, and legislation as of 2021). Similarly, the outlook in the United States is also expected to improve with 2030 EV stock expected to reach 15% market share for light duty vehicles, 20% for buses and 7% for trucks under the Stated Policies Scenario. New legislation has the potential to accelerate adoption across the globe. The primary drivers of forecasted growth in EV sales are expected to be favorable due to government policies and restrictions on combustion engine sales, widespread product introductions by OEMs, the build out of necessary charging infrastructure, and increasing consumer adoption as acquisition and ownership costs decline.

Governments have taken a multi-pronged approach to encourage investments in EVs. Incentives and other subsidies have spurred additional research and development for OEMs, which has led to a steady decline in the cost of battery technology, electric motors, and other key components. Rebates for consumers on EVs have also reduced the upfront cost to purchase EVs, making them more competitive with traditional combustion engine vehicles. Countries across Asia, North America and Europe have publicly announced targets to phase out combustion engine sales and promote EVs.

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In response to evolving government policy and requirements, research incentive programs, and greater customer demand, many OEMs have announced their own targets to expand EV penetration across their vehicle fleets with a significant number of product introductions expected during the next five to ten years.

Source: International Energy Agency Global EV Outlook 2021

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A major factor driving the amount and velocity of EV adoption is the relative competitiveness versus combustion engine vehicles across a number of metrics including upfront purchase cost, cost of ongoing maintenance, range and simplicity. OEMs have been investing in research and development to improve the energy storage capacity, reduce weight and enhance overall performance in order to make EVs more competitive.

Boron and lithium are both strategic elements in the construction of electric vehicles. Neodymium ferro boron magnets are the most powerful commercial magnets available and are used to build permanent magnets (also known as neodymium magnets, or NdFeB) which are used in the overall EV powertrain system. The small size, light weight, strong torque density and overall efficiency of permanent magnet motors relative to induction motors make them a highly attractive alternative in hybrid electric vehicles and EVs, as they enable strong attributes around acceleration, reduced vehicle weight, and enable greater vehicle range. Lithium is a key element in current battery technology that supports a significant percentage of global EV manufacturing. Over the next decade, EVs and battery electric vehicles are expected to become the dominant users of lithium carbonate and battery-grade lithium hydroxide compounds, along with consumer electronics and ceramic applications.

National Security Interests

New uses of boron have emerged which are critical to national security along with decarbonization. In addition to permanent magnets, military vehicles, protective armor, pharmaceuticals, and semi-conductors fall within the boron compound supply chain. In June 2021, President Biden’s administration announced a supply chain disruptions task force to address short-term supply chain discontinuities with a focus to secure end-to-end domestic supply chain for advanced batteries and invest in sustainable domestic and international production and processing of critical materials. Classified as a strategic mineral according to the DLA, the European Union included borates on their list of critical raw materials in 2020. In October 2020, the DLA released annual materials for acquisition and boron carbide, a down-stream compound, was on the list.

Intersection of Population Growth and Climate Change: The Food Security Challenge

As the effects of climate change and weather unpredictability become more pronounced, the complex global food system will be under ever greater threat as it struggles to meet the demands of a growing population. According to the Center for Strategic & International Studies (“CSIS”), more than 800 million people globally—one in nine—were undernourished and experienced moderate to frequent food insecurity or had a food supply that was compromised from a quantity or nourishment perspective. Concurrently, over two billion people around the world are overweight or obese, with one billion suffering from micro-nutrient deficiencies. According to the United Nations, by 2050, the global population is expected to reach 9.7 billion, an increase of over 20% from 2020 levels. As populations continue to grow, the integrity of food supply chains will continue to be tested.

While the millions of acres of industrial cropland have benefited over the 20^th century from improved farming techniques and the deployment of mechanical means of cultivation to grow the absolute quantity of food production, the global food supply chain is still highly reliant on natural rainfall and water to support crops, and highly exposed to climate change. Climate change impacts on agriculture vary considerably by geography, but climate change has been linked to reductions in nutritional quality in plants due to both macro and micronutrient deficiencies, increases in soil salinity, and increases in agricultural pests and diseases. Increasing temperatures and rainfall variability directly contribute to reductions in crop yields, and if severe enough can cause outright crop failure. According to CSIS, every 1^oC rise in mean temperature causes a 10% decline in crop yield (in equatorial tropics).

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According to the Food and Agriculture Organization (“FAO”) at the United Nations, between 12% and 39% of the world’s land surface is expected to develop novel climates by 2100 as a result of climate change. Further, 40% of total land area globally is used for agricultural production and consumes more than 70% of all freshwater withdrawals putting pressure on already scarce water supplies. According to the Intergovernmental Panel on Climate Change (“IPCC”), by 2050, more than 70% of global crop production is expected to experience yield declines, with more than 40% of productive land realizing severe yield reductions of more than 10%.

Boron and SOP are both highly effective minerals to reverse crop yield declines and preserve the integrity of global food chains. Boron is one of eight essential micro-nutrients or trace elements required by plants. Micro-nutrients like boron serve to increase crop yields by promoting flower production, increasing cell wall integrity and structure, improving photosynthesis, and promoting lateral root development. Key crops with boron sensitivity include rice, potatoes, corn cabbage, and cauliflower, among others. Many global fertilizer firms are developing specialty boron-based fertilizers to improve nutrient uptake, and these are being sold at attractive prices. Sulphur is a key secondary macro nutrient while potassium is an essential mineral found in many plant-based foods consumed by humans. In many parts of the world, agricultural soils are gradually becoming depleted of potash due to years of intensive farming and repeated nutrient removal during harvest. As a result, many fields now require regular inputs of potash and sulphur via fertilizers to maintain productivity and prevent yield declines and crop failure.

Demand for Boron, SOP and Other Mineral Compounds

Balanced Boron Demand Growth from Industrial, Green Energy Infrastructure and Agricultural Uses

According to Merchant Research & Consulting Ltd., the global market for boron compounds has demonstrated consistent growth, with production for boron minerals expected to increase to 6.6 million tonnes by 2030. More balanced longer-term demand growth is expected due to increased usage of borates to support multiple markets enabling global decarbonization, including permanent magnets for electric drive trains, green energy generation and infrastructure, energy storage, energy efficiency (high-tech fiberglass insulation), and high-grade fertilizers. Further research and development could also spur further pockets of demand for borates and increase aggregate demand over time. While China represents the world’s largest end market for consumption of boron-based minerals and derivatives, it possesses minimal low-grade resources and imports of boron are expected to grow accordingly.

Fertilizer Usage Expected to Drive Demand for Sulphate of Potash

U.S. SOP volumes have grown at an annual rate of 2.5% since 2014 and have experienced growth in recent years as the SOP market has stabilized and commodity markets have improved. Four U.S. states (California, Idaho, Washington, and Wisconsin) account for over 60% of U.S. SOP consumption and there is the potential for further demand growth, in the event of chronic weather instability and nutrient deficiency, as a result of climate change causing disruptions to the global food chain. The majority of the world is materially underapplying SOP relative to its chloride-sensitive crop planted area.

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Supply Fundamentals for Borates and SOP

Notwithstanding its prevalent use, global access to mined boron is rare. Boron doesn’t occur in nature in its element state, but instead combines with oxygen and other elements to form boric acid, or inorganic salts called borates. Borates occur only in very rare geological settings, requiring the interaction of a former in-land evaporated water body, seismic fault line and distinct volcanic activity. Borate deposits are typically classified as colemanite, borax (tincal), kernite, and ulexite. Colemanite typically has the highest concentrations of boric acid and is primarily found in California and Turkey.

As a result of the unique geological settings required, there are only four regions across the globe where active extraction operations exist including Turkey, the Mojave Desert of the United States, the Alpide belt in Southern Asia, and the Andean belt in South America. The world’s two largest producers of borates are Eti Maden, a state-owned enterprise in Turkey, and RTB, which operates a boron mine in the Mojave Desert less than 100 miles from Fort Cady. These two producers provide over 85% of global borate supply while the remainder of supply is provided by smaller operations across Asia and South America. Eti Maden and RTB maintain integrated operations, spanning from extraction and processing to downstream refined borate production.

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This supply dynamic creates significant supply concentration risk and creates opportunities for new operations to help further diversify global supply.

Source: US ITC Dataweb

Due to various factors including geopolitical risk, resource quality, supply chain and market access, and regional infrastructure, we believe the U.S.-based resources such as Fort Cady maintain a unique strategic and cost competitive advantage. Based on the latest feasibility study for the Project, the Company expects operating costs to benchmark favorably against production from China and South America, and competitively against those observed at RTB’s nearby asset given the significant by-product credits realized from the sale of SOP, HCl and gypsum.

China is the world’s largest end market for SOP production and is mostly supplied from internal producers making the country largely self-reliant. Compass Minerals harvests and refines brines from the Great Salt Lake in Utah, which does not satisfy the total U.S. demand. As a result of the relatively limited supply and its location relative to the large Californian market, the Company believes it is strategically positioned to be an important player in the domestic SOP market.

Total Demand and Supply Fundamentals for Boron and SOP

There are very few substitutes for borates, especially in high-end applications for energy infrastructure, EVs and the ever-important market of agriculture. In the absence of boron resources across Asian countries, growing demand for glass and ceramics are expected to lead to increasing demand from global producers in Turkey and the United States. While it is expected that China will continue to be a key market for growth, material demand

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is also expected from the United States. Due to its commercial importance, the United States is taking action to secure domestic sources of key minerals supply and the Company’s goal is to be well positioned to answer these demands with high quality supply. In February 2021, in an effort to ensure that the U.S. is not reliant on other countries such as China, President Biden signed an executive order requiring the United States government to review supply chains for critical minerals and other identified strategic materials. This executive order calls for a review of a broader set of U.S. supply chains covering the defense, health care, information technology, energy, transportation, and agriculture sectors. With strong demand growth and an absence of major announced capacity or production output increases from Eti Maden or RTB, a material supply gap is emerging.

SOP remains a high value specialty fertilizer that is used where crops have a sensitivity to chlorides or in areas where there is minimal rainfall. California’s climate and high level of crop production of almonds, fruits and vegetables account for a meaningful amount of the total U.S. market. The Western United States is currently in a prolonged mega drought, with a severe lack of rainfall impacting traditional agriculture and making high quality fertilizers more important to maintain key nutrients yields, creating a need for domestic and North American supply alternatives.

Business Overview

Corporate History

ABR, the former parent company of the Company, was incorporated in October 2016 for the purpose of acquiring the rights in the Project located in the eastern part of the Mojave Desert region of San Bernardino County, California from Atlas Precious Metals, Inc. The acquisition of the Project was completed in May 2017 and ABR’s ordinary shares were subsequently admitted for official quotation on the ASX in July 2017.

The Company was incorporated in the State of Delaware on September 23, 2021, as a wholly-owned subsidiary of ABR for the purposes of effecting the Reorganization. Our principal executive offices are located at 19500 State Highway 249, Suite 125, Houston, Texas, and our telephone number is (442) 292-2120. Additional information can be found on our website address: http:/www.5eadvancedmaterials.com. Information contained on the website does not constitute part of this Registration Statement. The Company has included its website address in this Registration Statement solely as an inactive textual reference.

Prior to the effectiveness of this Registration Statement, the Company will receive all of the issued and outstanding shares of ABR pursuant to a statutory Scheme of Arrangement under Australian law under Part 5.1 of the Corporations Act. The Scheme was approved by ABR’s shareholders at a general meeting of shareholders held on December 3, 2021. Following shareholder approval, the Scheme was approved by the Federal Court of Australia on February     , 2022.

As soon as practicable after completion of the Scheme, the Company intends to list its Common Stock on Nasdaq under the symbol “FEAM” and de-list ABR from the ASX.

Pursuant to the Reorganization, the Company will issue to the shareholders of ABR either one share of the Company’s Common Stock for every ten ordinary shares of ABR or one CHESS Depositary Interest over the Company’s Common Stock (a “CDI”) for every one ordinary share of ABR, in each case, as held on the Scheme record date. Eligible shareholders of ABR (those whose residence at the record date of the Scheme is in Australia, New Zealand, Canada, Hong Kong, Ireland, Papua New Guinea, Singapore, Malaysia, Thailand, or the United States) will receive CDIs by default. In order to receive Common Stock, eligible shareholders must complete and submit an election form to ABR’s registry no later than 5:00 pm (AEDT) on March 2, 2022. Ineligible shareholders will not receive CDIs or shares of Common Stock but will instead receive the proceeds from the sale of the CDIs to which they would otherwise be entitled by a broker appointed by ABR. The appointed broker will sell the CDIs in accordance with the terms of a sale facility agreement and will remit the proceeds to ineligible shareholders. Additionally, the Company will cancel each of the outstanding options to acquire ordinary shares of ABR and issue replacement options representing the right to acquire shares of the Company’s Common Stock on the basis of one replacement option for every ten existing ABR options held. The Company will maintain an ASX listing for its CDIs, with each CDI representing 1/10th of a share of Common Stock. Holders of CDIs will be able to trade their CDIs on the ASX after implementation of the Scheme and holders of shares of the Company’s Common Stock will be able to trade their shares on Nasdaq.

Following completion of the Reorganization, ABR’s ordinary shares will be de-listed from the ASX and ABR will become a wholly-owned subsidiary of the Company.

Overview of 5E Advanced Materials, Inc.

The Company’s goal is to become a vertically integrated global leader in boron specialty advanced materials with a focus on enabling decarbonization. The Company is classified as an “exploration stage issuer,” in the business of acquiring and developing mineral properties that may contain recoverable deposits of boron in the form of boric acid (H₃BO₃), lithium in the form of lithium carbonate (LiCO₃) and potential by-products of sulphate of potash (K₂SO₄), gypsum and hydrochloric acid (“HCl”). There are currently a very limited number of domestic U.S. suppliers of borates and SOP, and we plan on developing connections and supply chain capabilities to export our products globally.

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The Company holds 100% of the rights in the Project through the Company’s wholly-owned subsidiary, Fort Cady (California) Corporation (“FCCC”). The Project is a rare and large colemanite borate deposit and is the largest known global deposit of colemanite not owned by the Turkish Government controlled entity, Eti Maden. Colemanite is a hydrated calcium borate mineral found in evaporite deposits. The deposit hosts a mineral resource where borate specialty materials, boric acid, lithium carbonate and SOP by-product can potentially be produced for the global market.

To date, the Company has invested over $50 million of its own capital in the Project, including license acquisition, permitting activities, drilling and resource estimation, well-testing, metallurgical testing, feasibility studies, pilot plant infrastructure and substantial small-scale commercial operations and test works. The Project has secured a critical Underground Injection Control permit with the EPA, as well as the necessary air permits required for commercial mining operations. The Company is developing the Project in a phased approach, with a smaller scale boron facility being developed to include a solution mine, boron processing plant and specialty production (“SSBF”). The Company expects that the SSBF will integrate mining operations and chemical plant operations, which will facilitate customer qualification and downstream specialty product development. The facility is expected to remain as a permanent asset on the Project site that can be leveraged for continual process innovation, operational efficiency and product refinement. The Company is currently evaluating the preferred development plan for the full scale-up of operations and expects the SSBF, along with further dissolution testing to refine recovery rates, will assist in determining the economic recoverability of mineral resources for the Project in a bankable feasibility study (“BFS”).

The Company anticipates the proposed mining operation will include the phased construction and operation of a boric acid solution mine and a processing facility with the anticipated capability of eventually producing more than 400,000 tons per annum of boric acid equivalent boron specialty products and meaningful production of lithium carbonate, SOP and gypsum, for a projected life of mine of over 20 years. Synergies exist between the production of boric acid, lithium and SOP, including the production of boron-rich fertilizers, glass, batteries and the potential ability for the Company to capitalize on the generation of the by-products of HCl and gypsum produced during SOP manufacturing. HCl is a key input and reagent used for leaching in the proposed boric acid mine solution. The Company expects that boron specialty products, boric acid, SOP, lithium, gypsum and HCl will be transported in bulk by road or railroad to domestic consumers or to the ports in Los Angeles for export. As part of its feasibility work, the Company has designed an efficient process to maximize extraction, limit the facilities environmental footprint and help ensure sustainability and efficiency across the production lifecycle.

The Project and proposed operation are located in an area with existing sealed roads, a gas pipeline, rail line and power lines. The Company has obtained the key mining, land use and environmental permits for the construction and operation of Phase 1 of the Project (90,000 tons per annum of boric acid), including the Environmental Impact Statement (“EIS”) and Environmental Impact Report for commercial-scale operations, the Air Quality permit (valid through to 270,000 tons per annum of boric acid and 80,000 tons per annum of SOP), the Water Quality permit, the Mining and Reclamation permit and the Underground Injection Control permit, which each remain active and in good standing. Modifications to the Company’s Plan of Operations and certain permits will be required to extend operations beyond Phase 1. It is expected that Phase 2 and Phase 3 of the Project will be advanced as addendums to the existing permits, as needed. Additional permitting that will likely be required for the Project includes (i) a financial assurance cost estimate (a surface disturbance bond) will need to be updated for all new equipment, buildings and ground disturbance, (ii) filing and identification of the chemical inventory, (iii) an EPA ID will be requested when waste streams have been finalized, and (iv) building permits from San Bernardino County must be obtained prior to construction. In July 2021, the Company purchased an exploration target and an additional three parcels of land and associated mineral rights in the south-eastern section of the Fort Cady deposit.

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In addition to the Project, the Company has an earn-in agreement to acquire a 100% interest in the Salt Wells North project area and the Salt Wells South project area (together, the “Salt Wells Projects”) in the State of Nevada on the incurrence of $3 million in expenditures attributed to the Salt Wells Projects (the “Earn-in Agreement”). In July 2020, the Company renegotiated the Earn-in Agreement expenditure requirements at the Salt Wells Projects. Under the renegotiated Earn-in Agreement, the Company has made funding commitments of $100,000 in fiscal year 2021, $300,000 in fiscal year 2022, $600,000 in fiscal year 2023, $800,000 in fiscal year 2024 and $1,200,000 in fiscal year 2025.

Business Strengths and Key Highlights

Strategically Positioned to Benefit from Substantial Demand Growth as Decarbonization Efforts Intensify

We are currently developing a mineral resource of high-quality borates and other key mineral compounds such as SOP, lithium, HCl and gypsum that are positioned as inputs into key technologies and industries that directly address climate change and support decarbonization, including clean energy infrastructure, electric vehicles, and high-quality fertilizers, among others. Growth in the demand for end use applications like solar and wind energy infrastructure, neodymium-ferro-boron magnets, and lithium-ion batteries is expected to directly impact the need for borates and other advanced materials that the Company plans to produce. We believe the size and quality of the Company’s Fort Cady resource also positions the Company as a long-term supplier.

Expected Low Cost Operations with Plans and Capabilities to Significantly Expand Capacity

The Fort Cady deposit is a rare and large colemanite borate deposit and is the largest known deposit of colemanite outside of Turkey. Effective October 15, 2021, a mineral resources estimate prepared for the Company determined that there were an estimated combined 97.55 million tons of Measured Mineral Resource plus Indicated Mineral Resource at Fort Cady, with a grade of 6.53% for boron oxide (B₂O₃) and 324 parts per million for lithium. The mineral resource estimate also identified 11.43 million tons of Inferred Mineral Resource with a grade of 6.40% boron oxide and 324 parts per million for lithium. Across the three mineral resource categories there is an estimated 108.98 million tons grading 6.52% for boron oxide and 324 parts per million for lithium. The estimated total contained mineral resource (Regulation S-K 1300 compliant) across all resource categories equals 12.62 million tons of boric acid equivalent.

In February 2021, the Company provided a multi-phased approach to project development envisioning the following phases:

• Phase 1 A: 9,000 tons per annum (“pa”) of boric acid with 20,000 tons pa of SOP;

• Phase 1 B: Additional 60,000 tons pa of SOP;

• Phase 1 C: Additional 81,000 tons pa of boric acid;

• Phase 2: Additional 180,000 tons pa of boric acid with an additional 160,000 tons pa of SOP;

• Phase 3: Additional 180,000 tons pa of boric acid with an additional 160,000 tons pa of SOP; and

• End of Phase 3 total production: 450,000 tons pa of boric acid with 400,000 tons pa of SOP.

The Company retains optionality in Project design to modify the development plan to bring forward production as market dynamics evolve. As a result of the designed processing and extraction process, additional by-products of marketable SOP, HCl and gypsum will also help to reduce the overall cost profile of the asset. The Company continues to advance exploration and resource definition efforts as part of the work relating to the preparation of a BFS which may impact the overall project phasing and output.

Attractive Geographic Location with Market Access and Favorable Operating Backdrop

The Company seeks to be a global supplier of boron specialty advanced materials. As a result of the United States taking action to secure domestic sources of key minerals supply, the Company believes that it has an opportunity to satisfy this demand, which may assist in supporting a constructive and positive regulatory and operating environment. The U.S. is known as a stable market in which to conduct business and the Company’s goal is to supply customers that are currently sourcing second, third and fourth derivative boron products from outside North America, with the hope of being viewed as an attractive commercial partner and key U.S. alternative supplier of choice. Given global supply challenges and the current duopoly between Eti Maden and RTB, the Company believes that it can help support a diversification of global borates supply.

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Locations of the Most Significant Boron Discoveries in the World

Proven Management Team with Deep Project Execution, Operational and Leadership Capabilities

Our management team is led by our Chief Executive Officer, Henri Tausch, who has over 30 years of international experience developing and growing businesses in mature and emerging regions, and in leading the development of complex projects and services in various industries across mining, power generation, refining, distribution, and chemicals. Henri’s prior roles included Chief Operating Officer of Shawcor, a global infrastructure and energy technology services company, and Vice President and Global Business Leader for Honeywell’s Field Solutions Business.

The senior leadership team also includes Dr. Dinakar Gnanamgari (Chief Commercial Officer and Chief Technical Officer), Tyson Hall (Chief Operating Officer), Paul Weibel (Chief Financial Officer), Chanson Pipitone (Senior Vice President, Head of Corporate Development and Investor Relations), and Chantel Jordan (Senior Vice President, General Counsel, Secretary and Chief People Officer). Both Tyson Hall and Dr. Dinakar Gnanamgari bring a wealth of project delivery, operations, and executive leadership experience, and were instrumental in building Albemarle into a global specialty chemicals business. Dr. Dinakar Gnanamgari’s previous roles include Global Vice President of Lithium Specialties at Albemarle Corporation and other roles within FMC Corporation. Previously, Tyson Hall served as the head of multiple business units within Pilgrim’s Pride Corporation and was the Global Business Director of Performance Materials for Albemarle Corporation from February 2015 to February 2016. Paul Weibel is a licensed U.S. CPA having previously worked for PricewaterhouseCoopers and most recently served as controller and head of operations for Blue Horizon Capital and Genlith Inc. Chanson Pipitone most recently was a Portfolio Manager and Senior Investment Professional at Salient Partners, L.P. and Center Coast Capital Advisors, LP (now Brookfield Asset Management Inc.). As an investment professional, Chanson Pipitone allocated over $10 billion in capital and handled multiple private equity and project finance transactions. Chantel Jordan brings all-round legal and strategic advisor experience, having previous responsibilities as assistant general counsel and assistant corporate secretary for American Bureau of Shipping and was an associate at Polsinelli P.C. Chantel is a member of the state bar of Texas and Missouri and holds a Juris Doctor degree from the University of Notre Dame Law School.

Our Strategy

Develop the Fort Cady Asset and Seek to Become an Important Global Supplier of Borates and Other Minerals

The main objective of the Company is to continue developing the Project and position it for commercial production of boric acid, SOP and other mineral compounds. The BFS, which the Company is progressing, will help in determining the optimal economic recoverability of the mineral resources for the Project and help in the planning for a preferred development and scale-up of operations. Once the asset is fully operational, the Company believes that Fort Cady can be a long-term supplier.

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Develop Commercial Partnerships to Expand High-Performance Borate Product Capabilities

The Company is seeking to become a vertically integrated global leader in boron specialty advanced materials, and an important supplier to its commercial partners developing high-performance downstream applications in the areas of clean energy infrastructure, electric transportation, and high-grade fertilizers among other end uses. Commercial partnerships are expected to be a key element of embedding the Company within global supply chains and positioning it as an essential supplier of refined borates, SOP and other mineral compounds. As we work with customers to understand their evolving needs, we plan on improving our own abilities to adapt the properties of our products, whether physical or chemical, to meet those needs. This may require us to invest in and potentially acquire new capabilities, hire people or acquire new technical resources.

Diversify Sources of Supply and Expand the Overall Asset Holdings

While the Company is developing the Fort Cady asset, the long-term objective is to develop a sustainable, globally recognized boron specialty products and advanced materials business. We have an earn-in agreement to acquire a 100% interest in the Salt Wells Projects which have the potential to serve as a second pillar of high-quality borates and lithium supply to the Company. We plan on assessing new resources that offer the potential to provide alternative sources of borates or other essential mineral compounds and would look to invest in developing such resources where it makes sense to do so.

Invest in Our People

Our business requires that we seek to hire and retain some of the best scientists, engineers, and technical chemical and mining individuals in the industry to be successful. We plan on investing in our people through training and development with a goal of employing and retaining some of the best talent available in the industry.

Competition

The mining industry is highly competitive. The Company will be competing predominantly with three large mining companies, all of which have far greater resources available to them than the Company is likely to have when it commences operations. The Company, therefore, may be at a significant disadvantage in the course of obtaining materials, supplies, labor and equipment from time to time. Additionally, the Company is, and will continue to be, an insignificant participant in the business of mining exploration and development for the foreseeable future.

The two largest competitors in the production of boric acid are RTB and Eti Maden, which is owned by the Turkish Government. Together they supply approximately 85% of global boron demand which has led to a global duopoly. Eti Maden alone supplies over 60% of the world’s demand.

Customers

Because the Company has not yet begun production of mineral products, the Company currently does not have any binding supply agreements with customers.

In May 2021, ABR entered into a non-binding letter of intent with Compass Minerals America Inc. (“Compass Minerals”), a subsidiary of NYSE-listed Compass Minerals, Inc., to progress negotiations with respect to Compass Minerals taking responsibility for the sales and marketing of SOP from the Company’s operations.

In September 2021, ABR entered into a non-binding letter of intent with Borman Specialty Materials. Under the terms of the letter of intent, the parties agreed to work together towards a binding agreement for the supply of boric acid and other boron specialty advanced materials, which will be used to manufacture products with critical applications for future facing global markets, including the semi-conductor, life sciences, aerospace, military and automotive markets.

In parallel with ongoing test works, the Company plans to explore options to sell by-product gypsum into the Californian gypsum market.

Governmental Regulation

The Company is subject to numerous and extensive federal, state and local laws, regulations, permits and other legal requirements applicable to the mining and mineral processing industry, including those pertaining to employee health and safety, air emissions, water usage, wastewater and stormwater discharges, air quality standards, greenhouse gas emissions, waste management, plant and wildlife protection, handling and disposal of hazardous and radioactive substances, remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, the discharge of materials into the environment and groundwater quality and availability. The Company’s business may be affected in varying degrees by government regulation such as restrictions on production, price controls, tax increases, expropriation of property, environmental and pollution controls or changes in conditions under which minerals may be marketed. An excess supply of certain minerals may exist from time to time due to lack of markets, restrictions on exports, and numerous factors beyond our control. These factors include market fluctuations and government regulations relating to prices, taxes, royalties, allowable production and importing and exporting minerals. These laws, regulations, permits and legal requirements have had, and will continue to have, a significant effect on the Company’s results of operations, earnings and competitive position.

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Federal legislation and implementing regulations adopted and administered by the Environmental Protection Agency, the Forest Service, the Bureau of Land Management, the Fish and Wildlife Service, the Army Corps of Engineers and other agencies, including legislation such as the federal Clean Water Act (“CWA”), the Safe Drinking Water Act (“SDWA”), the Clean Air Act, as amended (“CAA”), the National Environmental Policy Act (“NEPA”), the Endangered Species Act, the National Forest Management Act, the Wilderness Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and the Resource Conservation and Recovery Act (“RCRA”), have a direct bearing on domestic mining operations. These federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations.

CERCLA, and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring clean-up actions, demands for reimbursement for government-incurred clean-up costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The RCRA, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

CAA restricts the emission of air pollutants from many sources, including mining and processing activities. Any future mining operations by the Company may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

NEPA requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The EPA, other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The CWA, and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The SDWA and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SWDA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

The Federal Land Policy Management Act (the “FLPMA”) governs the way in which public lands administered by the U.S. Bureau of Land Management are managed. The General Mining Law of 1872 and the FLPMA authorize U.S. citizens to locate mining claims on federal lands open to mineral entry. Borate is a locatable mineral. Locatable mineral deposits within mining claims may be developed, extracted and processed under a Plan of Operations. The National Environmental Policy Act requires a review of all projects proposed to occur on public lands.

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The Federal Mine Safety and Health Act of 1977 (the “Mine Act”), as amended by the Mine Improvement and New Emergency Response Act of 2006 (“MINER Act”), and the regulations adopted by the California Occupational Safety and Health Administration, impose stringent health and safety standards on numerous aspects of mining operations, including training of mine personnel, mining procedures, blasting, the equipment used in mining operations and other matters. The regulations enacted under the Mine Act and MINER Act, as well as under similar state laws, are routinely expanded or made more stringent, raising compliance costs and increasing potential liability. At this time, it is not possible to predict the full effect that new or proposed statutes, regulations and policies will have on the Company’s operating costs, but any expansion of existing regulations, or making such regulations more stringent may have a negative impact on the profitability of the operations.

When operational, the Project will be required to maintain a comprehensive safety program. Employees and contractors will be required to complete initial training, as well as attend annual refresher sessions, which cover potential hazards that may be present at the facility. Workers at the mine will be entitled to compensation for any work-related injuries. The State of California may consider changes in workers’ compensation laws from time-to-time. The Company’s costs will vary based on the number of accidents that occur at the Project and the costs of addressing such claims. The Company will be required to maintain insurance under various state workers’ compensation programs under the statutory limits for the operations at Fort Cady and the offices in California.

The Company generally will be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and revegetating various portions of a site after mining and mineral processing operations are completed. Comprehensive environmental protection and reclamation standards must be met during the course of, and upon completion of, mining activities, and any failure to meet such standards may subject us to fines, penalties or other sanctions. Reclamation efforts would be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies. As soon as the Company has a mining operation, it will be required to arrange and pledge certificates of deposits and/or surety bonds for reclamation with the state regulatory agencies. At this time, a land disturbance bond for $307,301 is in place with the County of San Bernardino and a $776,650 certificate of deposit is held for EPA reclamation.

The Company’s San Bernardino County, California conditional use permit, approved mining plan, reclamation plan and other state laws and regulations establish operational, reclamation and closure standards for all aspects of the solution mining operations. In addition, the Company must provide financial assurances to secure the performance of these reclamation obligations. To satisfy these financial assurance requirements, the Company has historically provided certificates of deposit. The Company expects to move to obtaining surety bonds, which are renewable on an annual basis.

The Company may be required to obtain new permits and permit modifications, including air, construction and occupancy permits issued by San Bernardino County, California government, to complete our development plans. To obtain, maintain and renew these and other environmental permits and perform any required monitoring activities, the Company may be required to conduct environmental studies and collect and present to governmental authorities data pertaining to the potential impact that the current development plan or future operations may have upon the environment.

Environmental, mining, safety and other laws and regulations continue to evolve which may require the Company to meet stricter standards and give rise to greater enforcement, result in increased fines and penalties for noncompliance, and result in a heightened degree of responsibility for companies and their officers, directors and employees. Future laws, regulations, permits or legal requirements, as well as the interpretation or enforcement of existing requirements, may require substantial increases in capital or operating costs to achieve and maintain compliance or otherwise delay, limit or prohibit our development plans and future operations, or other restrictions upon, our development plans or future operations or result in the imposition of fines and penalties for failure to comply.

Complying with these regulations is complicated and requires significant attention and resources. The Company’s employees have a significant amount of experience working with various federal, state and local authorities to address compliance with such laws, regulations and permits. However, the Company cannot be sure that at all times it has been or will be in compliance with such requirements. The Company expects to continue to incur significant sums for ongoing regulatory expenditures, including salaries, and the costs for monitoring, compliance, remediation, reporting, pollution control equipment and permitting. In addition, the Company plans to invest significant capital to develop infrastructure to ensure it operates in a safe and environmentally sustainable manner.

The Company is not aware of any probable government regulations that would materially impact the Company at this time, however there can be no assurance that regulations may not arise in the future that may have a negative effect on the Company’s results of operations, earnings and competitive position.

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Dependence on Key Vendors, Suppliers and Global Supply Chain

Construction of an in-situ leaching mining operation and processing plant at the Project will require local resources of contractors, construction materials, energy resources, employees, and housing for employees. The Project has good access to I-40 which connects it to numerous sizable communities between Barstow and the greater Los Angeles area offering access to transportation, construction materials, labor, and housing. The Project currently has limited electrical service that is sufficient for mine office and storage facilities on site but will require an upgrade for plant and wellfield facilities. The Company is currently exploring options for upgrading electrical services to the Project. An electrical transmission corridor operated by SCE extends north-eastward through the eastern part of the Project. The Project has two water wells located nearby to support mining operations. Currently no natural gas connects to the Project, but the Company is negotiating services with two suppliers in the region with a gas transmission pipeline located proximal to the Project.

While the Company experienced no true shut down of development activities as a result of the pandemic nor were any employees required to work remotely, the effects of COVID-19 on supply chains have directly impacted the Company’s equipment procurement activities and continue to do so. Material extended lead times for numerous items have caused delays on anticipated start-up timeframes and the related price increases due to scarcity of supply have also affected Company.

Employees

As of December 31, 2021, the Company had nineteen full-time employees and one part-time employee. The Company expects to significantly increase the number of employees upon full production at the Project.

The Company uses the services of independent consultants and contractors to perform various professional services, including land acquisition, legal, environmental and tax services. In addition, the Company expects to utilize the services of independent contractors to perform geological, exploration and drilling operation services and independent third-party engineering firms to evaluate any resources or reserves.

Exploration

In July 2021, the Company purchased an additional three parcels of land adjacent to the Project, which will be an exploration target to support proposed resource expansion drilling activities. An exploration target is a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tons and range of grade (or quality), relates to mineralization for which there has been insufficient exploration to estimate a mineral resource. The exploration target relates to the southeastern area outside the existing resource boundary of the Fort Cady deposit.

Seasonality

The Company has no properties that are subject to material restrictions on its operations due to seasonality. However, we note that given the Project’s location in the Mojave Desert, the Project site may be impacted by extreme heat in the summer season. In addition, the desert terrain of the Project does not adequately absorb water and is subject to flash flooding in the instance of significant rain.

Corporate Office

Our principal executive offices are located at 19500 State Highway 249, Suite 125, Houston, Texas. Our telephone number is +1 (442) 292 2120.

Public Information

You may read and copy reports we have filed with the SEC, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. The Company’s SEC filings will also be available free of charge by visiting the Company’s filing page on the SEC’s website at http://www.sec.gov.

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ITEM 1A. RISK FACTORS

An investment in the Company’s Common Stock involves a high degree of risks. You should consider carefully all the risk factors described below, the matters discussed above under “Cautionary Notice Regarding Forward-Looking Statements” and other information included and incorporated by reference in this Registration Statement, as well as in other reports and materials that we file with or furnish to the SEC. If any of the risks described below, or elsewhere in this Registration Statement or our other SEC filings, were to materialize, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected. In such case, the trading price of the Company’s Common Stock could decline, and investors could lose part or all of their investment. Additional risks and uncertainties not currently known to the Company or that it currently deems immaterial may also materially adversely affect our financial condition, results of operations and cash flows.

Risks Relating to Our Business

Our future performance is difficult to evaluate because we have a limited operating history in the borates industry and no sustained revenue from our properties, which may negatively impact our ability to achieve our business objectives.

Although the Fort Cady deposit was identified over 50 years ago and significant work has been undertaken to refine the resource estimate and development plan since that time, including by our immediate predecessor, ABR, which undertook significant development activities to develop the resource estimate and mine plan for Fort Cady, we have not realized any revenues to date from the sale of mineral products. To date, our operating cash flow needs have been financed primarily through equity financing and not through cash flows derived from our operations.

The Company does not currently have a market for any minerals that may be derived from its properties. As a result, its revenues are expected to be determined, to a large degree, by the success of the Company’s phased development of the Project and subsequent operating activities. The Company’s revenues will also be substantially impacted by the prevailing prices for boric acid, boron specialty products, lithium and SOP, to the extent that these products can be successfully extracted. At the present time, a recovery process for lithium has not been developed and will likely not be addressed until recovery of boric acid is operational. Furthermore, preliminary work regarding the recovery of SOP has been completed, but a determination has not been made as to whether SOP production will be included with initial production of boric acid. For the products that the Company successfully produces, market prices are dictated by supply and demand, and the Company cannot predict or control the price it will receive for boric acid, boron specialty products, lithium and SOP.

We were incorporated in September 2021, and we have only recently begun to implement our current business strategy. As a result, we have little historical financial and operating information available to help you evaluate our future financial and operating performance. Therefore, it is possible that actual costs may increase significantly, and economic returns may differ materially from our estimates. The Project may ultimately be less profitable than currently anticipated or may not be profitable at all, which could have a material adverse effect on the Company’s results of operations and financial position.

If we do not obtain additional financing and maintain sufficient funds to continue our ongoing operations, our business may be at risk or execution of our business plan may be delayed.

We have limited assets upon which to commence our business operations and to rely otherwise. As of December 31, 2021 and June 30, 2021, we had cash and cash equivalents of $53.7 million and $40.8 million, respectively. We have had recurring net losses from operations and an accumulated deficit of $61.2 million as at December 31, 2021 and $40.7 million as at June 30, 2021. Given our net losses and with only these funds, we will need to seek additional funds in the future through equity or debt financings, or strategic alliances with third parties, either alone or in combination with equity financings to complete our mining exploration initiative. Our business plan, which includes the phased development of the Project, has required and will continue to require substantial capital expenditures. We will require financing to fund our planned pre-production activities and will soon be required to raise additional capital in respect of continuing our mining exploration program, pre-production activities, including the SSBF, legal, operational set-up, general and administrative, marketing, employee salaries and other related expenses. Obtaining additional funding will be subject to various factors, including general market conditions, investor acceptance of our business plan, the status of our development program and ongoing results from our exploration efforts. These financings could result in substantial dilution to the holders of our common shares or require contractual or other restrictions on our operations or on alternatives that may be available to us. If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on our operations. Any such required financing may not be available in amounts or on terms acceptable to us, and the failure to procure such required financing could have a material and adverse effect on our business, financial condition and results of operations, or threaten our ability to continue as a going concern.

We may not be able to acquire additional funds on acceptable terms, or at all. If we are unable to raise adequate funds, we may have to delay, reduce the scope of or eliminate some or all of our planned development activities or exploration programs. In the event additional capital resources are unavailable, we may be required to curtail our development activities or be forced to sell some of our properties in an untimely fashion or on less than favorable terms. We also may have to reduce the resources devoted to our mining efforts or cease operations. Any of these factors could harm our operating results. Our ability to raise capital will depend on many factors, including the status of our development program and the status of various capital and industry markets at the time we seek such capital. Accordingly, we cannot be certain that financing will be available to us on acceptable terms, if at all.

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Until commercial production is achieved from the Project, we will continue to incur operating and investing net cash outflows associated with, among other things, developing the Project, maintaining our properties and undertaking ongoing exploration and optimization activities. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We require additional capital to fund our ongoing operations, define mineralization, conduct a bankable feasibility study and bring the Project into production, which will require funds for construction and working capital. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all, or that we will be successful in commencing commercial borates extraction, or that our sales projections will be realized.

In order to finance our current operations, and future capital needs, we will require additional funds through the issuance of additional equity or debt securities. Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our CDIs and Common Stock could be reduced. Any additional equity financing will dilute stockholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our CDIs and Common Stock, the market price of our CDIs and Common Stock could be negatively impacted.

If we are unable to obtain additional financing, as needed, on competitive terms, our ability to fund our current operations and implement our business plan and strategy will be affected, and we may be required to reduce the scope of our operations and scale back our development and mining programs. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:

• adverse economic conditions;

• adverse general capital market conditions;

• poor performance or cyclical decline of the borates or mining industries in general;

• bankruptcy or financial distress of unrelated companies or marketers engaged in the borates industry;

• significant decrease in demand for borates; or

• adverse regulatory actions that affect our development and construction plans or the use of borates generally.

We are an exploration stage company with no known reserves, and estimates of resources and mineralized material are inherently uncertain and subject to change, the volume and grade of ore actually recovered may vary from our estimates.

We are an exploration stage company, with no Proven or Probable Reserves. There can be no assurance that the Fort Cady deposit contains Proven and Probable Reserves as defined by SEC Regulation S-K 1300, or that even if such reserves are found, that we will be successful in economically recovering them. Investors should not assume that the mineral resource estimates described under “Item 3. Properties — Mineral Resource Estimate” will ever be extracted. While the discovery of mineralization may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish Proven Mineral Reserves, to develop processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by us or any future development programs will result in a profitable commercial mining operation. There is no assurance that our mineral exploration activities will result in any discoveries of commercial quantities of boron. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted.

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. Furthermore, development projects such as ours have no operating history upon which to base estimates of Proven and Probable Reserves and estimates of future cash operating costs. Estimates are, to a large extent, based upon the interpretation reserves and estimates of future cash operating costs. Estimates are, to a large extent, based upon the interpretation of

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geological data obtained from drill holes and other sampling techniques, and feasibility studies that derive estimates of cash operating costs based upon anticipated tonnage and grades of minerals to be mined and processed estimates of cash operating costs based upon anticipated tonnage and grades of minerals to be mined and processed, comparable facility and equipment operating costs, anticipated climatic conditions and other factors. In addition, mineral resource estimates prepared by different reserve professionals based upon the analysis of the same geologic data may vary significantly from each other based upon the subjective judgments included in such estimates. As a result, actual cash operating costs and economic returns based upon development of resources may differ significantly from those originally estimated. Moreover, significant decreases in actual or expected prices may mean reserves, once found, will be uneconomical to mine.

The Fort Cady deposit has had a significant amount of prior drilling and is the subject of at least three separate historic mineral resource estimates, including a 2018 initial feasibility study (the “Initial Study”) prepared for ABR and a second feasibility study (the “Second Study”), originally released in April 2020 and updated further in February 2021. None of the prior mineral resource estimates were Regulation S-K 1300 compliant. A Regulation S-K 1300 compliant Report was prepared by Millcreek in October 2021 which confirmed an estimated combined 97.55 million tons of Measured Mineral Resource plus Indicated Mineral Resource at the Project, with a grade of 6.53% for boron oxide and 324 parts per million for lithium as of October 15, 2021. At this time, the Millcreek report does not include any known proven or probable reserves and there is no bankable feasibility study. Additional expenditures are required to establish Mineral Reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are actually mined and developed. Any expenditures that we may make in the exploration of any mineral property may not result in the discovery of any commercially exploitable mineral deposits.

The mineral resource estimates stated in this Registration Statement and extracted from the Millcreek report represent the amount of boron oxide and lithium that the QP estimated, at October 15, 2021, could be economically and legally extracted or produced at the time of the mineral resource determination. There can be no assurance that our disclosed mineral resource estimates will be recovered and any material reductions in the quantity of mineral resources or the related grades or cost of production could have a material adverse effect on our business, financial condition or prospects. Estimates of resources and reserves are subject to considerable uncertainty, and the estimation of mineral resources is a subjective process. Such estimates are expressions of judgement based on knowledge, experience and industry practice at the time of the estimation and will be, to a large extent, based on the interpretations, which may be imprecise or which may later prove to be inaccurate, of geologic data obtained from drill holes and other exploration techniques and which may not necessarily be indicative of future results. Estimates made at a given time may change significantly in the future when new information becomes available. We expect that our estimates of resources will change to reflect updated information. Resource estimates may be revised upward or downward based on the results of current and future drilling, testing or production levels, significantly lower borate prices as a result of a decrease in commodity prices, increases in operating costs, reductions in metallurgical recovery or other modifying factors, and this could result in material write-downs of our investment in mining properties, goodwill and increased amortization, reclamation and closure charges. Such revisions may also render previously disclosed estimates of mineral resources uneconomical. We cannot assure that any particular level of recovery of borates or other minerals from discovered mineralization will in fact be commercially realized. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time which a combination of careful evaluation, experience and knowledge of management may not eliminate.

The Company’s mineral resource estimate includes some land which is the subject of a mineral lease agreement with Elementis Specialties plc (“Elementis”). The Company has extended the mineral lease agreement with Elementis through July 1, 2022 and management is actively renegotiating a new mineral lease agreement. There is a risk that the mineral lease agreement may not be renegotiated or that the agreement may be renegotiated on terms that are less favorable to the Company. If the Elementis mineral lease agreement is not renegotiated or it is renegotiated on terms that are less favorable to the Company, it may have negative impact on our mineral resource estimate or on our future earnings and competitive position.

The Company is engaged in the business of exploring and developing mineral properties with the intention of locating economic deposits of minerals. Our property interests are at the pre-production stage. Accordingly, it is unlikely that we will realize profits in the short term, and we cannot assure you that we will realize profits in the medium to long term. Any profitability in the future from our business will be dependent upon development of an economic deposit of minerals and further exploration and development of other economic deposits of minerals, each of which is subject to numerous risk factors.

Producers use feasibility studies for undeveloped ore bodies to derive estimates of capital and operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore body, expected recovery rates of minerals from the ore, the costs of comparable facilities, the costs of operating and processing equipment and other factors. Actual operating and capital cost and economic returns on projects may differ significantly from original estimates. Further, it may take many years to commence production, during which time, the economic feasibility of production may change.

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In addition, pre-production projects like the Project have no operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items, such as any future estimates of reserves, mineral recoveries or cash operating costs will to a large extent be based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and future feasibility studies. Actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations, and cash flows may be negatively affected.

All of our business activities are now in the exploration stage and there can be no assurance that our exploration efforts will result in commercial development.

All of our operations are at the exploration stage and there is no guarantee that any such activity will result in commercial production. Limited drilling has been conducted on our Project to date, which makes the extrapolation of a Regulation S-K 1300 compliant indicated or inferred resource to a Regulation S-K 1300 probable or proven reserve and to commercial viability impossible without further drilling and engineering. We intend to engage in that additional exploratory drilling and engineering upon completion of the SSBF, but we can provide no assurance of future success from our planned additional drilling program and engineering. The exploration for boron involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of the mineral may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish proven mineral reserves, to develop processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by us or any future development programs will result in a profitable commercial mining operation. There is no assurance that our mineral exploration activities will result in any discoveries of commercial quantities of boron. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, the run of mine solution produced, engineering of the plant and process to produce a commercial product, prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. Our long-term profitability will be in part directly related to the cost and success of our exploration programs and any subsequent development programs.

We have no history of mineral production and we may not be able to successfully reach our downstream processing ambitions.

We are an exploration stage company and we have no history of mining or refining mineral products from our properties. As such, any future revenues and profits are uncertain. There can be no assurance that the Project will successfully reach production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to further technical studies, permitting requirements and construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. There is no certainty that we will generate revenue from any source, operate profitably or provide a return on investment in the future.

A key element of our long-term business strategy is to develop high-performance downstream applications in the areas of clean energy infrastructure, electric transportation, and high-grade fertilizers among other end uses. To implement this strategy successfully, we may need to license certain intellectual property related to these downstream processes and/or develop the ability, or collaborate with, purchase or form a joint venture with, commercial partners.

In addition, other licenses that may be necessary for some of these downstream processing steps have not yet been obtained. Any failure to establish or maintain collaborative, joint venture or licensing arrangements for the production of boron specialty products on favorable terms could adversely affect our business and prospects.

We have incurred significant net operating losses since our inception and anticipate that we will incur continued losses for the foreseeable future.

We had an accumulated deficit of $61.2 million as of December 31, 2021, and we continue to incur significant discovery and development expenses in the foreseeable future related to the completion of feasibility, development and commercialization of our Project. As a result, we will be sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

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Estimates relating to the development of the Project and mine plan are uncertain and we may incur higher costs and lower economic returns than estimated.

Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible. Such projects could experience unexpected problems and delays during development, construction and mine start-up. Our decisions concerning the development of the Fort Cady deposit have been based on the results of multiple studies which have estimated the anticipated economic returns of the Project. The actual Project profitability or economic feasibility may differ from our estimates as a result of any of the following risks normally encountered in the mining industry, such as:

• changes in tonnage, grades and metallurgical characteristics of ore to be mined and processed;

• changes in input commodity and labor costs;

• the quality of the data on which engineering assumptions are made;

• adverse geotechnical conditions;

• availability of adequate and skilled labor force, adequate machinery and equipment;

• availability, supply and cost of water and power;

• fluctuations in inflation;

• availability and terms of financing;

• delays in obtaining environmental or other government permits or approvals or changes in the laws and regulations related to project development or operations;

• changes in tax laws, the laws and/or regulations around royalties and other taxes due to the local, state and federal governments and any royalty agreements;

• weather or severe climate impacts, including, without limitation, prolonged or unexpected precipitation, drought, forest fires and/or sub-zero temperatures;

• accidental fires, floods, earthquakes or other natural disasters;

• controlling water and other similar mining hazards;

• liability for pollution, other environmental damage, or harm to plants or animals, including endangered or protected species;

• potential delays and restrictions in connection with health and safety issues, including pandemics (such as COVID-19) and other infectious diseases;

• potential delays relating to social and community issues, including, without limitation, issues resulting in labor disputes, protests, road blockages or work stoppages;

• uncertainties regarding our ability to successfully implement downstream processing and reach full revenue potential;

• potential challenges to mining activities or to permits or other approvals or delays in development and construction based on claims of disturbance of cultural resources or the inability to secure consent for such disturbance; and

• other known and unknown risks involved in the conduct of exploration, development and the operation of mines.

The nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage. There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our future earnings and competitive position and, potentially our financial viability.

The Company depends on a single mining project.

The Project accounts for all of the Company’s Mineral Resources and the current potential for the future generation of revenue. Any adverse development affecting the Project will have a material adverse effect on the Company’s business, prospects, profitability, financial performance and results of operations. These developments include, but are not limited to, the inability to obtain

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necessary permits or financing to develop the Project, changes in technical parameters of project development, changes in costs or anticipated costs which may make it uneconomic to develop and/or operate the Project, unusual and unexpected geologic formations, seismic activity, rock bursts, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, property, and which could hinder the development and operation of the Project. The Project will be unable to achieve the contemplated end of Phase 3 run-rate production of 450,000 tons per annum of boric acid until a new or modified air permit is obtained from San Bernardino County. The Project has a limited mine-life based on the mineral resource estimate and, assuming we reach economically viable production at the Project, ultimately we will be required to replace and expand our resources and reserves if we are to maintain operating revenues. In the absence of additional mineral projects, the Company will be solely dependent on the Project for its revenue and profits, if any. The Company’s ability to maintain or increase its annual production will be dependent, in significant part, on its ability to expand the Project, bring new projects into production and to complete acquisitions.

The Company’s long-term success will depend ultimately on its ability to achieve and maintain profitability and to develop positive cash flow from its operating activities.

The Company’s long-term success, including the recoverability of the carrying values of our assets, our ability to acquire and develop additional projects, and continuing with the exploration, development and commissioning and operating activities of the Project will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our operations by establishing ore bodies that contain commercially recoverable borates and other minerals and to develop these into profitable operating activities. The economic viability of our future operating activities has many risks and uncertainties including, but not limited to:

• a significant, prolonged decrease in the market price of borates and other minerals;

• difficulty in marketing and/or selling borates and other minerals;

• significantly higher than expected capital costs to construct the Project;

• significantly higher than expected extraction costs;

• significantly lower than expected borates and other minerals extraction;

• significant delays, reductions or stoppages of borates and other minerals extraction activities;

• the introduction of significantly more stringent regulation affecting our activities; and

• global political, economic and market conditions, including political disturbances, war, terrorist attacks and changes in global trade policies.

The Company’s future operating activities may change as a result of any one or more of these risks and uncertainties, and we cannot assure you that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

The Company’s growth depends upon the continued growth in demand for end use applications that require borates, related minerals and compounds the Company expects to produce.

Our growth is dependent upon the continued adoption by consumers of end use applications that require borates, related minerals and compounds the Company expects to produce. If the market for such applications does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial condition and results of operations will be affected. The market for such end use applications is relatively new, rapidly evolving, and could be affected by numerous external factors such as:

• government regulations;

• tax and economic incentives;

• rates of consumer adoption; and

• competition.

The Company’s long-term success will depend on its ability to enter into and deliver product under supply agreements.

Because the Company has not yet begun production of mineral products, the Company currently does not have any binding supply agreements with any customers. We may encounter difficulty entering into or maintaining supply agreements for our products, may fail to deliver required minimum tons required by such agreements or may experience production costs in excess of the fixed price to be paid to us under such agreements.

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For example, in May 2021, the Company announced the entry into a non-binding letter of intent with Compass Minerals, a subsidiary of NYSE-listed Compass Minerals, Inc., to progress negotiations with respect to Compass Minerals taking responsibility for the sales and marketing of SOP from the Company’s operations.

In September 2021, the Company also announced the entry into a non-binding letter of intent with Borman Specialty Materials. Under the terms of the letter of intent, the parties agreed to work together towards a binding agreement for the supply of boric acid and other boron specialty advanced materials, which will be used to manufacture products with critical applications for future global markets, including the semi-conductor, life sciences, aerospace, military and automotive markets.

We cannot assure you that the conditions to the closing of either of these non-binding agreements, that have not yet been completed, will be satisfied or, as applicable, waived or that the non-binding agreements will be finalized at all. Likewise, the non-binding agreements that have not yet been completed may be completed on terms that differ, perhaps substantially, from those described herein. If the closing conditions are not satisfied or waived on a timely basis, or if another event occurs delaying, preventing or terminating these non-binding agreements, such delay, failure or termination of the non-binding agreements could cause uncertainty or other negative consequences that may materially and adversely affect the Company’s business, financial performance and operating results.

Our business, results of operations and financial condition may be materially and adversely affected if we are unable to enter into similar agreements with other parties, are unable to mutually agree to matters required by the non-binding agreements with Compass Minerals and Borman, are unable to deliver the product required by such agreements or if we experience costs in excess of the price set forth in such agreements.

If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected, and the potential growth of our business may be limited.

Market estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Even if the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all. Our market opportunity is also based on the assumption that our existing and future offerings will be more attractive to our customers and potential customers than competing products and services. If these assumptions prove inaccurate, our business, financial condition and results of operations could be adversely affected. For more information regarding our estimates of the market opportunity and the forecasts of market growth included herein, see the section entitled “Item 1. Description of Business.”

The cost and availability of electricity and natural gas are subject to volatile market conditions.

Mining development projects and operations consume large amounts of energy. We rely on third parties for the supply of energy we consume and will consume in our development and mining activities. The prices for and availability of electricity, natural gas, oil and other energy resources are all also subject to volatile market conditions, often affected by weather conditions, as well as political and economic factors beyond our control. We must have dependable delivery of energy in order to develop and ultimately operate our facilities. Accordingly, we are at risk in the event of an energy disruption. Prolonged black-outs or brown-outs or disruptions caused by natural disasters, or other means, would substantially disrupt our production. Moreover, we expect much of our finished borate products to be delivered by truck. Unforeseen fluctuations in the price of fuel attributable to fluctuations in crude oil prices would also have a negative impact on our costs or on the costs of many of our future customers. In addition, changes in certain environmental regulations in the U.S., including those that may impose output limitations or higher costs associated with climate change or greenhouse gas emissions legislation, could substantially increase the cost of inputs to our operations, such as energy, to us and other borate producers.

Uncertain global economic conditions could have a material adverse effect on our business, financial condition, results of operations or prospects.

Our financial results are tied to global economic conditions and their impact on levels of consumer confidence and consumer spending. Global consumer markets can be impacted by significant U.S. and international economic downturns, such as the global credit crunch experienced in 2008. A return to a recession or a weak recovery, due to factors that include, but are not limited to, disruptions in financial markets in the United States, or elsewhere, federal budget, tax or trade policy issues in the United States, political upheavals, economic sanctions against trading nations, and demonetization, could cause us to experience revenue declines due to deteriorated consumer confidence and spending, and a decrease in the availability of credit, which could have a material adverse effect on our business prospects or financial condition.

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Our business is also dependent upon certain industries, such as energy, automotive, agriculture, transportation, petrochemical and original equipment manufacturing, and these are also cyclical in nature. Therefore, these industries may experience their own significant fluctuations in demand for our products based on such things as economic conditions, energy prices, consumer demand and infrastructure funding decisions by governments. Many of these factors are beyond our control. As a result of the volatility in the industries we plan to serve, we may ultimately have difficulty increasing or maintaining our level of sales or profitability. If the industries we serve were to suffer a downturn, then our business may be further adversely affected.

We have invested and will continue to invest significant amounts of capital in the Project on development activities, which involve many uncertainties and operating risks that could prevent us from realizing profits.

In total, we have spent in excess of $50 million on the Project, including resource drilling, metallurgical test works, well injection tests, permitting activities and substantial pilot-scale test works. For the six months ended December 31, 2021, the Company’s capital expenditures were $2.8 million, of which $1.7 million was related to construction in progress.

Our business is capital intensive. Specifically, the exploration and recovery of boric acid and lithium, the mining costs, the maintenance of machinery and equipment, and the compliance with applicable laws and regulations, each require substantial capital expenditures. We plan to continue to invest significant capital over the next several years on the development of the Project to bring it into production, and will have to continue to invest capital to maintain or increase the amount of mineral resources and reserves we hold and our rates of production once commercialization of the Project has occurred. Mining exploration is highly speculative in nature, involves many risks and is frequently unsuccessful. Development and production activities may involve many uncertainties and operating risks that could prevent us from realizing profits, putting pressure on our balance sheet and credit rating. Unforeseen issues, including increasing the required amount of capital expenditure necessary to bring the Project into production, the impact of volatile borate and SOP prices, our ability to enter into supply contracts with buyers, and obstacles or complexities that could arise in the environmental or permitting process may cause the Company not to proceed with any one or a combination of these activities. Moreover, once mineralization is discovered, it may take a number of years from the initial phases of drilling before production is possible, during which time the economic feasibility of production may change. Once production begins, no assurance can be given that we will be able to maintain our production levels or generate sufficient cash flow, capitalize a sufficient amount of our net profit or have access to sufficient investments, loans or other financing alternatives to finance our capital expenditure program at a level necessary to continue our exploration and exploitation activities. In addition, we cannot assure you that existing or future projects, if approved and executed, will be completed on schedule, within budget or achieve an adequate return on investment.

The amounts and timing of expenditures will depend on the progress of ongoing development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, and other factors, many of which are beyond our control. Whether the mineral deposits we have discovered will be successfully extracted depends on a number of factors, which include, without limitation, the particular attributes of the deposit, market prices for the minerals, and governmental regulations. If we cannot complete development activities and commence mining operations, we may never generate revenues and will never become profitable.

The Project may be delayed, more costly than anticipated or unsuccessful for many reasons, including declines in borate, lithium, HCl, SOP or gypsum prices, cost overruns, project implementation schedule slippage, shortages of or delays in the delivery of equipment or purpose-built components from suppliers, escalation in capital costs estimates, mechanical or technical difficulties, increases in operating costs structures, possible shortages of construction or other personnel, other labor shortages or industrial action, pandemic or localized epidemic, environmental occurrences during construction that result in a failure to comply with environmental regulations or conditions on development, or delays and higher-than-expected costs, unanticipated natural disasters, accidents, miscalculations, unanticipated financial events, political or other opposition, litigation, acts of terrorism, operational difficulties or other events associated with such construction that may result in the delay, suspension or termination of the Project, resulting in further costs, the total or partial loss of our investment and a material adverse effect on the Company’s results of operations, financial performance and prospects.

Inadequate infrastructure may constrain mining operations.

Any potential commercial production at the Project will depend on adequate infrastructure. In particular, reliable power sources, water supply, transportation and surface facilities are all necessary to develop and operate mines. Failure to adequately meet these infrastructure requirements or changes in the cost of such inputs could affect the Company’s ability to develop or commence production at the Project and could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

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Title to mineral properties and related water rights is a complex process and we may suffer a material adverse effect in the event the Fort Cady property or other properties that we may acquire are determined to have title deficiencies.

Acquisition of title to mineral properties and related water rights is a very detailed and time-consuming process. Title to, and the area of, mineral properties may be disputed. Although we have obtained a title opinion in respect to our Fort Cady interests, we cannot give an assurance that title to such property will not be challenged or impugned. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify. A successful claim that we do not have title to the Fort Cady property or lack appropriate water rights could cause us to lose any rights to explore, develop and mine any minerals on that property, without compensation for our prior expenditures relating to such property.

Restrictions on our ability to obtain, recycle and dispose of water may impact our ability to execute our development plans in a timely or cost-effective manner.

Water is an essential component of our planned mining processes. We intend to secure water from local landowners and other third-party sources for use in our operations. If drought conditions were to occur or demand for water were to outpace supply, our ability to obtain water could be impacted and in turn, our ability to perform mining operations could be restricted or made more costly. Along with the risks of other extreme weather events, drought risk, in particular, is likely increased by climate change. If we are unable to obtain water to use in our operations from local sources, we may be unable to economically produce our target minerals, which could have an adverse effect on our financial condition, results of operations and cash flows.

The Company leases a portion of the Fort Cady site from a third party under a mineral lease agreement that expires in 2022.

Mineral tenure to the Project is through a combination of federal mining claims, a mineral lease and private fee simple lands. The Company’s subsidiary FCCC entered into a mineral lease agreement with Elementis in 2011 relating to a group of unpatented mining claims covering approximately 1,520 acres included in the Fort Cady site. This lease agreement currently expires on July 1, 2022. While the parties are actively negotiating the terms of a new mineral lease, there can be no assurance that the parties will be able to reach agreement on the terms of a new lease or that the terms of a new lease, if entered into, will not be materially less favorable to the Company than the terms of the current mineral lease with Elementis. The loss of access to the mineral claims or right to use the land on which our projects are or will be located leased from Elementis could have a material adverse effect on the Company’s ability to develop the Project on an economically viable basis.    

The development, construction and operation of our projects is subject to various risks relating to land use restrictions and potential opposition from landowners, environmental groups and other third parties, all of which could adversely affect our ability to grow.

Our projects are subject to numerous environmental laws, regulations, guidelines, policies and other requirements relating to, among other things, local land use, zoning, building and operational laws and regulations. We may also operate in jurisdictions with little or no land use regulations or programs for installation and operation of our generation and storage projects. Requirements that are in place for mining projects may require conformance with specified generation capacities, sound levels, radar setbacks, as well as restrictions on communications interference, shadow flicker, hazards to aviation or navigation, or other potential nuisances.

Mining projects may experience local opposition in certain markets due to claims based on these alleged nuisances, concerns about land use conversion from agriculture or undeveloped land to mining, or other claims of potential adverse health or environmental impacts, such as misuse of water resources, landscape degradation, land use, food scarcity or price increase. We could experience significant opposition from third parties, including environmental non-governmental organizations, local landowners, neighborhood groups, municipalities and other entities either during the permit application process, including during any public hearings, comment periods or appeal proceedings, or after environmental permits are issued. We could also experience renewed opposition if any permit requires amendment.

Any such opposition may be taken into account by government officials responsible for granting the relevant permits, which could result in the permits being delayed or not being granted or being granted solely on the condition that we carry out certain corrective measures to the proposed project, which could materially increase our operational costs. In addition, we may become subject to legal proceedings or claims contesting the construction or operation of our projects or permits required thereunder. Any such delays, permit restrictions, legal proceedings or disputes (even if ultimately decided in our favor) could materially delay our ability to complete construction of a project in a timely manner, or at all, materially increase the costs associated with commencing or continuing a project’s commercial operations or harm our reputation. Any settlement of claims or unfavorable outcomes or developments relating to these proceedings or disputes, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our business, financial condition, results of operations, reputation.

The mining industry is historically a cyclical industry and market fluctuations in the prices of borates and other minerals could adversely affect our business.

We may derive revenues from the extraction and sale of borates and other minerals. The marketability of minerals is affected by numerous factors beyond our control. These factors include government regulations relating to pricing, taxes, royalties, allowable production, imports, exports, prevailing price, price volatility, supply, changes in buyer preferences and demand for borates and other

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minerals. The prices of such commodities may fluctuate widely and may affected by numerous factors beyond our control, including international, economic and political trends, domestic and foreign tax policy, the price of imports of commodities, the cost of exploration, development, production and processing mineral ore, available transportation capacity, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new or improved extraction and production developments and methods, technological changes in the markets for the end products and the overall supply and demand for minerals. The effect of these factors on the price of borates and other minerals, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.

Changes in commodity prices would directly affect revenues and may reduce the amount of funds available to reinvest in development activities. Reductions in mineral prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Declining mineral prices may also impact our operations by requiring a reassessment of the commercial feasibility of any of our drilling programs.

Fluctuations in the value of the United States dollar relative to other currencies may adversely affect our business.

Fluctuations in the value of the dollar can be expected to affect our business. A strong U.S. dollar would likely result in imported borate products being comparatively less expensive, potentially resulting in more imports of borate products into the U.S. by our foreign competitors, while a weak U.S. dollar may have the opposite impact on imports.

Mineral exploration and development are subject to extraordinary risks.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The industrial activities conducted at our facilities present significant risk of serious injury or death to our employees, customers or other visitors to our operations, notwithstanding our safety precautions, including our material compliance with federal, state and local employee health and safety regulations. While we have in place policies and procedures to minimize such risks, we may nevertheless be unable to avoid material liabilities for an injury or death. Our operations will be subject to geological, technical and operating hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. Even though we maintain workers’ compensation insurance and a general liability policy to address the risk of incurring material liabilities for injury or death, there can be no assurance that the insurance coverage will be adequate or will continue to be available on the terms acceptable to us, or at all, which could result in material liabilities for an injury or death. The payment of any liabilities that arise may have a material adverse impact on our Company.

A shortage of equipment or disruption in our supply chain could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mineral exploration and, if warranted, development operations. Any shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of potential future production.

Further, we are subject to risk from fluctuating market prices of certain raw materials, including steel, fiberglass reinforced plastic, and bulk chemicals, that are used in the construction and maintenance of our assets. The price of these raw materials may be affected by supply restrictions or other market factors from time to time. Some of the components and materials related to our assets are sourced from outside the United States through arrangements with various vendors, and there have been delays in obtaining these components and materials as a result of the COVID-19 pandemic, shipping and transportation constraints, and other supply chain disruptions. Political, social or economic instability in regions where these components and materials are made could cause future disruptions in trade.

Actions in various countries have created uncertainty with respect to tariff impacts on the costs of some of these components and materials. The degree of our exposure is dependent on (among other things) the type of some of these components and materials. Significant price increases for these raw materials could reduce our operating margins, and could harm our business, financial condition, and results of operations.

In particular, bulk chemicals are critical to the operation of our business. These raw materials are in high demand, subject to price fluctuations and of limited availability. If manufacturers are not able to procure enough of these components or procure them in a timely manner, this would have a material adverse effect on the development of our products and in turn, our business, financial conditions and results of operations.

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Failure by our vendors or our component or raw material suppliers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business.

We do not control our vendors or suppliers or their business partners. Accordingly, we cannot guarantee that they follow ethical business practices, such as fair wage practices and compliance with environmental safety and other local laws. A lack of demonstrated compliance could lead us to seek alternative manufacturers or suppliers, which could increase our costs and result in delayed delivery of components and raw materials, or other disruptions of our operations. Violation of labor or other laws by our manufacturers or suppliers or the divergence of a supplier’s labor or other practices from those generally accepted as ethical in the U.S. or other markets in which we do business could also attract negative publicity for us and harm our business.

Competition with and new production of borates and other minerals from current or new competitors in the market could adversely affect prices.

The mining industry is highly competitive. There are two major competitors in the borates industry, RTB and Eti Maden. If we are successful in bringing the Project into production, we would be competing with two large competitors, one global mining conglomerate and one state-owned enterprise, both of which are well-funded and established. Competition principally involves sales, supply and labor prices, contractual terms and conditions, attracting and retaining qualified personnel and securing the services and supplies we need for our operations. We cannot guarantee that competition, against these two major competitors as well as others, will not adversely affect us in the future. For example, lower cost producers of the minerals we mine could be better positioned to manage future volatility through commodity price cycles. Any significant production increases from either of the two main competitors or others, or the discovery of any additional significant borate resources could negatively impact prices received for borates. Furthermore, it is possible that competitors may engage in pricing activities that could result in market price reductions that may materially and adversely impact the economic feasibility of our plans. In addition, mines have limited lives and, as a result, we must periodically seek to replace and expand our Mineral Resources and Reserves by acquiring new properties. Significant competition exists to acquire mining concessions, land and related assets.

The Company expects that our competitors may have well-established relationships with our current and potential suppliers, lenders and customers and have extensive knowledge of our target markets. As a result, these competitors may be able to respond more quickly to evolving industry standards and changing customer requirements than we may be able to. The adoption of more advanced technology could reduce our competitors’ production costs or may result in other efficiencies and, if we do not adopt such technologies, our competitors may have a lower cost structure or greater production efficiency, which may adversely affect our ability to compete.

There is limited information on the status of new production capacity expansion projects being developed by the current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which any new projects could become operational but any significant increase in supply could adversely affect market prices for borates, thereby resulting in a material adverse effect on the economic feasibility of extracting our resources.

Industry consolidation may result in increased competition, which could result in a reduction in future revenue.

Some of our competitors have made, or may make acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages. In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as demand for rare earth materials increases. Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility than we may have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply. These competitive pressures could have a material adverse effect on our business.

The Company is subject to significant environmental and government regulations and compliance with such regulations requires significant expenditures.

Mining activities in the United States are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. In addition, changes in such laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could result in unanticipated capital expenditures, expenses or restrictions on or suspensions of our operations and delays in the development of our properties.

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As a current holder of interests in U.S. mineral properties, we may be subject to CERCLA. CERCLA, along with analogous statutes in certain states, imposes strict, joint and several liability on owners and operators of facilities which release hazardous substances into the environment. CERCLA imposes similar liability upon generators and transporters of hazardous substances disposed of at an off-site facility from which a release has occurred or is threatened. Under CERCLA’s strict joint and several liability provisions, we could potentially be liable for all remedial costs associated with property that it currently or previously owned or operated regardless of whether our activities are the actual cause of the release of hazardous substances. Such liability could include the cost of removal or remediation of the release and damages for injury to the natural resources. Releases from such facilities or from any of our current U.S. properties due to past or current activities could form the basis for liability under CERCLA and its analogs. In addition, off-site disposal of hazardous substances, including hazardous mining wastes, may subject us to CERCLA liability. Our current and prior U.S. properties are not, to our knowledge, currently listed or proposed for listing on the National Priority List and we are not aware of pending or threatened CERCLA litigation which names us as a defendant or concerns any of its current or prior U.S. properties or operations. We cannot predict the potential for future CERCLA liability with respect to our U.S. properties, nor can we predict the potential impact or future direction of CERCLA litigation in the area surrounding its current and prior properties.

Environmental regulations, including climate change related regulations, mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Enhanced public and private focus on climate change, greenhouse effects and proposed or contemplated laws and regulations relating to carbon emissions may impact aspects of our development plans or our future production. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. In connection with our current activities or in connection with our prior operating activities, we may incur environmental costs that could have a material adverse effect on financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy.

We may also incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations or permit requirements. If we violate environmental, health and safety laws or regulations, in addition to being required to correct such violations, we can be held liable in administrative, civil or criminal proceedings for substantial fines and other sanctions could be imposed that could disrupt or limit our operations. Liabilities associated with the investigation and clean-up of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally.

We may in the future be subject to claims by third parties or employees relating to exposure to hazardous materials and the associated liabilities may be material.

Any failure to ensure on-going compliance with current and future laws and government regulations, including environment, workplace health and safety, tax and accounting laws, rules and regulations as well as stock exchange listing rules could have a material adverse effect on the Company’s future financial condition and prospects.

We may face increased costs and be subject to liability resulting from the generation and disposal of certain wastes, including hazardous wastes, in the course of our Project development and/or future operations.

Our business is subject stringent and complex laws and regulations relating to the generation, use, handling, storage, recycling, disposal and exposure to solid and hazardous wastes. These laws are frequently subject to change. In the course of our operations, we may generate solid or certain hazardous wastes through the disposal of other materials utilized in our development activities or our future operations. In addition, environmental laws can result in the imposition of liability in connection with end-of-life system disposal.

We own and lease real property and may be subject to requirements regarding the storage, use and disposal of hazardous substances, including spill prevention, control and counter-measure requirements. If our owned or leased properties are contaminated, whether during or prior to our ownership or operation, we could be responsible for the costs of investigation and cleanup and for any related liabilities, including claims for damage to property, persons or natural resources. That responsibility may arise even if we were not at fault and did not cause or were not aware of the contamination. The costs of compliance with laws relating to the management and disposal of solid and hazardous wastes or the remediation of any contamination to which we are or may be responsible, and any changes to our operations mandated by new or amended laws, may be significant. Failure to comply with such laws and regulations could result in significant expenses, delays or fines, which in turn could have a material adverse effect on our results of operations and financial position.

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Land reclamation requirements may be burdensome.

Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

We may be impacted by the adverse physical consequences of climate change that could have a material adverse effect on our properties and business activities.

Climate change may increase the frequency or intensity of adverse weather conditions, such as tropical storms, wildfires, droughts, floods, hurricanes, tornadoes, extreme heat or ice storms and may have the long-term effect of changing weather patterns in ways that are difficult to anticipate, which may result in damage or destruction to our assets or to assets required for electricity transmission, affect the availability of water for or our ability to release water from our pumped hydropower facilities, or otherwise require us to incur costs, or elicit changes in energy regulations in the jurisdictions in which we operate, which may result in, among other impacts, increased compliance costs, reduced revenues or incentives, restrictions on our operations, and difficulties in obtaining or maintaining permits, licenses or authorizations required for our business. A disruption or failure of electric generation, transmission or distribution systems may prevent us from operating in the normal course.

Certain of our operations are dependent on particular meteorological conditions. Climate change may have a long-term and permanent effect on meteorological patterns, including the frequency or intensity of wind, precipitation, or of factors that affect solar irradiation (such as cloud cover) at our projects. Furthermore, components of our systems could be damaged by severe weather, such as wildfires, hailstorms, tornadoes, hurricanes, freezing temperatures or other winter weather conditions. Replacement and spare parts for key components may be difficult or costly to acquire or may be unavailable. Unfavorable weather and atmospheric conditions could impair the effectiveness of our assets or reduce their output beneath their rated capacity or require shutdown of key equipment, impeding operation of our renewable assets. In the event of severe flooding, our facilities may be damaged. Wind energy and solar energy are highly dependent on weather conditions and, in particular, on wind conditions and irradiance, respectively. The profitability of a wind farm depends not only on observed wind conditions at the site, which are inherently variable, but also on whether observed wind conditions are consistent with assumptions made during the project development phase or when a given project was acquired.

Increasing concentration of greenhouse gases in the Earth’s atmosphere are contributing to climate changes that are having significant physical effects, such as increased frequency and severity of storms, droughts, fires, floods and other climatic events. If any such effects were to occur in the regions in which we explore, develop and operate, they could adversely affect or delay such activities and may otherwise cause us to incur significant costs in preparing for or responding to those effects.

We are required to obtain and maintain governmental permits in order to conduct development and mining operations, a process which is often costly and time-consuming.

We are required to obtain and renew governmental permits for our development activities and, prior to mining any mineralization, we will be required to obtain new governmental permits. Certain of our land titles are subject to royalty payments that are either currently payable or may be payable in the future (subject to negotiation with the State of California). Obtaining and renewing governmental permits is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables, not all of which are within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain or renew permits that are necessary to our planned operations or the cost and time required to obtain or renew such permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could delay the development or operation of our properties, which in turn could materially adversely affect our future revenues and profitability. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our activities.

Private parties, such as environmental activists, frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits involves numerous jurisdictions, public hearings and possibly costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could potentially cause us to not proceed with the development or operation of our property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

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Lawsuits may be filed against us or arbitration proceedings may be commenced and an adverse ruling in any such lawsuit or arbitration may adversely affect our business, financial condition or liquidity or the market price of our CDIs and Common Stock.

In the ordinary course of our business, we may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, including arbitration proceedings, relating to personal injuries, workers’ compensation, employment discrimination, property damage, property taxes, land rights, the environment, damages related to breaches of privacy or data security, and contract disputes. Such proceedings and actions may involve liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief. In addition, we may also be subject to class action lawsuits, including those alleging violations of the Fair Labor Standards Act and state and municipal wage and hour laws.

Due to the inherent uncertainties of litigation and other dispute resolution proceedings, the outcome of outstanding, pending or future actions or proceedings may be difficult to assess or quantify, cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such action or proceeding, they could be costly and time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition. The ultimate resolution of any litigation or proceeding through settlement, mediation, or a judgment could have a material impact on our reputation and adversely affect our financial performance and financial position.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently own or own in the future. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. We cannot assure you that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.

Our operations are predominantly located in a single geographic region, making us vulnerable to the risks associated with operating in a single geographic region concentrating our capital investment in the State of California increases our exposure to risk.

We expect to focus our operational activities and capital investments in the Project in California and potentially, in the future, in respect of the Salt Wells Projects in Nevada. Should we be able to bring the Project into production, we would then be solely dependent upon a single mining operation for our revenue and profits and all of our operations would be conducted in a single geographic region in the western United States in California. The geographic concentration of our operations may disproportionately expose us to disruptions in our operations 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. If any of these factors were to impact the region in which we operate more than other borate producing regions, our business, financial condition, results of operations and cash flows could be adversely affected relative to other mining companies that have a more geographically diversified asset portfolio.

In addition, scientists have warned that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts and floods and other climatic events. For example, the State of California has experienced several years of increasingly more extreme drought and forest fires throughout the state. If these warnings are correct, and if any such climate-related weather and environmental effects were to detrimentally impact the areas where we or our customers operate, they could have an adverse effect on our business, financial condition and cash flows.

The operation or development of the Company’s facilities could be affected by local communities and/or other stakeholders.

Relationships with local communities and other stakeholders may impact the development or operations of the Project as well as future projects. We may become impacted by the interests of local communities and other stakeholders, including in some cases, Indigenous peoples. Certain of these communities or other stakeholders may have or may develop interests or objectives which are different from, or even in conflict with, our objectives, including the use of the Company’s project lands and waterways near our facilities. Our relationships with the communities near the Project and other stakeholders are critical to the future success of the Project, as well as at any future development. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Publicity adverse to the Project, or the mining industry generally, could have an adverse effect on our development plans or future operations and may impact relationships with the communities in which we ultimately operate and other associated stakeholders.

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We may in the future, be subject to disputes with local communities, including Indigenous peoples, regarding the use of certain aspects of our assets, facilities and land and may in the future, be required to enter into settlement agreements providing for such use, on terms that include, among others, lump sum payments, royalty payments or restrictions on our business.

In addition, disputes surrounding Indigenous land claims regarding lands on or near our properties could interfere with future operations and/or result in additional operating costs or restrictions, as well as adversely impact the use and enjoyment of our real property rights with respect to our assets.

While we are committed to operating in a socially responsible manner, there can be no assurance that our efforts in this respect will mitigate this potential risk. All the foregoing could have a material adverse effect on our business, financial condition and results of operations, including, but not limited to, as a result of increased costs, reduced revenues, diversion of management attention, reputational harm, disruptions to our operations and other reasons.

Company may invest significant amounts of capital in its Salt Wells Projects and a variety of exploration activities, which involve many uncertainties and risks that could prevent it from realizing profits, or may result in the total or partial loss of the Company’s investment.

The Company has an Earn-in Agreement to acquire a 100% interest in the Salt Wells Projects in the State of Nevada on the incurrence of $3 million of project expenditures. In July 2020, the Company renegotiated the Earn-in Agreement expenditure requirements at the Salt Wells Projects. Under the renegotiated Earn-in Agreement, the Company has made funding commitments of $100,000 in fiscal year 2021, $300,000 in fiscal year 2022, $600,000 in fiscal year 2023, $800,000 in fiscal year 2024, and $1,200,000 in fiscal year 2025.

Our Salt Wells Projects and other exploration activities may be delayed, more costly than anticipated or unsuccessful for many reasons, including declines in lithium, borates and SOP prices, misalignment between any associated joint venture participants, cost overruns, unanticipated financial, operational or political events, mechanical and technical difficulties, increases in operating cost structures, equipment and labor shortages, industrial actions or other circumstances which may result in the delay, suspension or termination of our Salt Wells Projects and other exploration projects, the total or partial loss of our investment in such projects and activities and a material adverse effect on our results of operations, financial condition and prospects.

Dependence upon key management employees and third parties.

The responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior officers and our key personnel. Loss of such personnel may have an adverse effect on our performance. The success of our operations will depend upon numerous factors, many of which are beyond our control, including our ability to attract and retain additional key personnel in sales, marketing, technical support and finance. We currently depend upon a relatively small number of key persons to seek out and form strategic alliances and find and retain additional employees. Certain areas in which we operate are highly competitive regions and competition for qualified personnel is intense. We may be unable to hire suitable field personnel for our technical team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and appointed.

We also depend upon third parties, including consultants, engineers, suppliers and others, for their development, construction and operating expertise and expect to remain so for the foreseeable future. Our ability to continue conducting our activities is in large part dependent upon the efforts of third parties. Highly qualified consultants and engineers are expensive and difficult to attract and retain. We may need to engage additional third parties for new development projects, to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to develop processes to extract boron and to continue to develop the Project. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company. As a result, the use of services of consultants could have a material adverse effect on us and could prevent us from effectively pursuing our business plan.

We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.

Our growth will require new personnel, which we will be required to recruit, hire, train and retain.

Members of our management team possess significant experience and have previously carried out or been exposed to exploration, development and production activities. However, we have limited operating history and our ability to achieve our objectives depends on the ability of our directors, officers and management to implement current plans and respond to any unforeseen circumstances that require changes to those plans. The execution of our business plan will place demands on us and our management. Our ability to recruit and assimilate new personnel will be critical to our performance and we will be required to recruit additional personnel to achieve our business objectives. If we are unable to recruit additional personnel and effectively train, motivate and manage employees, our financial condition and results of operations could be materially and adversely affected.

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Our directors and officers may in future be in a position of conflict of interest.

Some of our directors and officers currently also serve as directors and officers of other companies involved in natural resource exploration, development and production, and any of our directors may in the future serve in such positions. As at the date of this Registration Statement, none of our directors or officers serves as an officer or director of a borate exploration, development or producing company nor possesses a conflict of interests with our business. However, there exists the possibility that they may in the future be in a position of conflict of interest.

We may acquire additional businesses or assets, form joint ventures or make investments in other companies in the future that may be unsuccessful and may harm our operating results and prospects.

As part of our business strategy, we may pursue additional acquisitions of complementary businesses or assets. While we currently expect that any such acquisition would be funded with equity, the type of financing for any such acquisition will depend on circumstances existing at that time, including market conditions and our share price. If we are successful at identifying and making such acquisitions, integration of any acquired businesses or assets nevertheless involves many challenges, including a potential strain on our administrative and operational resources, unanticipated issues, expenses or liabilities, and difficulties in the assimilation of different corporate cultures and business practices. We may also seek to enter into joint ventures, pursue strategic alliances in an effort to leverage our existing operations and industry experience, increase our product offerings, expand our distribution and make investments in other companies. We do not have specific timetables for these potential activities and we cannot guarantee that we will be able to identify and complete suitable acquisitions or investments at reasonable prices, or that we will be successful in realizing any anticipated benefits from any future acquisitions or investments.

The success of any acquisitions, joint ventures, strategic alliances or investments will depend on our ability to identify, negotiate, complete and, in the case of acquisitions, integrate those transactions and, if necessary, obtain satisfactory debt or equity financing to fund those transactions. We may not realize the anticipated benefits of any acquisition, joint venture, strategic alliance or investments. We may not be able to integrate acquisitions successfully into our existing business, maintain the key business relationships of businesses we acquire, or retain key personnel of an acquired business, and we could assume unknown or contingent liabilities or incur unanticipated expenses.

Integration of acquired companies or businesses also may require management resources that otherwise would be available for ongoing development of our existing business. Any acquisitions or investments made by us also could result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. In addition, if we choose to issue equity as consideration for any acquisition, our shareholders may experience dilution.

We are exposed to the risk of public health threats, including the coronavirus and variants, which could cause disruptions to our operations and may have a material adverse effect on our development plans and financial results.

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has had and continues to have a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease.

COVID-19 and the U.S.’s response to the pandemic is still significantly affecting the global economy, particularly in light of the more transmissible novel delta and omicron variants of the virus. There are no comparable events that provide guidance as to the impact the COVID-19 pandemic may continue to have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, our possible financing sources, our business, our operations or those of our consultants, suppliers, customers and other partners but we believe all aspects of our proposed activities and business are being and will be materially and adversely affected.

Our business will remain exposed to the risks associated with disease outbreaks and other public health issues, including COVID-19, their impact on the global economy and the business of our Company, customers, suppliers and other partners, indefinitely. Changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below, have the potential to adversely impact and disrupt our business, consultants, customers, suppliers and other partners. Additional regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19, or other public health issues, including vaccination requirements and the associated availability of vaccines, restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions may further disrupt and adversely impact our business, financial condition and prospects. Such measures may impact our development activities or future mining operations, the third-party contractors on which we rely to further those operations, and the vendors, suppliers and manufacturers with which we do business. Additionally, COVID-19 has contributed to continued supply chain disruptions in 2021, which may adversely affect our operations either directly or by impeding or delaying those of the third parties on which we rely. Current and future restrictions or disruptions of manufacturing and transportation, such as reduced availability of air and ground transport, port closures or congestion, and increased border controls or closures, could materially adversely affect our operations. Supply chain delays and shortages of pieces required for process and electrical equipment may adversely affect us. Increased transportation, supply, labor or other costs which may result from the COVID-19 pandemic could have a material adverse effect on our financial condition and results of operations, particularly if the effects of COVID-19 are prolonged.

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Further, on September 9, 2021, President Biden announced plans for the federal Occupational Safety and Health Administration (“OSHA”) to issue an Emergency Temporary Standard (“ETS”) mandating that all employers with more than 100 employees ensure their workers are either fully vaccinated against COVID-19 or produce, on a weekly basis, a negative COVID-19 test (the “vaccine mandate”). On November 4, 2021, OSHA issued the ETS, which, if upheld, will require covered employers to comply with the vaccine mandate beginning on January 4, 2022 or face substantial penalties for non-compliance. On November 12, 2021, the Fifth Circuit Court of Appeals permanently blocked the OSHA vaccine mandate, citing “serious constitutional concerns” with the rule. The issue is now pending before the Sixth Circuit Court of Appeals and may ultimately be decided by the U.S. Supreme Court. Until the legal issues concerning the vaccine mandate have been resolved, the OSHA has suspended activities related to its implementation and enforcement. Although the future of the OSHA vaccine mandate is uncertain at this time, it is possible that other similar or more protective vaccine mandates may be announced by state or local jurisdictions that could have a material adverse impact on our workforce and operations. Although we cannot predict with certainty the impact that the vaccine mandate and/or any other related measures will have on our workforce and operations, any future requirements may result in attrition and impede our ability to recruit and retain our workforce. These measures may also further disrupt the national supply chain, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We previously received a one-time loan in respect of the COVID-19 pandemic pursuant to the Paycheck Protection Program (“PPP”). This PPP loan was subsequently forgiven, but the loan and our application for the PPP loan could in the future be determined to have been impermissible or could result in damage to our reputation.

On May 6, 2020, we received proceeds of $73,115 from a loan under the PPP, as part of the Coronavirus Aid, Relief, and Economic Security Act ( the “CARES Act”), which we used to retain key employees. The PPP loan was set to mature on May 4, 2022, but was subsequently forgiven upon documentation of expenditures in accordance with the Small Business Administration (“SBA”) requirements and compliance with the CARES Act, and is non-taxable.

To obtain the PPP loan, we were required to certify, among other things, that the then current economic uncertainty made the request necessary to support our ongoing operations. We made this certification in good faith after analyzing, among other things, our financial situation and access to alternative forms of capital, and believe that we satisfied all eligibility criteria, and that our receipt of the PPP loan is consistent with the broad objectives of the PPP. If, despite our good-faith belief that we satisfy all eligibility requirements for the PPP loan, we were later determined to have violated any of the laws or governmental regulations that apply to us in connection with the loan, such as the False Claims Act, or it is otherwise determined that we were ineligible to receive the PPP loan, we could be subject to penalties, including significant civil, criminal and administrative penalties, and may be required to repay the PPP loan in its entirety. In addition, our receipt of the PPP loan may result in adverse publicity and damage to our reputation, and a review or audit by the SBA or another government entity or claims under the False Claims Act could consume significant financial and management resources.

To the extent the COVID-19 pandemic adversely affects our business prospects, financial condition, and results of operation, it may also have the effect of exacerbating many of the other risks described in this “Risk Factors” section.

We could be subject to information technology system failures, network disruptions, and breaches in data security which could negatively affect our business, financial position, results of operations and cash flows.

As dependence on digital technologies is expanding, cyber incidents, including deliberate attacks or unintentional events have been increasing worldwide. Computers and telecommunication systems are used to conduct our exploration and development activities, will be used to conduct our production activities and have become an integral part of our business. We use these systems to analyze and store financial and operating data, as well as to support our internal communications and interactions with business partners. Cyber-attacks could compromise our computer and telecommunications systems and result in additional costs as well as disruptions to our business operations or the loss of our data. A cyber-attack involving our information systems and related infrastructure, or those of our business partners, could disrupt our business and negatively impact our operations in a variety of ways, such as, among others:

• an attack on the computers which control our mining operations could cause a temporary interruption of our production;

• a cyber-attack on our accounting or accounts payable systems could expose us to liability to employees and third parties if their sensitive personal information is obtained;

• possible loss of material information, which in turn could delay productive processes and selling efforts, causing economic losses; or

• a cyber-attack on a service provider could result in supply chain disruptions, which could delay or halt our major development projects.

Risks Relating to the Reorganization

We may be unable to achieve some or all of the benefits that we expect to achieve from the Reorganization, which could materially adversely affect our business, financial condition and results of operations.

We have historically operated as a subsidiary of ABR. We may not be able to achieve the full strategic and financial benefits expected to result from the Reorganization, or such benefits may be delayed or not occur at all. The ABR Board of Director’s formed the view that the U.S. market would more fully appreciate and understand the Project and that the Project is aligned with broader investment themes that are well received in the U.S. market regarding onshoring strategic commodities and decarbonizing the economy. We may not achieve these and other anticipated benefits for a variety of reasons, including, among others, because the Reorganization will require significant amounts of management’s time and effort, which may divert management’s attention from developing the Project and we may experience unanticipated competitive developments, including changes in the conditions of industry and the markets in which we operate, including fluctuations in the prices of borates and other minerals that could negate some or all of the expected benefits from the Reorganization.

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If we do not realize some or all of the benefits expected to result from the Reorganization, or if such benefits are delayed, our business, expected future financial and operating results and our prospects could be adversely affected.

The Reorganization will change your rights as an existing ABR shareholder.

If the Reorganization is completed, you should be aware that your rights as a shareholder of the Company, a Delaware corporation, may change substantially. Such changes may result from differences between Australian and U.S. or Delaware law, as well as differences between ABR’s current governing documents and the governing documents that apply to the Company as a Delaware corporation. In addition, the issuance of shares of our Common Stock to holders of ABR’s ordinary shares pursuant to the Reorganization may have certain tax implications.

Circumstances that under U.S. law may entitle a stockholder in a U.S. company to claim damages may also give rise to a cause of action under Australian law entitling a CDI holder or stockholder to claim damages. However, this will not always be the case.

Holders of our CDIs and Common Stock may have difficulties enforcing, in actions brought in courts in jurisdictions located outside the United States, liabilities under U.S. securities laws. In particular, if such a holder sought to bring proceedings in Australia based on U.S. securities laws, the Australian court might consider whether:

• it did not have jurisdiction;

• it was not an appropriate forum for such proceedings;

• applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our CDIs and Common Stock and us or our directors and officers; or

• the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.

Certain of our directors and executive officers are residents of countries other than the United States. Furthermore, a portion of our and their assets are located outside the United States. As a result, it may not be possible for a holder of our CDIs and Common Stock to:

• effect service of process within the United States upon certain directors and executive officers;

• enforce in U.S. courts, judgments obtained against any of our directors, executive officers, or senior management in U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws; or

• bring an action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.

Holders of CDI or Common Stock may also have difficulties enforcing in courts outside the U.S. judgments obtained in U.S. courts against any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.

We have incurred significant costs associated with the Reorganization and will incur significant ongoing costs as a company whose Common Stock is publicly traded in the United States, and our management is required to devote substantial time to compliance initiatives.

We have incurred significant costs associated with planning for and completing the necessary legal, accounting, regulatory and other associated steps to complete the Reorganization. On completion of the listing of our Common Stock on Nasdaq, as a company whose Common Stock are publicly traded in the United States, we will incur significant legal, accounting, insurance and other expenses. In addition, the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC, have imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and internal controls. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives, and we may need to add additional personnel and build our internal compliance infrastructure. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time consuming and costly. These laws and regulations could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company in the United States, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

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Risks Relating to Our CDIs and Common Stock

The market price and trading volume of our CDIs and Common Stock may be volatile and may be affected by economic conditions beyond our control.

The market price of our CDIs and Common Stock may be highly volatile and subject to wide fluctuations. In addition, the trading volume of our Common Stock may fluctuate and cause significant price variations to occur. If the market price of our CDIs and Common Stock declines significantly, you may be unable to resell your CDIs or Common Stock at a competitive price. We cannot assure you that the market price of our CDIs and Common Stock will not fluctuate or significantly decline in the future.

Some specific factors that could negatively affect the price of our CDIs and Common Stock or result in fluctuations in their price and trading volume include:

• actual or expected fluctuations in our prospects or operating results;

• changes in the demand for, or market prices for, borates and other minerals;

• additions or departures of our key personnel;

• changes or proposed changes in laws, regulations or tax policy;

• sales or perceived potential sales of our Common Stock by us or our directors, senior management or stockholders in the future;

• announcements or expectations concerning additional financing efforts; and

• conditions in the U.S. and global financial markets, or in our industry in particular, or changes in general economic conditions.

An active trading market for our CDIs and Common Stock may not develop and the trading price for our CDIs and Common Stock may fluctuate significantly.

If we complete the listing our Common Stock on Nasdaq, shares of our Common Stock will be able to be traded by the public on Nasdaq. However, a liquid public market for our Common Stock may not develop or be sustained, which means you may experience a decrease in the value of the shares of our Common Stock that you will receive in connection with the Reorganization, regardless of our operating performance. If a liquid public market for our Common Stock does not develop or is not sustained, then the value of our CDIs, which is based upon the value of our Common Stock, is also likely to decrease in value. In the past, following periods of volatility in the market price of a company’s securities, shareholders often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of directors or senior management and, if adversely determined, could have a material adverse effect on our results of operations and financial condition.

We do not anticipate paying dividends in the foreseeable future.

Our former parent company, ABR, did not declared any dividends during fiscal 2019, 2020 or 2021 and we do not anticipate that we will do so in the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Dividends, if any, on our outstanding CDIs and Common Stock will be declared by and subject to the discretion of our Board of Directors on the basis of our earnings, financial requirements and other relevant factors, and subject to Delaware and federal law. We cannot assure you that our CDIs or Common Stock will appreciate in value. You may not realize a return on your investment in our CDIs and Common Stock and you may even lose your entire investment in our CDIs and Common Stock.

If U.S. securities or industry analysts do not publish research reports about our business, or if they issue an adverse opinion about our business, the market price and trading volume of our CDIs and Common Stock could decline.

The trading market for the Company’s CDIs and Common Stock will be influenced by the research and reports that U.S. securities or industry analysts publish about us or our business. Securities and industry analysts may discontinue research on us, to the extent such coverage currently exists, or in other cases, may never publish research on us. If no or too few U.S. securities or industry analysts commence coverage of our Company, the trading price for our CDIs and Common Stock would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our CDIs and Common Stock or publish inaccurate or unfavorable research about our business, the market price of our CDIs and Common Stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our CDIs and Common Stock could decrease, which might cause our price and trading volume to decline. In addition, research and reports that Australian securities or industry analysts may, initiate or may continue to, publish about us, our business or our Common Stock may impact the market price of our CDIs and Common Stock.

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We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies may make our CDIs and Common Stock less attractive to investors and, as a result, adversely affect the price of our CDIs and Common Stock and result in a less active trading market for our CDIs and Common Stock.

We are an “emerging growth company” as defined in the U.S. Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. For example, we have elected to rely on an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) relating to internal control over financial reporting, and we will not provide such an attestation from our auditors.

We may avail ourselves of these disclosure exemptions until we are no longer an “emerging growth company.” We cannot predict whether investors will find our CDIs and Common Stock less attractive because of our reliance on some or all of these exemptions. If investors find our CDIs and Common Stock less attractive, it may adversely affect the price of our CDIs and Common Stock and there may be a less active trading market for our CDIs and Common Stock.

We will cease to be an “emerging growth company” upon the earliest of:

• the last day of the fiscal year during which we have total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;

• the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;

• the date on which we have, during the previous three-year period, issued more than US$1,070,000,000 in non-convertible debt; or

• the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 of the Exchange Act, which would occur if the market value of our Common Stock that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently completed second fiscal quarter.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time we are no longer considered to be an emerging growth company. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We will incur increased costs as a result of operating as a U.S. listed public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a U.S. listed public company, and particularly after we are no longer an “emerging growth company,” we will incur significant additional legal, accounting, and other expenses. The Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. We expect that we will need to hire additional accounting, finance, legal, and other personnel in connection with our becoming, and our efforts to comply with the requirements of being, a public company, and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that the rules and regulations applicable to us as a public company may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors or executive officers.

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We will be subject to Section 404 of the Sarbanes-Oxley Act and the related rules of the SEC, which generally require our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. Beginning with the second annual report that we will be required to file with the SEC, Section 404 requires an annual management assessment of the effectiveness of our internal control over financial reporting. However, for so long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.

If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As a result of being a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning in the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. If we identify one or more material weaknesses in our internal control over financial reporting during the evaluation and testing process, we may be unable to conclude that our internal controls are effective. We have not been, and will not be, audited or subject to an assessment of internal control over financial reporting, as a combined entity following the Reorganization. There can be no assurance that no material weakness or significant deficiency will be identified once such an audit or assessment of internal control over financial reporting is completed.

Additionally, when we cease to be an “emerging growth company” under the federal securities laws, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Common Stock to decline.

Our Certificate of Incorporation and Bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

Our Certificate of Incorporation and Bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our Board of Directors or take other corporate actions, including effecting changes in our management. These provisions include:

• the ability of our Board of Directors to issue shares of Preferred Stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

• allowing only our Board of Directors to fill director vacancies, which prevents stockholders from being able to fill vacancies on our Board of Directors;

• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• a requirement that special meetings of our stockholders may be called only by (i) our Board of Directors or (ii) our secretary, following receipt of one or more written demands to call a special meeting from stockholders of record who own, in the aggregate, at least 25% of the voting power of our outstanding shares then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting set forth in our Bylaws, which may inhibit the ability of an acquirer to require the convening of a special meeting of our stockholders;

• a requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the certain provisions of our Certificate of Incorporation or our Bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

• the ability of our Board of Directors to amend our Bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt;

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• advance notice procedures with which stockholders must comply to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and

• a prohibition of cumulative voting in the election of our Board of Directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

We are also subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which prevents us from engaging in a business combination, such as a merger, with an interested stockholder (i.e., a person or group that acquires at least 15% of our voting stock) for a period of three years from the date such person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

Future equity financings could adversely affect the voting power or value of our CDIs and Common Stock.

The Company may from time to time raise funds through the issuance of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. The Company cannot predict the size or price of future issuances of Common Shares or the size or terms of future issuances of debt instruments or other securities convertible into Common Shares, or the effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares, or securities convertible into Common Shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.

Our Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of Preferred Stock having such designations, preferences, limitations and relative rights, including preferences over our CDIs and Common Stock respecting dividends and distributions, as our Board of Directors may determine. The terms of one or more classes or series of Preferred Stock could adversely impact the voting power or value of our CDIs and Common Stock. For example, we might grant holders of Preferred Stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of Preferred Stock could affect the residual value of our Common Stock.

The stock exchange on which the Company proposes to be listed may delist the Company’s securities from its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

The Company proposes to list its Common Stock on the Nasdaq. Such listing will be subject to the Company fulfilling all the listing requirements of the Nasdaq. If we fail to list our Common Stock on the Nasdaq, the liquidity for our Common Stock will be significantly impaired, which may substantially decrease the trading price of our Common Stock.

In addition, in the future, the Company’s securities may fail to meet the continued listing requirements to be listed on the Nasdaq. If the Nasdaq delists our Common Stock from trading on its exchange, the Company could face significant material adverse consequences, including:

• a limited availability of market quotations for our Common Stock;

• a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules, which could result in a reduced level of trading activity in the secondary trading market for our Common Stock;

• more limited news and analyst coverage for the Company; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Sales by existing shareholders can reduce share prices.

Sales of a substantial number of our Common Stock in the public market could occur at any time. Such sales, or any market perception that substantial holders of our Common Stock intend to sell our Common Stock, could reduce the market price of our Common Stock. If this occurs and continues, it could impair the Company’s ability to raise additional capital through the sale of securities.

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The Company is a holding company and, as such, it depends on its subsidiaries for cash to fund its operations and expenses.

The Company is a holding company and essentially all of its assets are the capital stock of its subsidiaries. As a result, investors in the Company are subject to the risks attributable to its subsidiaries. As a holding company, the Company conducts all of its business through its subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will principally depend on the ability of our subsidiaries to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly-owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing any debt obligations. In the event of a bankruptcy, liquidation or reorganization of any of the Company’s material subsidiaries, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of those subsidiaries before the Company.

Our Bylaws will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Certificate of Incorporation or Bylaws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein. Our Bylaws further provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. We note that there is uncertainty as to whether a court would enforce the choice of forum provision with respect to claims under the Securities Act, and that investors cannot waive compliance with the Securities Act and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Bylaws described in the preceding sentence. This forum selection provision is not intended to apply to any actions brought under the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or operating results.

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ITEM 2. FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 and liquidity, and cash flows of our Company for the years ended June 30, 2021 and 2020 and for the six-months ended December 31, 2021 and 2020. The discussion is based on the historical financial statements of ABR. The Company was incorporated under the laws of the state of Delaware to become the holding company of our business pursuant to the Reorganization. Prior to completion of the Reorganization, the Company will have had no business or operations and following completion of the Reorganization, the business and operations of the Company will consist solely of the business and operations of the subsidiaries of ABR. Accordingly, financial information for the Company and a discussion and analysis of its results of operations and financial condition for the period of its operation prior to the Reorganization would not be meaningful and are not presented. Following the Reorganization, the historical financial statements of ABR will be our financial statements as a continuation of the predecessor, and our future financial statements will consolidate ABR as an operating subsidiary. This MD&A should be read in conjunction with our consolidated financial statements, the accompanying notes to consolidated financial statements and other financial information included in this Registration Statement. Except for historical information, the matters discussed in this MD&A contain various forward-looking statements that involve risks and uncertainties and are based upon judgments concerning various factors beyond our control. Our actual results could differ materially from those anticipated in these 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.

Overview

The Company was incorporated in the State of Delaware on September 23, 2021. Our offices are located at 19500 State Highway 249, Suite 125, Houston, Texas. The Company’s website is http:/www.5eadvancedmaterials.com. The Company’s telephone number is +1 (442) 292 2120. The Company does not incorporate the information on or accessible through its website into this Registration Statement, and you should not consider any information on, or that can be accessed through, the Company’s website a part of this Registration Statement.

The Company is an exploration stage minerals extraction company with a significant identified borate resource located in the State of California. The following discussion summarizes our results of operations for the fiscal year ended June 30, 2021, and compares those results to the fiscal year ended June 30, 2020, and in addition summarizes the results of our operations for the three and six months ended December 31, 2021, and compares those results to the three and six months ended December 31, 2020.

Basis of Presentation and Principles of Consolidation

The audited consolidated financial statements for the fiscal years ended June 30, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of ABR and its wholly-owned subsidiaries, Fort Cady Holdings Pty Ltd. and Fort Cady (California) Corporation. Intercompany transactions and balances, income and expenses and profit and losses resulting from intra-company transactions have been eliminated in full.

The consolidated financial statements are prepared on the going concern basis of accounting, which assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. As of June 30, 2021, the Company had recurring net losses from operations and an accumulated deficit of $40.7 million, cash and cash equivalents of $40.8 million and $39.3 million of net working capital. Management believes the Company will be able to pay its obligations that are due over the next twelve months from the issuance date of the financial statements.

The interim unaudited condensed consolidated financial statements for the three and six months ended December 31, 2021 and 2020 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. 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 have been included. As of December 31, 2021, the Company had recurring net losses from operations and an accumulated deficit of $61.2 million, cash and cash equivalents of $53.7 million and $49.3 million of net working capital. Operating results for the six-month period ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022.

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Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ materially from those estimates. The Company’s significant estimates and assumptions may include and the estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, reclamation liabilities and share-based compensation.

Foreign Currency Translation

Functional and reporting currency

Items included in the consolidated financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its wholly owned subsidiary, Fort Cady Holdings Pty Ltd is the Australian dollar. The functional currency of Fort Cady (California) Corporation is the U.S. dollar. The reporting currency for these consolidated financial statements is U.S. dollars.

Transactions in foreign currency

Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency translation gains and losses are included in profit or loss.

Translation to reporting currency

The results and financial position of entities that have a functional currency different from the reporting currency are translated into the reporting currency as follows:

• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting date.

• Income and expenses for each statement of operations are translated at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions.

• All resulting exchange differences are recognized in other comprehensive income or loss.

Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

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Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these instruments approximate their carrying value unless otherwise noted.

Cash and Cash Equivalents

Cash comprises cash at bank and in hand. Cash equivalents consist of liquid investments with an original maturity when acquired of three months or less.

Mineral Rights and Properties and Exploration and Evaluation Costs

Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration. Advance minimum royalty payments paid as part of a mineral lease are capitalized.

Since we do not have proven and probable reserves as defined by Regulation S-K 1300, exploration and evaluation expenditures are expensed as incurred. We expense mineral lease costs and repair and maintenance costs as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves under the SEC’s Regulation S-K 1300, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off.

Drilling, development and related costs are either classified as exploration and evaluation and charged to operations as incurred, or capitalized, based on the following criteria:

• whether the drilling or development costs relate to a project that has been determined to be economically feasible, and a decision has been made to put the project into production; and

• whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) the Company can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to the Company’s right to or control of the benefit has already occurred.

Impairment of Long-Lived Assets

The carrying amount of long-lived assets is reviewed for impairment when events and circumstances indicate that such assets might be impaired. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.

Properties, Plant and Equipment

Properties, plant and equipment are recorded at historical cost. Depreciation and amortization are provided in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. Expenditures for improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Building	7 – 15 years
Vehicles	5 years
Equipment	5-10 years

Assets under construction include roads, fencing, tailings facility, and land improvements and will be depreciated in accordance with the Company’s depreciation policy once placed in service.

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Reclamation Obligations

The Company’s mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Reclamation obligations are recognized when incurred and recorded as liabilities at estimated costs of future expenditures. Reclamation obligations are based on when spending for an existing disturbance will occur. The disturbance from construction, exploration, and development activities is reclaimed on an ongoing basis. Reclamation associated with environmental monitoring programs will be classified as a long-term liability. However, because the Company has not declared proven and probable reserves as defined by the SEC’s Regulation S-K Subpart 1300, the timing of these reclamation activities is uncertain as the reclamation areas will only be utilized once the mineral property is operating. For activities that do not qualify for asset capitalization, the costs associated with the obligation are charged to operations. For other activities, the costs will be added to the capitalized costs of the property and amortized over the useful life of the mineral property. The reclamation obligation in connection with mineral properties and interests are reviewed on an annual basis unless otherwise deemed necessary.

Reclamation obligations are secured by certificates of deposit held for the benefit of the state of California in amounts determined by applicable federal and state regulatory agencies. Reclamation bond deposits were $1,085,624 as of December 31, 2021 and $1,084,408 as of June 30, 2021, respectively.

Leases

Effective July 1, 2019, the Company adopted ASC 842, Leases. The impact of this adoption was immaterial. Under ASC 842, we determine if a contractual arrangement is, or contains, a lease at the inception date. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the consolidated balance sheets. The Company currently has no finance leases.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets could also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred.

Share-Based Compensation

The fair value of share-based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of awards granted.

In the case of a share-based compensation award that is either cancelled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. A forfeiture rate is not estimated when determining the fair value of the options on the grant date.

Income (Loss) per Common Share

Basic net loss per common share is computed by dividing net loss, by the weighted average number of common shares outstanding. Dilutive loss per share includes any additional dilution from common stock equivalents. Diluted loss per share is not presented for the years ended June 30, 2021 and 2020, as the effect on the basic loss per share would be anti-dilutive. As of June 30, 2021 and 2020, respectively, stock options were excluded from the computation of diluted loss per share as our reported net losses for those periods would cause their exercise to have no effect on the calculation of loss per share.

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Income Taxes

Income Taxes Income taxes are provided based upon the liability method of accounting pursuant to Accounting Standards Codification (“ASC”) 740-10-25, “Income Taxes – Recognition.” Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.

In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage the underlying businesses. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.

The Company evaluates uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

Impact of the COVID-19 Pandemic

Since March 2020, several measures have been implemented in the United States, Australia, and the rest of the world in response to the increased impact from COVID-19. The full extent to which the COVID-19 pandemic and our precautionary measures may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time, including, but not limited to, the duration and geographic spread of the pandemic, its severity, the actions to contain the virus or treat its impact, future spikes of COVID-19 infections resulting in additional preventative measures to contain or mitigate the spread of the virus, the effectiveness, distribution and acceptance of COVID-19 vaccines, including the vaccines’ efficacy against emerging COVID-19 variants, measures imposed by federal and state governments, including social distancing requirements, quarantine, vaccine mandates, travel restrictions and any further economic stimulus that may be provided, and how quickly and to what extent normal economic and operating conditions can resume. We believe this could have an adverse impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during the current fiscal year.

While the Company experienced no true shut down of development activities as a result of the pandemic nor were any employees required to work remotely, the effects of COVID-19 on supply chains have directly impacted the Company’s equipment procurement activities and continue to do so. Material extended lead times for numerous items have caused delays on anticipated start-up timeframes and the related price increases due to scarcity of supply have also affected Company.

To the extent the COVID-19 pandemic adversely affects our business prospects, financial condition, and results of operation, it may also have the effect of exacerbating many of the other risks described in the “Risk Factors” section. See “Risk Factors” for a further discussion of the potential adverse impact of COVID-19 on our business, results of operations, and financial condition.

During the year ended June 30, 2020, the Company received a one-off loan from the U.S. Department of Treasury in respect of the COVID-19 pandemic. This loan was subsequently forgiven and non-taxable. This loan is captured under Other income in the amount of $73,115 for the year ended June 30, 2020 and there was no Other income for the year.

Recent Accounting Pronouncements

In December 2019, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on July 1, 2021, and does not expect ASU 2019-12 to have a material effect on the Company’s consolidated financial statements other than modification of income tax disclosure.

In August 2020, FASB issued ASU No. 2020-06–Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including condensed periods within those fiscal years and with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

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In May 2021, FASB issued ASU No. 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The updated is to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The update is effective for fiscal years beginning after December 15, 2021, including condensed periods within those fiscal years and with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2021 AND 2020

Results of Operations for the Fiscal Year Ended June 30, 2021, compared to the Fiscal Year Ended June 30, 2020

Results of Operations	For the fiscal year ended June 30,						% Change
	2021			2020
Costs and expenses
Exploration and evaluation		2,287,732			1,819,230			25.8
General and administrative		11,636,733			4,169,357			179.1
Environmental and reclamation		3,678,008			—			*
Depreciation expense		31,050			6,470			*
Total cost and expenses		17,633,523			5,995,057			194.1
Loss from operations		(17,633,523	)		(5,995,057	)		194.1
Non-operating income (expense)
Hydrology income		45,328			54,548			(16.9	)
Other income		—			73,115			(100	)
Interest income		8,745			9,107			(4.0	)
Interest expense		(5,204	)		(236,838	)		(97.8	)
Net foreign exchange loss		(1,668,514	)		(97,963	)		*
Total non-operating income (expense)		(1,619,645	)		(198,031	)		*
Net loss		(19,253,168	)		(6,193,088	)		210.9
Other comprehensive loss (income)
Reporting currency translation		(1,916,120	)		(1,588	)		*
Net loss and other comprehensive loss		(17,337,048	)		(6,191,500	)		180.0

* Represents a percent change of greater than +/- 300%.

Continuing Operations

The Company had a total non-operating expense of $1,619,645 for the fiscal year ended June 30, 2021, compared to total non-operating expense of $198,031 in the fiscal year ended June 30, 2020. The significant increase in non-operating expenses was primarily due to a significant increase in net foreign exchange loss, from a loss of $97,963 in the fiscal year ended June 30, 2020 to a loss of $1,668,514 in the fiscal year ended June 30, 2021. The decrease in other non-operating expenses was due to lower interest rates in the 2021 fiscal year, less debt outstanding due to conversion of debt, lower sales of water from the water wells on the Project site and fluctuations in currency and a decline in the Australian dollar.

Interest income for the fiscal year ended June 30, 2021, fell from $9,107 for the fiscal year ended June 30, 2020 to $8,745 for the fiscal year ended June 30, 2021, due to lower interest rates in the 2021 fiscal year.

The Company periodically generates income from hydrology, which is the sale of water from the water wells on the Project site. There was a 16.9% decline in hydrology income from $54,548 in the fiscal year ended June 30, 2020 to $45,328 in the fiscal year ended June 30, 2021, due to lower sales of water from the water wells on the Project site.

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The Company generated Other income of $73,115 during the year ended June 30, 2020, due to a one time loan from the U.S. Department of Treasury in respect of the COVID-19 pandemic. This loan was subsequently forgiven and non-taxable. There was $0 of Other income for the year ended June 30, 2021.

The Company generated a loss on foreign exchange of $1,668,514 for the fiscal year ended June 30, 2021, compared to a loss of $97,963 for the fiscal year ended June 30, 2020. The $1,570,551 (1,603%) increase in the loss was due to fluctuations in currency and a declining Australian dollar.

Expenses

Exploration and Evaluation Expenses

Exploration and evaluation expenses include drilling, site-prep, engineering, consumables, and other expenses associated with the exploration of the Project. The Company incurred exploration and evaluation expenses of $2,287,732 for the fiscal year ended June 30, 2021, compared to $1,819,230 for the fiscal year ended June 30, 2020. The $468,502 (25.8%) increase was due to increased exploration activities relating to the Project.

General and Administrative Expenses

General and administrative expenses include professional fees, costs associated with marketing, press releases, public relations, rent, salaries, sponsorships, share-based compensation and other expenses. The Company incurred general and administrative expenses of $11,636,733 for the fiscal year ended June 30, 2021 versus $4,169,357 for the fiscal year ended June 30, 2020. The $7,467,376 (179.1%) increase was predominantly due to increased share-based compensation, increasing from $2,655,797 in the fiscal year ended June 30, 2020, to $6,375,780 in the fiscal year ended June 30, 2021, with headcount increasing from 7 people in fiscal 2020 to 11 people in fiscal 2021, and associated increases in hiring support.

Environmental and Reclamation

Environmental and reclamation expenses include environmental drilling, testing, hydrology, permits, surveys, and other expenses associated with the environmental scope of the Project. The Company incurred $3,678,008 in environmental and reclamation expenses for the fiscal year ended June 30, 2021, compared to $0 for the fiscal year ended June 30, 2020. The $3,678,008 increase in environmental and reclamation expenses was due to approval of the Project’s permit and increased environmental activities to further support the Project.

Depreciation

The Company had $31,050 in depreciation expense for the fiscal year ended June 30, 2021, compared to depreciation expense of $6,470 for the fiscal year ended June 30, 2020. The $24,580 (379.9%) increase was due to assets placed in service.

Income Tax

The Company did not have any income tax expense or benefit for the fiscal year ended June 30, 2021, nor for the fiscal year ended June 30, 2020, as the Company did not generate any net income for either period. As of June 30, 2021 and 2020, there was a full valuation allowance of $7,940,661 and $5,057,510, respectively, which primarily relate to net operating losses. During the years ended June 30, 2021 and 2020, the Company did not record an income tax benefit for net operating losses incurred in each year, due to the uncertainty of realizing a benefit from those items.

Net Losses

The Company incurred a net loss of $19,253,168 for the fiscal year ended June 30, 2021 versus $6,193,088 for the fiscal year ended June 30, 2020. The $13,060,080 (210.9%) increase in net losses was primarily due to increased exploration and evaluation, increased general and administrative expenses and environmental and reclamation expenses to support the Project.

Liquidity and Capital Resources

Liquidity and Capital Resources for the Fiscal Year Ended June 30, 2021, compared to the Fiscal Year Ended June 30, 2020

	Fiscal Year Ended June 30
	2021			2020
Summary of Cash Flows:
Net cash used by operating activities	$	(10,887,990	)	$	(2,380,752	)
Net cash used by investing activities	$	(12,958,314	)	$	(1,591,555	)
Net cash provided by financing activities	$	37,770,014		$	28,602,572
Net increase (decrease) in cash and cash equivalents	$	13,923,710		$	24,630,265
Beginning cash and cash equivalents	$	26,639,953		$	2,029,955
Ending cash and cash equivalents	$	40,811,269		$	26,639,953

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Operating Activities

Net cash used in operating activities for each of the above periods was primarily the result of net losses incurred in preparing us for operations. Net cash used in operating activities was $10,887,990 and $2,380,752 for fiscal 2021 and 2020, respectively. Net cash used in operating activities in fiscal 2021 included our net loss of $19,253,168 and $2,629 in interest earned on reclamation bond was offset by a $6,375,780 expense for share-based compensation, a $32,076 expense for common stock issued for consulting fees, an unrealized loss on exchange rate of $1,668,514, an increase in accounts payable and accrued liabilities of $230,694, $31,050 in depreciation expense, an increase of $16,762 of prepaid expenses and other current assets and an increase in accrued payroll of $12,931.

For fiscal year 2020, our net loss of $6,193,088 and $6,021 in interest earned on reclamation bond was offset by $2,655,797 share-based compensation expense, an increase in accounts payable and accrued liabilities of $950,459, an increase in accrued payroll of $109,356, an increase of $73,161 of prepaid expenses and other current assets, $23,114 unrealized loss on exchange rate and $6,470 depreciation expense.

Investing Activities

Net cash used in investing activities for the fiscal year ended June 30, 2021 of $12,958,314 resulted from $12,029,506 invested in additions to construction in progress for the SSBF, $776,650 required for reclamation bonds, $112,914 for additions to mineral rights and properties and $39,244 additions to properties, plant and equipment.

Net cash used in investing activities for the fiscal year ended June 30, 2020 of $1,591,555 resulted from $1,409,379 for additions to construction in progress for the SSBF, $105,806 for additions to mineral rights and properties and $76,370 for additions to properties, plant and equipment.

Financing Activities

Net cash provided by financing activities was $37,770,014 for the fiscal year ended June 30, 2021, which consisted of $30,109,764 of proceeds from the issuance of Common Stock and $9,235,962 of proceeds from the exercise of stock options, less $1,573,496 from share offering costs and $2,216 for payments on a note payable.

Net cash provided by financing activities was $28,602,572 for the fiscal year ended June 30, 2020, which consisted of $28,422,356 of proceeds from the issuance of Common Stock, $2,453,988 from the exercise of stock options and $2,000,000 from borrowings under convertible debt, less $1,402,172 in payments on convertible debt, $2,609,477 in share offering costs, $260,871 in borrowing costs and $1,252 payments on a note payable.

Future Capital Requirements

The Company expects to pursue additional financing activities to facilitate development activities at the Project and to fund working capital and our corporate operations. If the Company completes a bankable feasibility study for the Project and decides to develop the Project, this will require substantial additional funds, which would require future debt or equity financings.

If the Company needs to raise additional capital to fund its operations, funding may not be available on acceptable terms, or at all. If we are unable to obtain adequate financing, we may have to delay or stop development activities at the Project. The Company may seek to raise any necessary capital through a combination of public or private equity offerings, debt financings, partnerships, or off-take agreements. If the Company raises additional capital through debt financing, it may be subject to covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

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If the Company decides to raise capital by issuing equity securities, the issuance of additional Common Stock or CDIs would result in dilution to its existing shareholders. The Company cannot give any assurance that it will be successful in completing any financings or that any such equity or debt financing will be available to it if and when required or on satisfactory terms.

If the Company decides to raise capital through strategic partnership or other arrangements with third parties, we may have to relinquish certain rights.

Contractual Commitments and Contingencies

Purchase Obligations

The Company had purchase order commitments of $2,749,205 and $4,997,155, in the fiscal years ending June 30, 2020 and 2021, respectively, each associated with construction works in progress.

Mineral Lease Payments

The Company has a mineral lease agreement for the purposes of obtaining exclusive rights to exploration at the Project. The mineral lease agreement requires the Company to make an annual minimum royalty payment of $75,000, escalated annually based on inflation, until the expiration date of the lease, October 1, 2021. Payments made during the fiscal years ended June 30, 2021 and 2020 were $107,502 and $105,806, respectively.

On September 16, 2021, the Company extended its mineral lease agreement with Elementis until July 1, 2022. The Company paid an advanced royalty payment of $86,608 as part of the lease extension.

Off-Balance Sheet Arrangements

During the fiscal years ended June 30, 2021 and 2020, the Company did not engage in any other off-balance sheet commitments, contingencies or arrangements as set forth in Item 303(b) of Regulation S-K.

COMPARISON OF THE INTERIM PERIODS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020

Results of Operations for the Three Months Ended December 31, 2021, compared to the Three Months Ended December 31, 2020

Results of Operations	For the three months ended December 31,						% Change
	2021			2020
Costs and expenses
Exploration and evaluation		1,009,421			430,457			134.5
General and administrative		7,792,583			1,697,183			*
Environmental and reclamation		2,015,293			560,295			259.7
Depreciation and amortization expense		19,880			6,081			226.9
Total cost and expenses		10,837,177			2,694,016			*
Loss from operations		(10,837,177	)		(2,694,016	)		*
Non-operating income (expense)
Other income		—			1,068			(100.0	)
Interest income		1,222			251			*
Interest expense		(2,716	)		(940	)		188.9
Net foreign exchange gain (loss)		(199,878	)		(1,136,046	)		82.4
Total non-operating income (expense)		(201,372	)		(1,135,667	)		82.3
Net loss		(11,038,549	)		(3,829,683	)		188.2
Other comprehensive loss (income)
Reporting currency translation		(776,101	)		(1,368,424	)		43.3
Net loss and other comprehensive loss		(10,262,448	)		(2,461,259	)		*

* Represents a percent change of greater than +/- 300%.

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Continuing Operations

The Company had a total non-operating expense of $201,372 for the three months ended December 31, 2021, compared to total non-operating expense of $1,135,667 in the three months ended December 31, 2020. The significant decrease in non-operating expense was primarily due to a significant decrease in net foreign exchange loss as the company held cash primarily denominated in U.S. dollars, from an expense of $1,136,046 in the three months ended December 31, 2020 to an expense of $199,878 in the three months ended December 31, 2021.

Interest income for the three months ended December 31, 2021, rose from $251 for the three months ended December 31, 2020 to $1,222 for the three months ended December 31, 2021, due to increased assets in reclamation bonds earning interest in the quarter ended December 31, 2021.

The Company generated a loss on foreign exchange of $199,878 in the three months ended December 31, 2021, compared to a loss of $1,136,046 for the three months ended December 31, 2020. The $936,168 (82.4%) decrease was due to cash held in U.S. dollars versus Australian dollars and reducing currency exposure relative to the prior period.

Expenses

Exploration and Evaluation Expenses

Exploration and evaluation expenses include drilling, site-prep, engineering, consumables, and other expenses associated with the exploration of the Project. The Company incurred exploration and evaluation expenses of $1,009,421 for the three months ended December 31, 2021, compared to $430,457 for the three months ended December 31, 2020. The $578,964 (134.5%) increase was due to increased exploration activities relating to the Project.

General and Administrative Expenses

General and administrative expenses include professional fees, costs associated with marketing, press releases, public relations, rent, salaries, sponsorships, share-based compensation and other expenses. The Company incurred general and administrative expenses of $7,792,583 for the three months ended December 31, 2021 versus $1,697,183 for the three months ended December 31, 2020. The $6,095,400 (359.1%) increase was due to amounts payable in connection with our engagement with our U.S.-based advisory board and increasing headcount of employees to 20 people.

Environmental and Reclamation

Environmental and reclamation expenses include environmental drilling, testing, hydrology, permits, surveys, and other expenses associated with the environmental scope of the Project. The Company incurred $2,015,293 in environmental and reclamation expenses for the three months ended December 31, 2021, compared to $560,295 for the three months ended December 31, 2020. The $1,454,998 (259.7%) increase in environmental and reclamation expenses was due to the timing of the approval of the Project’s permit and increased environmental activities, specifically drilling of water monitoring wells, to further support the Project.

Depreciation and Amortization

The Company had $19,880 in depreciation and amortization expense for the three months ended December 31, 2021, compared to depreciation expense of $6,081 for the three months ended December 31, 2020. The $13,799 (226.9%) increase was due to assets placed in service.

Income Tax

The Company did not have any income tax expense or benefit for the three months ended December 31, 2021, nor for the three months ended December 31, 2020, as the Company did not generate any net income for either period.

Net Losses

The Company incurred a net loss of $11,038,549 for the three months ended December 31, 2021, compared to a net loss of $3,829,683 for the three months ended December 31, 2020. The $7,208,866 (188.2%) increase in net losses was primarily due to increased exploration and evaluation, increased general and administrative expenses and increased environmental and reclamation expenses to support the Project, offset by lower non-operating expenses in the quarter ended December 31, 2021 compared to the prior corresponding period.

Results of Operations for the Six Months Ended December 31, 2021, compared to the Six Months Ended December 31, 2020

Results of Operations	For the six months ended December 31,						% Change
	2021			2020
Costs and expenses
Exploration and evaluation		1,808,189			761,705			137.4
General and administrative		13,633,299			6,293,031			116.6
Environmental and reclamation		6,002,066			616,995			*
Depreciation and amortization expense		40,186			9,263			*
Total cost and expenses		21,483,740			7,680,994			179.7
Loss from operations		(21,483,740	)		(7,680,994	)		179.7
Non-operating income (expense)
Hydrology income		9,100			—			*
Other income		1,266			2,071			(38.9	)
Interest income		1,804			1,114			61.9
Interest expense		(4,683	)		(1,649	)		184.0
Net foreign exchange gain (loss)		968,649			(2,012,989	)		148.1
Total non-operating income (expense)		976,136			(2,011,453	)		148.5
Net loss		(20,507,604	)		(9,692,447	)		111.6
Other comprehensive loss (income)
Reporting currency translation		829,888			(2,381,426	)		134.8
Net loss and other comprehensive loss		(21,337,492	)		(7,311,021	)		191.9

* Represents a percent change of greater than +/- 300%.

Continuing Operations

The Company had a total non-operating income of $976,136 for the six months ended December 31, 2021, compared to total non-operating expense of $2,011,453 in the six months ended December 31, 2020. The significant increase in non-operating income was primarily due to a significant increase in net foreign exchange gain, from an expense of $2,012,989 in the six months ended December 31, 2020 to income of $968,649 in the six months ended December 31, 2021. The increase in other non-operating income was due to sales of water from the water wells on the Project site and fluctuations in currency.

Interest income for the six months ended December 31, 2021, rose from $1,114 for the six months ended December 31, 2020 to $1,804 for the six months ended December 31, 2021, due to increased assets in reclamation bonds earning interest in the six months ended December 31, 2021.

The Company generated a gain on foreign exchange of $968,649 in the six months ended December 31, 2021, compared to a loss of $2,012,989 for the six months ended December 31, 2020. The $2,981,638 (148.1%) increase was due to fluctuations in currency and a declining Australian dollar in the prior period.

Expenses

Exploration and Evaluation Expenses

Exploration and evaluation expenses include drilling, site-prep, engineering, consumables, and other expenses associated with the exploration of the Project. The Company incurred exploration and evaluation expenses of $1,808,189 for the six months ended December 31, 2021, compared to $761,705 for the six months ended December 31, 2020. The $1,046,484 (137.4%) increase was due to increased exploration activities relating to the Project.

General and Administrative Expenses

General and administrative expenses include professional fees, costs associated with marketing, press releases, public relations, rent, salaries, sponsorships, share-based compensation and other expenses. The Company incurred general and administrative expenses of $13,633,299 for the six months ended December 31, 2021 versus $6,293,031 for the six months ended December 31, 2020. The $7,340,268 (116.6%) increase was due to amounts payable in connection with our engagement with our U.S.-based advisory board and increasing headcount of employees to 20 people.

Environmental and Reclamation

Environmental and reclamation expenses include environmental drilling, testing, hydrology, permits, surveys, and other expenses associated with the environmental scope of the Project. The Company incurred $6,002,066 in environmental and reclamation expenses for the six months ended December 31, 2021, compared to $616,995 for the six months ended December 31, 2020. The $5,385,071 increase in environmental and reclamation expenses was due to the timing of the approval of the Project’s permit and increased environmental activities, specifically drilling of water monitoring wells, to further support the Project.

Depreciation and Amortization

The Company had $40,186 in depreciation and amortization expense for the six months ended December 31, 2021, compared to depreciation expense of $9,263 for the six months ended December 31, 2020. The $30,923 (333.8%) increase was due to assets placed in service.

Income Tax

The Company did not have any income tax expense or benefit for the six months ended December 31, 2021, nor for the six months ended December 31, 2020, as the Company did not generate any net income for either period.

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Net Losses

The Company incurred a net loss of $20,507,604 for the six months ended December 31, 2021, compared to a net loss of $9,692,447 for the six months ended December 31, 2020. The $10,815,147 (111.6%) increase in net losses was primarily due to increased exploration and evaluation, increased general and administrative expenses and increased environmental and reclamation expenses to support the Project, offset primarily by higher net foreign exchange gains in the six months ended December 31, 2021 compared to the prior corresponding period.

Liquidity and Capital Resources

Liquidity and Capital Resources for the Six Months Ended December 31, 2021, compared to the Six Months Ended December 31, 2020

	Six Months Ended December 31,
	2021			2020
Summary of Cash Flows:
Net cash used by operating activities	$	(12,817,589	)	$	(3,787,886	)
Net cash used by investing activities	$	(2,807,348	)	$	(7,672,251	)
Net cash provided by financing activities	$	28,418,171		$	2,810,709
Net increase (decrease) in cash and cash equivalents	$	12,793,234		$	(8,649,428	)
Beginning cash and cash equivalents	$	40,811,269		$	26,639,953
Ending cash and cash equivalents	$	53,743,264		$	18,358,962

Operating Activities

Net cash used in operating activities for each of the above periods was primarily the result of net losses incurred in preparing us for operations. Net cash used in operating activities was $12,817,589 and $3,787,886 for the six months ended December 31, 2021 and 2020, respectively, which largely reflects the ramp-up in development activities at the Project site. Net cash used in operating activities in the six months ended December 31, 2021 included our net loss of $20,507,604, a net foreign exchange gain of $968,649, interest earned on reclamation bond of $1,216 and $294,896 of prepaid expenses and other current assets offset by a $3,087,464 expense for share-based compensation, a $3,408,030 expense for common stock issued for consulting fees, an increase in accounts payable and accrued liabilities of $2,017,088, $398,714 in accrued payroll, $40,186 in depreciation expense and $3,294 accretion of reclamation liability.

For the six months ended December 31, 2020, we incurred net losses of $9,692,447, $471,925 in accounts payable and accrued liabilities, $33,731 in accrued payroll, $636 of interest earned on reclamation bond, and $28,064 in prepaid expenses and other current assets, which were offset by $4,384,589 in share-based compensation expense, a $32,076 expense for common stock issued for consulting fees, a net foreign exchange loss of $2,012,989 and $9,263 in depreciation and amortization expense.

Investing Activities

Net cash used in investing activities for the six months ended December 31, 2021 of $2,807,348 resulted from $1,662,709 invested in additions to construction in progress, $1,058,031 invested in additions to properties, plant and equipment, and $86,608 for additions to mineral rights and properties.

Net cash used in investing activities for the six months ended December 31, 2020 of $7,672,251 resulted from $6,743,443 invested in additions to construction in progress, reflecting the purchase of equipment that was not currently in use and prepayments for design, engineering and construction services in respect of the Project, $112,914 for additions to mineral rights and properties, $776,650 in additions to reclamation bonds and $39,244 invested in additions to properties, plant and equipment.

Financing Activities

Net cash provided by financing activities for the six months ended December 31, 2021 was $28,418,171, which consisted of $26,309,067 in proceeds from the issuance of capital stock and $2,907,625 from the exercise of stock options, less $797,474 in share offering costs and $1,047 for payments on a note payable.

Net cash provided by financing activities for the six months ended December 31, 2020 was $2,810,709, which consisted of $2,852,663 from the exercise of stock options, less $40,769 in share offering costs and $1,185 payments on a note payable.

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Contractual Commitments and Contingencies

Purchase Obligations

The Company had purchase order commitments of $6,898,000 in respect of construction works in progress as of December 31, 2021.

Mineral Lease Payments

The Company has a mineral lease agreement with Elementis for the purposes of obtaining exclusive rights to exploration at the Project. The mineral lease agreement requires the Company to make an annual minimum royalty payment of $75,000, escalated annually based on inflation, until the expiration date of the lease, October 1, 2021. On September 16, 2021, the Company extended its mineral lease agreement with Elementis until July 1, 2022. Payment of $86,608 was made during the six months ended December 31, 2021, in respect of an advanced royalty payment under the mineral lease agreement.

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ITEM 3. PROPERTIES

Under Regulation S-K 1300, companies engaged in significant mining operations are classified into three categories—exploration stage, development stage and production stage. Exploration stage issuers include all issuers engaged in the preparation of mineral asset projects containing no material property with mineral reserves disclosed for extraction. Once an issuer discloses a mineral reserve for extraction on at least one property, pursuant to Regulation S-K 1300, they will be considered a “development stage issuer” and once an issuer is engaged in material extraction of mineral reserves on at least one property, they will be considered a “production stage issuer.” The Company is classified as an “exploration stage issuer” for purposes of Regulation S-K 1300, in the business of acquiring and developing mineral properties that may contain recoverable deposits of boron in the form of boric acid (H₃BO₃), lithium in the form of lithium carbonate (LiCO₃) and potential by-products of sulphate of potash (K₂SO₄) (“SOP”), gypsum and hydrochloric acid (“HCl”).

The Company owns the Project, which is described below and under “Item 1. Description of Business.” The Company also has an earn-in right to acquire a 100% interest in the Salt Wells Projects in the State of Nevada, which is described below and under “Item 1. Description of Business.”

The Company leases its principal executive office space at 19500 State Highway 249, Suite 125, Houston, Texas, which lease expires on December 31, 2025, subject to one three-year renewal option.

The Company also has a site office at 9329 Mariposa Suite 210, Hesperia, California, which lease expires February 29, 2024, subject to two three-year renewal options.

Fort Cady Integrated Boron Facility

Project Location

The Project is located in the Mojave Desert region in eastern San Bernardino County, California, approximately 36 miles east of Barstow, near the town of Newberry Springs and two miles south of Interstate 40 (“I-40”). The Project lies approximately 118 miles northeast of Los Angeles, California, or approximately half-way between Los Angeles and Las Vegas, Nevada. Access to the Project is eastbound from Barstow on I-40 to the exit for Newberry Springs. From the exit of New Berry Springs, travel continues south on County Road 20796 for 2.2 miles to an unnamed dirt road bearing east for another 1.1 miles to the mine office and plant site at the Project.

The Project area operates with electricity and is well served by other infrastructure, including I-40 and the main BNSF rail line serving Los Angeles, California running immediately north alongside I-40. There are three main natural gas transmission lines along the I-40. The two southern transmission lines are owned and operated by Southern California Edison, while the northern transmission line is owned and operated by Kinder Morgan. The port of Los Angeles and its sister port, the port of Long Beach, are in close proximity. Personnel resources are available, and labor can be sourced from Barstow, California.

We believe the Fort Cady deposit is in a highly prospective area for borate and lithium mineralization. The deposit is situated in the Hector evaporite basin and is in close proximity to an Elementis-owned Hectorite lithium clay mine (the “Hectorite Mine”). The Project has a similar geological setting as RTB’s Boron open-pit mine and Nirma Limited’s Searles Lake operations, situated approximately 75 miles west-northwest and 90 miles northwest of the Project, respectively.

The approved Project area, as defined in the land use operating permits, covers an area of approximately 343 acres.

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Mineral Tenure

Mineral tenure for the Project is through a combination of federal mining claims, a mineral lease, and private fee simple lands. These include 1,010 acres of fee simple patented or privately held land; 2,380 acres of unpatented claims held by FCCC; and 1,520 acres of unpatented claims leased by FCCC from Elementis.

Other areas surrounding the Project area include patented and unpatented lands of the Hectorite Mine directly west of the Project and unclaimed public lands managed by the U.S. Department of Interior, Bureau of Land Management (“BLM”) to the north and east. Land south of the Project area are part of the U.S. Marine Corps Twentynine Palms Base.

FCCC owns two parcels of fee simple lands in Sections 25 and 36, Township 8 North, Range 5 East, SBM. An electrical transmission corridor operated by Southern California Edison (“SCE”) tracts north-eastward through the fee lands with SCE having surface and subsurface control to a depth of 500 feet and affecting approximately 91 acres of land owned by FCCC. While this limits access to the land, mineralization occurs at depths in excess of 1,000 feet, which is still accessible to solution mining. FCCC currently holds two unpatented lode claims and 117 unpatented placer claims.

FCCC entered into a mineral lease agreement with Elementis to examine the mineral potential and develop commercial mining operations for a group of mining claims that are adjacent to the Hectorite Mine. The lease covers 36 unpatented placer claims, 15 unpatented lode claims, a diagonal swath of two unpatented placer claims, and excludes any and all patented claims. The lease carries a 3% royalty on net returns from all ores, minerals, or other products produced from the leased lands. The lease became effective on October 1, 2011, with a duration of 10 years with certain provisions to extend the lease. FCCC and Elementis executed a lease extension to the duration to July 1, 2022, while the parties continue to actively negotiate terms and conditions for a new mining lease.

Finally, the State of California owns approximately 272 acres of land in Section 36, Township 8 North, Range 5 East, SBM. This land is potentially available to FCCC through a mineral lease from the California State Lands Commission.

Overview of Mining Properties Locations

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Project History

Colemanite was first discovered at Fort Cady in 1964 and the Project had a long history of exploration and pre-development activities prior to being acquired by ABR in May 2017, including license acquisition, drilling and resource estimation, well-testing, metallurgical testing, feasibility studies and pilot plant infrastructure.

Duval Corporation evaluated the Fort Cady deposit in the late 1970s and early 1980s, completing over 30 diamond drill exploration holes upon which an initial resource estimate was defined. Duval Corporation commenced limited-scale solution mining in 1981. An additional 17 production wells were completed in the following years which were used for injection testing and pilot-scale operations. In July 1986, an additional series of tests were conducted by Mountain States Mineral Enterprises Inc. In these tests, a diluted hydrochloric acid solution was injected through a well into the ore body and a boron-rich solution was withdrawn from the same well. Boric acid average head grade of 3.7% was achieved by Mountain States when using acid injection. In July 1986, Fort Cady Minerals Corp. was formed with the view of commencing pilot-scale testing. The first phase of pilot plant operations was conducted between 1987 and 1988.

Approximately 450 tonnes of boric acid were produced during this time. Given the promising results of the pilot-scale tests, the project was viewed to be commercially viable. Concentrated permitting efforts for commercial-scale operations began in early 1990. Final approval for commercial-scale solution mining and processing was obtained in 1994.

Extensive feasibility studies, detailed engineering and test works were undertaken in the late 1990s and early 2000s. This included an initial phase of small-scale commercial operations between 1996 and 2001, during which approximately 1,800 tonnes of a synthetic colemanite product (marketed as “CadyCal 100”) was produced. CadyCal was produced using sulphuric acid as the leachate which resulted in gypsum precipitation underground and in the surface piping. In 2001, the operation was ceased due to low product pricing and other priorities of the controlling entity.

In May 2017, ABR entered into a share purchase agreement with the then owner of the Project, Atlas Precious Metals, Inc., pursuant to which ABR acquired the mining rights to the Project and the land titles located in and around the Project area.

Access and Infrastructure

The plant site currently has a 1,600 square foot mine office building, storage buildings, a prepared level pad for the SSBF (20 acres), and a gypsum storage area occupying 17 acres. Following further dissolution testing to determine recovery rates, Agapito Associates (“Agapito”) will complete a wellfield design for the Project. Engineering and construction are progressing for the SSBF. Once operational, the SSBF should provide many of the necessary parameters that will lead to design of the wellfield and processing plant for initial production of Phase 1 of the Project (110,000 tons per annum of boric acid equivalent boron specialty advanced materials and boric acid and potentially lithium, gypsum and SOP). Access to the Project is via I-40, eastbound from Barstow to the exit for Newberry Springs. The BNSF Railroad main line from Las Vegas to Los Angeles runs subparallel to I-40. Connection to a rail spur is being considered for the Project for purposes of loading and unloading materials to and from the plant. San Bernardino County operates six general aviation airports with the closest airport to the Project being the Barstow-Daggett Airport located approximately 23 miles west of the Project on the National Trails Highway. Commercial flight service is available through five airports in the greater Los Angeles area and in Las Vegas. A dedicated cargo service airport is located approximately 65 miles southwest of the Project.

Construction of an in-situ leaching mining operation and processing plant at the Project will require local resources of contractors, construction materials, energy resources, employees, and housing for employees. The Project has good access to I-40 which connects it to numerous sizable communities between Barstow and the greater Los Angeles area offering access to transportation, construction materials, labor and housing. Plant access roads will require upgrades and some roads may require paving, while new access roads are also being considered. The Project currently has limited electrical service that is sufficient for mine office and storage facilities on site but will require an upgrade for plant and wellfield facilities. An economic trade-off study is currently being conducted to evaluate co-generation of power and an upgraded powerline to the Project. An electrical transmission corridor operated by SCE extends north-eastward through the eastern part of the Project. The Project has two water wells located nearby to support in-situ leaching operations. Currently no natural gas connects to the Project, but the Company is negotiating services with two suppliers in the region with a gas transmission pipeline located proximal to the Project. A natural gas pipeline will be required to connect to the transmission pipeline to provide heat and power for the processing plant. Storage for materials (products and consumables) will need to be built near the plant site including a stacking system for gypsum.

Feasibility Studies

The Initial Study for the Project was prepared on the basis of a JORC Code compliant mineral resource and reserve estimate and completed in December 2018. The Initial Study contemplated a three-phase project which, in full production, would produce 450,000 tons per annum of boric acid and 120,000 tons per annum of SOP. ABR subsequently modified the Project plan in January 2019 by allowing for a starter operation, which split the previously announced Phase 1 into two subphases, Phase 1A and Phase 1B, and provided a lower upfront capital requirement to assist financing flexibility. Full production metrics remained unchanged from the Initial Study.

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In April 2020, ABR completed the Second Study, which built on the Initial Study announced in January 2019 by incorporating further engineering work completed, as well as value engineering that resulted in a substantial increase in proposed SOP production and increasing boric acid production by 50% in Phase 1A. A third sub-phase, Phase 1C, was added to decouple boric acid and SOP production in Phase 1B resulting in the following targeted production rates:

• Phase 1A: 20,000 tons per annum of SOP and 9,000 tons per annum of boric acid;

• Phase 1B: 60,000 tons per annum of SOP; and

• Phase 1C: 81,000 tons per annum of boric acid.

The Second Study, which was also prepared on the basis of the JORC Code compliant mineral resource and reserve estimate, evaluated solution mining of Fort Cady’s borate deposit to produce a high purity (+99.9%) boric acid product along with SOP.

In June 2020, ABR secured financing to fully fund the Phase 1A starter operation and was subsequently awarded its final substantive permit in August 2020. The financing included A$63 million share placement ($45,966,236) and A$7.9 million ($6,021,952) convertible note. In February 2021, the convertible note was converted into ordinary shares of ABR. These funds are being used for ongoing activities to progress the Project.

In May 2021, the Company announced the deferral of the approach that saw Phase 1 delivered in three sections. It is now focused on delivering Phase 1 in its entirety. It is also considering an option that brings forward the construction of Phase 2.

In October 2021, the Company announced various engineering initiatives that are underway, including targeting production to match the size of the off-the-shelf equipment to optimize value, production rate and capital expenditure. The two base case mine options currently under consideration are:

• Option 1 – Combining all planned Phase 1 operations into 110,000 tons per annum of boric acid equivalent boron specialty products and boric acid and the potential to produce lithium carbonate, by-product and gypsum; and

• Option 2 – Larger operation combining Option 1 above with planned Phase 2 operation to deliver 275,000 tons per annum of boric acid equivalent boron specialty products and boric acid and the potential to produce lithium carbonate, by-product SOP and gypsum.

The Company is currently updating the Project studies and development model with a view to strengthening the Project metrics and being in a position to commence construction in 2022. The Company has retained Agapito to perform additional dissolution tests on the injection solution that will further test acid concentration and whether further enhancements can be gained with elevated temperatures, pressures, and with adding varying amounts of calcium chloride to retard calcite dissolution in favor of borate dissolution. Results of dissolution testing will provide input to a wellfield design study by Agapito. The Company has also initiated engineering and design for a SSBF. Once the SSBF is operational, it will provide refined inputs for estimating capital and operational expenditures to assist in determining the economic recoverability of mineral resources for the Project in a BFS.

Plan of Operations

Upon successful development of the Project, the Company expects to mine and process colemanite to produce boric acid and lithium with by-product SOP, gypsum and HCl. The Company expects to derive revenue principally from the sale of boron specialty advanced materials, boric acid, lithium and SOP. It is expected that gypsum will be sold to the local cement industry or sold as soil conditioner. We believe that operating both the boric acid solution mine and SOP facilities provides the Company with the opportunity to expand its sales markets into boron enriched specialty fertilizers (using boron as a micro-nutrient) and to enhance the financial metrics and risk profile of the boric acid solution mine by using the HCl produced in SOP production.

The Fort Cady deposit is planned to be mined via in-situ leaching solution mining to recover borate and lithium from the mineralized horizons, which is a technique that has been utilized for several decades in the production of uranium, salt, potash and soda ash. The use of in-situ technology for boron extraction was developed on the Fort Cady property in the 1980s. A small-scale commercial operation operated on the Fort Cady property between 1995 and 2001. The conventional Mannheim furnace process (utilized in the production of over 50% of SOP production worldwide) will be used to produce SOP (and HCl feedstock) on-site. In-situ solution mining depends on void spaces and porosity, permeability, ore zone thickness, transmissivity, storage coefficient, piezometric surface, and hydraulic gradient as well as reaction and extraction method efficiencies. There are various ways of developing the wellfield for in-situ leaching, including a “push-pull” mechanism where wells function as both injection and recovery wells; line drive; and multiple spot patterns. In addition to the vertical wells, horizontal drilling for well development is also being evaluated as a potential option for the Project. The mine wellfield development and the pattern will ultimately depend on the hydrogeologic model and the cost benefit analysis of various patterns and options.

The recovery of boron from the colemanite mineral at Fort Cady will be performed by injecting a weak hydrochloric acid (HCl) solution (containing <6% HCl in substantially recycled water solution) through wells drilled into the colemanite ore body. The injected acid remains in the formation for a limited period of time to allow reaction with the alkaline ore body and leach the colemanite ore. Boric acid and calcium chloride will be withdrawn from the wells as products of the chemical reaction.

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The extracted solution will be pumped to the processing facility where boric acid will be crystallized from the solution or where alternate processing of the solution will be performed to produce boron specialty advanced materials. Lithium and gypsum will be recovered from the remaining solution with the final solution being substantially recycled back into the boron solution mine. The crystallized boric acid will be dried, sized, and bagged as final product. Other boron products will be prepared for market, as required, by end-use customers. Lithium is likely to be produced via Direct Lithium Extraction (“DLE”) and converted into lithium carbonate, while by-product gypsum will either be dried and sold or stored in the gypsum storage facility for later sale. Within the processing facility, some HCl will be regenerated from the gypsum precipitation process as a result of the sulphuric acid acidification of the process waste stream. The weak HCl solution will be combined with recycled water and Mannheim generated HCl to produce the make-up solution for reinjection into the formation. The process operates a zero liquid discharge evaporator and produces no liquid waste.

In addition to processing boron specialty advanced materials, boric acid, lithium and gypsum, the processing facility will also incorporate Manheim furnaces to process muriate of potash (“MOP” or “potassium chloride”) to produce SOP. The production of SOP yields HCl as a by-product to be used for the boric acid solution mine ore extraction.

Mineral Resource Estimate

In September 2021, the Company engaged Millcreek Mining Group (“Millcreek”) to complete an Initial Assessment Report for the Project (the “Report”) in accordance with the Regulation S-K 1300 rules and guidance of the SEC. The Report concluded that the Project contained an estimated combined 97.55 million tons of Measured Mineral Resource plus Indicated Mineral Resources with an average grade of 6.53% boron oxide and 324 parts per million Lithium, using a 5% cut-off grade for boron oxide. A cut-off grade of 5% B₂O₃ was previously established by Duval and was carried forth by the Company’s external geologists in their JORC Code resource reporting. This cut-off grade has been used for resource estimation purposes while work continues to determine the pregnant leach solution brine grade and processing plant costs. While additional testing is carried on for dissolution rates and recovery by Agapito, as well as on-going engineering and design of the SSBF, a cut-off grade of 5% B₂O₃ equates to an 8.9% H₃BO₃ grade which is considered adequate and appropriate to account for mining losses and recovery for solution mining. The Report also identified 11.43 million tons of Inferred Mineral Resource under mineral control by FCCC, such quantities may not be converted to a Mineral Reserve, as defined under Regulation S-K 1300. Approximately 91.21 million tons, or 94%, of the mineral resources controlled by FCCC occurs within the operating permit region approved for commercial-scale operations, which was awarded to FCCC in 1994. The Report noted that 27.58 million tons, or 25%, of the total mineral resources is contained within the electrical transmission corridor operated by SCE. While SCE maintains control of the surface and resources to a depth of 500 feet, it does not impinge on FCCC’s mineral rights for boron oxide and lithium, which occur at depths in excess of 1,000 feet. The Report also stated that the resource boundary contains an estimated 23.18 million tons at a grade of 6.82% boron oxide of “Uncontrolled Resources,” which are resources the Company does not have mineral rights to exploit.

A high-level economic analysis, including current assumptions, has been prepared to support the mineral resource estimation. Key assumptions used in the economic assessment include: an in-situ leaching mining operation delivering 5% boric acid in solution to an above ground processing plant; operating costs of $587 per tonne of boric acid produced; 92% conversion of boric acid in solution to saleable boric acid powder (recovery rate); 80% recovery of in-situ boron (extraction ratio) and an average sales price of US$900 per tonne of boric acid. A high-level financial model using a discount rate of 8% delivered a positive net present value to support the cut-off grade and more broadly the resulting mineral resource estimation. Potential by-product production of lithium, SOP and gypsum has been excluded from the financial model and may ultimately provide the potential for a reduction in the cut-off grade.

We are currently undertaking additional engineering and testing work to refine dissolution and recovery rates, wellfield design and the SSBF will provide parameters leading toward designing a processing facility. Additional studies that include detailed mine planning, geotechnical and hydrologic evaluations, full market studies and economic evaluations still need to be performed. At this time, based on the assessment performed, the QP believes there are reasonable prospects for economic extraction of the mineral resource. Once the Project has advanced through dissolution testing, wellfield design and operation of the SSBF, economic analysis is planned to be addressed in a bankable feasibility study complying with Regulation S-K 1300 requirements.

Methodology

Millcreek prepared the Report to evaluate the resources and development activities performed by FCCC to advance the Project to a viable in-situ leaching operation. The Report was prepared in accordance with the Regulation S-K 1300 rules and guidelines of the SEC. The “Qualified Person” (“QP”), as such term is defined by Regulation S-K 1300, for the Report was Steven Kerr, CPG. Mr. Kerr is the Principal Consultant – Geology at Millcreek, with over 36 years’ experience in exploration and resource evaluation. Mr. Kerr is a Certified Professional Geologist with the American Institute of Professional Geologists (CPG-10352), a recognized professional organization of the Committee for Mineral Reserves International Reporting Standards. Mr. Kerr is not an employee of the Company, and neither Mr. Kerr nor Millcreek is affiliated with the Company or another entity that has an ownership, royalty, or other interest in the Project. The effective date of the Report and the mineral resource estimate included therein is October 15, 2021.

Mineral resources were classified in accordance with Item 1302(d)(1)(iii)(A) of Regulation S-K into Measured, Indicated and Inferred Mineral Resources. The classification is based upon an assessment of geological and mineralization continuity and quality assurance/quality control (“QA/QC”) procedures in place.

The database used for the mineral resource estimate includes 34 drill holes completed by Duval, 3 drill holes completed by Mountain States Mineral Enterprises, Inc. (“FCMC”) and 14 drill holes completed by the Company, for a cumulative total of 51 drill holes and a cumulative sampled length of 24,823.6 meters (81,421.4 feet). The database was provided to Millcreek in a digital format, representing the Project’s exploration dataset as of July 19, 2021. The QP completed a thorough review and verification of the drilling database and found that reasonable care was taken to collect and dispatch samples for analysis and the database is of sufficient quality to support a mineral resource estimate.

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Fort Cady Project Mineral Resource Estimate as of October 15, 2021

Measured Mineral Resource	Horizon	Tonnage (million tons or Mt)		Boron  Oxide (B2O3) (weight %)		Boric  Acid (H3BO3) (weight %)		Lithium (Li) (ppm)		Boron  Oxide (B2O3) (Mt)		Boric  Acid (H3BO3) (Mt)
FCCC Fee Lands	UMH1		0.03		5.73		10.17		259		0.00		0.00
	MMH2		7.01		6.31		11.20		317		0.44		0.79
FCCC Fee lands—Transmission Corridor	MMH		5.24		6.51		11.55		293		0.34		0.61
FCCC—Elementis Leased Lands	UMH		0.75		6.64		11.79		264		0.05		0.09
	MMH		18.59		6.74		11.98		349		1.25		2.23
	IMH3		4.34		6.35		11.27		324		0.28		0.49
Total Measured Mineral Resource			35.96		6.57		11.67		330		2.36		4.20
Indicated Mineral Resource	Horizon	Tonnage (million tons or Mt)		Boron  Oxide (B2O3) (weight %)		Boric  Acid (H3BO3) (weight %)		Lithium (Li) (ppm)		Boron  Oxide (B2O3) (Mt)		Boric  Acid (H3BO3) (Mt)
FCCC Fee Lands	UMH		0.87		5.73		10.17		259		0.05		0.09
	MMH		29.00		6.47		11.50		329		1.88		3.33
FCCC Fee lands—Transmission Corridor	MMH		20.41		6.51		11.55		293		1.33		2.36
FCCC—Elementis Leased Lands	UMH		0.31		6.68		11.87		251		0.02		0.04
	MMH		7.70		6.74		11.98		349		0.52		0.92
	IMH		3.29		6.40		11.37		324		0.21		0.37
Total Indicated Mineral Resource			61.59		6.51		11.55		318		4.01		7.12
Total Measured + Indicated Mineral Resource			97.55		6.53		11.61		324		6.37		11.31
Inferred Mineral Resource	Horizon	Tonnage (million tons or Mt)		Boron  Oxide (B2O3) (weight %)		Boric  Acid (H3BO3) (weight %)		Lithium (Li) (ppm)		Boron  Oxide (B2O3) (Mt)		Boric  Acid (H3BO3) (Mt)
FCCC Fee Lands	UMH		0.03		5.73		10.17		259		0.00		0.00
	MMH		6.46		6.55		11.42		334		0.42		0.75
FCCC Fee lands—Transmission Corridor	MMH		0.59		5.64		10.01		330		0.03		0.06
FCCC—Elementis Leased Lands	UMH		1.93		6.51		11.55		293		0.13		0.22
	MMH		0.27		6.74		11.98		349		0.02		0.03
	IMH		2.14		6.32		10.48		330		0.14		0.24
Total Inferred Mineral Resource			11.43		6.40		11.37		324		0.74		1.31

⁽¹⁾  “UMH” is Upper Mineralized Horizon.

⁽²⁾  “MMH” is Major Mineralized Horizon.

⁽³⁾  “IMH” is Lower Mineralized Horizon.

The Report was prepared based primarily on information provided by the Company, is subject to certain assumptions and is qualified by various limitations. The foregoing summary description of the Report is qualified by the full Report, which is included as an exhibit to this Registration Statement and incorporated herein by reference.

Internal controls disclosure

The Report indicates that the QA/QC procedures for the Duval and FCMC drill holes are unknown though the work products compiled during these historic drilling campaigns, suggests they were carried out by competent geologists following procedures considered standard practice at those times. Discussions held with the exploration geologist for Duval at the time of drilling and sampling, indicate that Duval had internal QA/QC procedures in place to ensure that assay results were accurate. Geochemical analyses were carried out using X-Ray Fluorescence Spectrometry (“XRF”). XRF results were reportedly checked against logging and assay data.

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For the Company’s database of drill holes, entire core hole sequences were sampled and dispatched by commercial carrier to the Saskatchewan Research Council (“SRC”) for geochemical analysis. As part of the Company’s QA/QC procedures, internationally recognized standards, blanks and duplicates were inserted into the sample batches prior to submitting to SRC. SRC has been accredited by the Standards Council of Canada and conforms with the requirements of ISO/IEC 17025.2005. Upon receipt of samples from the Company, SRC completed an inventory of samples received, completing chain of custody documentation, and providing a ledger system to the Company tracking samples received and steps in process for sample preparation and analysis. Core samples were dried in their original sample bags, then jaw crushed. A subsample was split out using a sample riffler. The subsample was then pulverized with a jaw and ring grinding mill. The grinding mill was cleaned between each sample using steel wool and compressed air or by silica sand. The resulting pulp sample was then transferred to a barcode labelled plastic vial for analysis. All samples underwent a multi-element Inductively Coupled Plasma Optical Emission Spectroscopy (“ICP-OES”), using a multi-acid digestion for a range of elements. Boron was also analyzed by ICP-OES but underwent a separate digestion where an aliquot of the sample was fused in a mixture of NaO₂/NaCO₃ in a muffle oven, then dissolved in deionized water, prior to analysis. Major oxides were reported in weight percent. Minor, trace, and rare earth elements were reported in ppm. The detection limit for boron was 2 ppm and 1 ppm for lithium.

For the Company’s database of drill holes, a total of 2,118 core samples and 415 control samples were submitted for multi-element analysis to SRC. The Company submitted control samples, in the form of certified standards, blanks and coarse duplicates (bags with sample identification supplied by the Company for SRC to make duplicate samples). In addition to these control samples, SRC also submitted their own internal control samples in the form of standards and pulp duplicates. Certified standards, prepared by the National Institute of Standards and Technology, were submitted as part of the Company’s QA/QC procedures. No two standards in any single batch submission were more than two standard deviations from the analyzed mean, implying an acceptable level of precision of SRC instrumentation. SRC assayed two different standards, for its own QA/QC protocol and the QP found that the analytical precision for analysis of both standards was reasonable, with no two standards in any single batch submission being more than two standard deviations from the analyzed mean.

Blank samples inserted by the Company consisted of non-mineralized marble. One hundred and thirty-five blank samples were submitted, all of which had assay results of less than 73 ppm boron. The level of boron detected in the blanks was likely sourced from pharmaceutical (borosilicate) glass used during sample digestion. These boron concentrations are considered immaterial in relation to the boron levels detected in the colemanite mineralization and do not appear to represent carryover contamination from sample preparation. Lithium levels in the blank samples were also at acceptable levels with the majority of assays less than 15 ppm lithium. The four highest lithium levels in the blanks immediately followed samples that contained relatively high lithium concentrations. Overall, the concentration of the primary elements of interest (boron and lithium) in the blank samples were at levels considered to be acceptable, implying a reasonable performance for sample preparation.

A total of 136 duplicate samples were submitted to the SRC. The Company commissioned SRC to compose coarse duplicate samples using a Boyd rotary splitter. There was a good correlation between original and duplicate samples with a reasonable level of precision maintained in the results.

In their report, Millcreek made recommendations to advance the geology and resource characteristics for the Project that includes the following:

• Additional delineation drilling of 15 drill holes to further refine resource classification and to further test resource potential on the southern land holdings;

• Standardizing sample lengths in future drilling to reduce sampling and analytical costs;

• Mineralogical testing to identify the source of lithium mineralization along with testing of pregnant leach solution to help determine recovery and what processes might be required to extract lithium and steps to produce lithium carbonate LiCO₃ and or lithium hydroxide LiOH(H₂O)_n;

• Consider using seismic and electromagnetic surveying to assist in understanding structural setting a facies in the Project area; and

• Perform further analysis to determine if economics will support a lower cut-off grade for boron oxide B₂O₃.

Salt Wells Projects

In addition to the Project, the Earn-in Agreement with Great Basin Resources Inc. allows the Company to acquire a 100% interest in the Salt Wells Projects in the State of Nevada on the incurrence of $3 million in expenditures attributed to the Salt Wells Projects. The Salt Wells Projects cover an area of 14 square miles and are considered prospective for borates and lithium in the sediments and lithium in the brines within the project area. The Salt Wells Projects are located in Churchhill County, Nevada, 15.5 miles southeast on Route 50 from the town of Fallon, Nevada. The Salt Wells Projects are within close proximity to the Interstate 80 corridor, which provides ample access to infrastructure including rail and ports. The town of Fallon has a population of over 9,000 according to the 2020 United State Census Bureau as well as a municipal airport. The Salt Wells North project consists of 171 mineral claims and the Salt Wells South project consists of 105 mineral claims, with each claim being 20 acres.

Surface salt samples from the Salt Wells North project area were assayed in April 2018 and showed elevated levels of both lithium and boron with several results of over 500 ppm lithium and over 1% boron. With the Company’s focus on Fort Cady, the Company has decided to defer spending commitments under the Earn-in Agreement at the Salt Wells Projects. In July 2020, the Company renegotiated the Earn-in Agreement expenditure requirements at the Salt Wells Projects. Under the renegotiated Earn-in Agreement, the Company has made funding commitments of $100,000 in fiscal year 2021, $300,000 in fiscal year 2022, $600,000 in fiscal year 2023, $800,000 in fiscal year 2024, and $1,200,000 in fiscal year 2025. The Company is responsible for payment of annual mineral claims to the Bureau of Land Management, and the Earn-in Agreement with Great Basin Resources Inc. provides for a 3% revenue royalty if concentrates or ore of minerals are sold in the future.

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ITEM 4.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shares Owned by Directors and Named Executive Officers

In connection with the Reorganization, our directors and executive officers will receive CDIs or shares of Common Stock with respect to ABR ordinary shares they own in the same manner as other ABR shareholders. The following table sets forth the number of shares and percentage of outstanding shares of Common Stock (including shares represented by CDIs) beneficially owned by each of our directors, each of our executive officers and all of our directors and executive officers as a group, in each case as of immediately after the Reorganization and the distribution of our Common Stock. Except as otherwise noted below, we based the amounts on each person’s beneficial ownership of ABR ordinary shares on February 8, 2022, giving effect to a ratio of one share of Common Stock for every ten ABR ordinary shares held.

ABR has also agreed to issue up to an additional 15,500,000 ABR ordinary shares in exchange for the provision of services provided by its U.S.-based advisory board that is assisting with our Nasdaq listing. The ABR ordinary shares will be converted upon completion of the Reorganization into shares of our Common Stock at a ratio of one share of Common Stock for every ten ABR ordinary shares held. Immediately following the completion of the Reorganization, we estimate that 42,168,526 shares of our Common Stock will be issued and outstanding, including shares of Common Stock represented by CDIs, based on the approximately 417,685,262 ABR ordinary shares outstanding on February 8, 2022 and taking into account those additional shares to be issued to the U.S.-based advisory board. The actual number of shares of our Common Stock outstanding following the completion of the Reorganization will be determined on the record date provided for in the Scheme.

Share ownership information of our directors and named executive officers is as of February 8, 2022. Unless otherwise indicated below, the address for each person or entity listed below is 5E Advanced Materials, Inc., 19500 State Highway 249, Suite 125, Houston, Texas.

Name	Number of Common Stock Owned(1)		Right to Acquire Beneficial Ownership in Number of Common Stock(2)		Total Common Stock Beneficially Owned		Percent of Outstanding Common Stock(1) (2)(3)
Executive Officers
Henri Tausch		—		—		—		—
Tyson Hall		—		—		—		—
Chantel Jordan		—		—		—		—
Paul Weibel		—		—		—		—
Directors
David Salisbury		—		200,000		200,000		*
Stephen Hunt(4)		112,334		25,000		137,334		*
Sen Ming Lim		5,128,205		—		5,128,205		12.16	%
Palvi Mehta		—		—		—		—
All directors and named executive officers as a group		5,240,539		225,000		5,465,539		12.96	%
(eight persons)

* Represents beneficial ownership of less than 1% of the outstanding shares of the Company’s Common Stock.

⁽¹⁾  Includes shares of Common Stock that may be represented by CDIs.

⁽²⁾  Includes Common Stock that may be acquired through the exercise of stock options that are currently exercisable or will be exercisable within 60 days of February 8, 2022.

⁽³⁾ The percentage is based on 42,168,526 shares of our Common Stock expected to be outstanding as of immediately after the Reorganization and distribution of our Common Stock, based on the number of ABR ordinary shares held as of February 8, 2022.

⁽⁴⁾  Includes 50,000 shares of our Common Stock held by Mr. Hunt individually, 20,834 shares of our Common Stock held in Mr. Hunt’s superannuation fund, and 41,500 shares of our Common Stock held by Minerals and Metals Pty Ltd., a corporation of which Mr. Hunt is the sole shareholder and director.

Shares Owned by Certain Beneficial Holders

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that

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person has the right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

The following table sets forth the information for each person whom we expect may be deemed to beneficially own 5% or more of our outstanding Common Stock immediately following the distribution of our Common Stock in connection with the Reorganization, based on information regarding the beneficial ownership of ABR’s ordinary shares available to us as of February 8, 2022.

Name and Address of Beneficial Owner	Number of Ordinary Shares		Percentage of Outstanding Ordinary Shares(1) (2)
Virtova Capital Management Limited (3) Room 1104, Crawford House, 70 Queen’s Road Central Central, Hong Kong, SAR		5,128,205		12.16	%
Atlas Precious Metals Inc. (4) 100 King Street, W#1600 Toronto, Ontario, M5X1G5, Canada		4,592,000		10.89	%
Mayfair Ventures Pte Ltd(5) 62 Ubi Road 1, #02-01 Oxley Bizhub 2, Singapore, 408734		3,833,953		9.09	%

⁽¹⁾  Includes shares of Common Stock represented by CDIs.

⁽²⁾ The percentage is based on 42,168,526 shares of our Common Stock expected to be outstanding as of immediately after the Reorganization and distribution of our Common Stock, based on the number of ABR ordinary shares held as of February 8, 2022.

⁽³⁾  Director Sen Ming Lim is the sole shareholder of Virtova Capital Management Limited, and as such may be deemed to be the beneficial owner of the shares held by Virtova Capital Management Limited.

⁽⁴⁾  Eileen Shipes is the Trustee and The Harold Roy Shipes and Eileen Anne Shipes Revocable Trust is the controlling shareholder of Atlas Precious Metals Inc., and as such may be deemed to be the beneficial owner of the shares held by Atlas Precious Metals Inc.

⁽⁵⁾  Chow Woei Horng is the sole shareholder of Mayfair Ventures Pte Ltd., and as such may be deemed to be the beneficial owner of the shares held by Mayfair Ventures Pte Ltd.

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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Information about our Executive Officers

The following table sets forth the names and ages of our executive officers, including all offices and positions held by each officer for at least the past five years. There are no family relationships between the executive officers of the Company or between any director and any executive officer of the Company.

Name	Age	Current Position and Five-Year Business Experience
Henri Tausch	57	Chief Executive Officer and Director of 5E Advanced Materials, Inc. since September 2021 Chief Executive Officer of Fort Cady (California) Corporation, a subsidiary of American Pacific Borates Limited, since August 2021 Senior Vice President and Chief Operating Officer at Shawcor Ltd from July 2020 to December 2020 Senior Vice President at Shawcor Ltd from November 2018 to July 2020 Group President at Shawcor Ltd from October 2014 to October 2018 Director of Banded Iron Group Inc. from June 2019 to September 2021 Director of Zedi Inc. from January 2018 to June 2019
Dr. Dinakar Gnanamgari	39	Chief Commercial Officer and Chief Technical Officer of 5E Advanced Materials, Inc. since September 2021 Chief Commercial Officer and Chief Technical Officer of Fort Cady (California) Corporation since May 2021 Global Business Vice President, Lithium Specialties of Albemarle Corporation from January 2018 to May 2021 Global Heath Segment Manager of FMC Corporation from January 2017 to December 2017 Global Product Manager of FMC Corporation from May 2016 to December 2017 North American Product Manager of Axalta Coating Systems Ltd. from May 2014 to April 2016
Tyson Hall	41	Chief Operating Officer of 5E Advanced Materials, Inc. since September 2021 Chief Operating Officer of Fort Cady (California) Corporation since September 2021 Head of Case Ready Business Unit of Pilgrim’s Pride Corporation from December 2020 to March 2021 Head of Commercial Business Unit of Pilgrim’s Pride Corporation from October 2017 to November 2020 Head of Export Sales of Pilgrim’s Pride Corporation from September 2016 to September 2017 Global Business Director of Performance Materials for Albemarle Corporation from February 2015 to February 2016 Global Business Director of Bromine and Derivatives for Albemarle Corporation from May 2013 to January 2015
Paul Weibel, CPA	37	Chief Financial Officer of 5E Advanced Materials, Inc. since November 2021 Chief Financial Officer of Fort Cady (California) Corporation since May 2021 Financial Controller of Genlith Inc. from January 2017 to May 2021 Finance Director of Schooner Investment Group LLC from July 2014 to December 2017
Chantel Jordan	41	Senior Vice President, General Counsel, Corporate Secretary and Chief People Officer of 5E Advanced Materials, Inc. since November 2021 Assistant General Counsel and Assistant Corporate Secretary of American Bureau of Shipping from July 2020 to November 2021 Assistant General Counsel of American Bureau of Shipping from June 2019 to June 2020 Senior Counsel of American Bureau of Shipping from July 2012 to May 2019

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Information about our Board of Directors and Board Committees

Board of Directors

Our Board of Directors oversees the management of the business and affairs of the Company and serves as the ultimate decision-making body of the Company, except for those matters reserved to our stockholders. The Board of Directors oversees the Company’s management team, to whom it has delegated responsibility for the Company’s day-to-day operations. While the Board’s oversight role is broad and may concentrate on different areas from time to time, its primary areas of focus are strategy, oversight, governance and compliance, as well as assessing management.

Our Board of Directors currently consists of five members, as set forth in the table below. Each of our directors is subject to election each year at our annual meeting of stockholders. Our Certificate of Incorporation and Bylaws do not limit the number of terms a member may be re-elected as a director.

The following table sets forth as of February 8, 2022 the names and ages of the members our Board of Directors. Biographies of each director are included below the table.

Name	Age	Current Position
David Jay Salisbury	70	Chairman of the Board
Henri Tausch	56	Chief Executive Officer and Director
Stephen Hunt	59	Director
Sen Ming Lim	48	Director
Palvi Mehta	54	Director

David J. Salisbury was appointed as Chairman of the Board in January 2022. Mr. Salisbury has served as Chairman of ABR since August 1, 2020 and served as Executive Chairman of ABR from May 2021 to August 2021. Mr. Salisbury has also served as Chairman of Fort Cady (California) Corporation, a subsidiary of ABR, since August 2020 and served as the President and CEO of Fort Cady (California) Corporation from May 2021 to August 2021. Mr. Salisbury’s business experience spans a period of over 40 years with significant involvement in underground and surface coal, open pit gold, uranium mining and copper mine development. Over that period, he has held senior executive positions at The Coteau Properties Company, Energy Resources Company, Al Hamilton Contracting Company, Cordero Mining Company, Kennecott Ridgeway Mining Company Inc., Rössing Uranium Limited, Kennecott Minerals Company, Resolution Copper Mining, LLC (Rio Tinto) and PetroDome Energy LLC. While working for Rio Tinto, Mr. Salisbury was President and CEO of Resolution Copper Company LLC, President and CEO of Kennecott Minerals Company and Managing Director and CEO of Rössing Uranium Limited. In addition, he was a Leader for Rio Tinto’s global improvement program, Improving Performance Together, focused on the development of common improvement processes related to ore and mineral processing across global operations. Over his career, Mr. Salisbury has been responsible for operating and capital budget development, operating cost control, product quality, profit/loss, engineering, safety, field operations and maintenance, strategic planning, environmental compliance, market development, merger and acquisition analysis, employee relations, community, public relations and government relations at both the state and federal levels. He was also directly responsible for the development, construction and operations of four mines. Mr. Salisbury holds a Bachelor of Science, Electrical Engineering from Utah State University and an MBA from the University of South Carolina.

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Henri Tausch was appointed as Chief Executive Officer and a Director in October 2021. Mr. Tausch has also served as Chief Executive Officer of Fort Cady (California) Corporation, a subsidiary of ABR since August 2021. Prior to joining the Company, Mr. Tausch was the Chief Operating Officer for Shawcor Ltd, a Toronto Stock Exchange-listed infrastructure and energy technology services company, where he was responsible for the financial performance of all operating businesses. Mr. Tausch started at Shawcor Ltd in 2011 as the senior vice president for Shawcor Ltd’s pipe coating business in Europe, the Middle East and Africa and was subsequently promoted to Group President of Pipeline Performance, where he successfully managed the integration of four companies into Shawcor Ltd’s largest business unit. In his tenure with Shawcor Ltd, Mr. Tausch held responsibilities for corporate strategy and development, digital enablement and IT operations. Prior to joining Shawcor Ltd, Mr. Tausch began his career as a Computer Science Engineer for Honeywell International Inc., where he spent 23 years in international positions with progressively increasing responsibilities, ranging from marketing and sales leadership roles in various vertical and geographical markets to global executive P&L leadership roles. Mr. Tausch earned a Master of Science in Electrical Engineering from the Technical University of Eindhoven, the Netherlands. Mr. Tausch has held board positions in more than ten different countries, lived in three different continents and is fluent in several languages.

Stephen Hunt was appointed as a Director in January 2022. Mr. Hunt has also served as a Director of ABR since May 2017. Mr. Hunt is currently Executive Chairman of Sparc Technologies Ltd. (ASX: SPN), which is developing and commercializing graphene applications as well as photocatalytic hydrogen production. Mr. Hunt’s experience includes over 20 years of serving as a Director of multiple ASX-listed companies. Previous Directorships include Executive Chairman and Non-Executive Director of Volt Resources Ltd. (ASX: VRC), Non-Executive Director of Magnis Energy Technologies Ltd. (ASX: MNS), Non-Executive Director of IMX Resources Ltd. and Australian Zircon Ltd. Mr. Hunt is currently a Director for the charity, Count Me In, which promotes universal design principles in buildings, with the aim of creating improved functionality for people with disabilities.

Sen Ming (Jimmy) Lim was appointed as a Director in January 2022. Mr. Lim has also served as a Director of ABR since February 2021. Mr. Lim has served as the Managing Director and Founder of Virtova Capital Management Limited, a natural resources industry advisory firm providing corporate advisory services encompassing M&A and structured financings in relation to assets in the sector since 2018. In this role, he advises several ASX-listed mining companies with respect to mergers, acquisitions and structured finance. Mr. Lim has worked for global investment banks in Australia (J.P. Morgan) and Hong Kong (Morgan Stanley and Goldman Sachs). Mr. Lim has served as a Non-Executive Director of Stanmore Resources Limited since October 2019 and as a Director of Virtova Alpha Investments Limited since November 2018.

Palvi Mehta was appointed as a Director in January 2022. Ms. Mehta has served as an Operating Partner and Chief Financial Officer for Pioneer Square Labs, a start-up studio and venture fund with $200 million in assets under management since September 2018. In this role, Ms. Mehta provides financial and operational oversight, supports the investment process, and assists portfolio companies with financial, operating and scaling strategies. Ms. Mehta has over two decades of experience in senior financial roles in the wireless, manufacturing, networking and security industries. Ms. Mehta previously served as the Chief Financial Officer at ExtraHop Networks, NewPath Networks, and RadioFrame Networks. During her career, Ms. Mehta has raised hundreds of millions of dollars across both the equity and debt markets and has successfully completed multiple exits. She began her career as a Certified Public Accountant and an auditor at Ernst & Young. Ms. Mehta has received the 2018 Executive Excellence Award from Seattle Business Magazine and was selected by the Puget Sound Business Journal as the 2016 CFO of the Year for mid-size companies. Ms. Mehta graduated Summa Cum Laude from the University of California, Berkeley with a Bachelor of Science in business, with an emphasis in finance and accounting. Ms. Mehta is a strong supporter of women in technology and is passionate about providing the opportunity for computer science education to women and underrepresented minorities. Ms. Mehta is also a Director and Treasurer of Code.org.

Our directors bring a range of skills and experience in relevant areas, including finance, exploration and production, environment, international business and leadership, as well as oilfield services. We believe this cross-section of capabilities enables our Board of Directors to help guide the Company’s strategic objectives and leading corporate governance practices.

Board Committees

Our Board of Directors has established the following standing committees: Audit; Compensation and Nominating and Corporate Governance, each of which operate pursuant to a charter adopted by our Board. The members of each committee listed below are as of January 12, 2022. The Board may also establish other committees from time to time to assist us and the Board in their duties. Upon the effectiveness of the registration statement, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act, the Nasdaq Stock Market, and the Exchange Act. Upon our listing on the Nasdaq, each committee charter will be available on the corporate governance section of our website.

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AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Palvi Mehta (Chair)	Stephen Hunt (Chair)	Sen Ming Lim (Chair)
Stephen Hunt	David Salisbury	Palvi Mehta
Sen Ming Lim		David Salisbury
Primary Responsibilities:	Primary Responsibilities:	Primary Responsibilities:
Overseeing our accounting and financial reporting processes and the integrity of our financial statements; Overseeing the audits of our financial statements and the appointment, compensation, qualifications, independence and performance of our independent auditors; Overseeing our compliance with legal and regulatory requirements; Overseeing the performance of our internal audit function, internal accounting controls, disclosure controls and procedures and internal control over financial reporting, including internal audits and investigations, and our independent auditor; Preparing the audit committee report for inclusion in the Company’s annual proxy statement; and Coordinating our Board of Directors’ oversight of our Code of Business Conduct.	Determining, or recommend to the Board for determination, the compensation of our Chief Executive Officer and all other executive officers of the Company; Making recommendations to the Board with respect to compensation of the non-employee directors; Making recommendations to the Board with respect to incentive compensation plans and equity-based plans that are subject to Board approval; Oversight with respect to the Company’s compensation philosophy, incentive compensation plans and equity-based plans covering executive officers and senior management; and Producing the annual compensation committee report for inclusion in the Company’s proxy statement and annual report.	Identifying and recommending to the Board for selection the individuals qualified to serve on the Company’s Board (consistent with criteria that the Board has approved) either for election by stockholders at each meeting of stockholders at which directors are to be elected or for appointment to fill vacancies on the Board; Developing and recommending to the Board corporate governance policies and procedures for the Company, and reviewing such policies and procedures; and Overseeing the evaluation of the Board.

Additional Board Information

The charter for each committee of our Board of Directors is available on our website.

Each Board committee is at all times authorized under its charter to have direct, independent and confidential access to our other directors, management and personnel to carry out the committee’s purposes. Each committee is authorized to conduct or authorize investigations into any matters relating to the purposes, duties or responsibilities of the committee.

Each Board committee may, in its sole discretion, retain or obtain the advice of legal counsel, compensation or other consultants and other advisers. The Company must provide for appropriate funding, as determined by each committee, for payment of reasonable compensation to any legal counsel, compensation or other consultant or other adviser retained by the committee.

Phase-In of Certain Corporate Governance Requirements

We expect to rely on phase-in provisions under Nasdaq’s corporate governance rules applicable to the initial composition of our Board of Directors and Board committees following the effectiveness of this Registration Statement. Our Board of Directors has affirmatively determined that Mr. Hunt, Ms. Mehta and Mr. Salisbury are independent directors under Nasdaq rules applicable to the directors serving on our Board. The Board has further determined that Mr. Hunt and Ms. Mehta qualify as independent directors under Nasdaq rules applicable to membership on our Audit Committee. In addition, the Board has determined that each of the members of our Audit Committee is “financially literate” pursuant to the listing standards of Nasdaq, and that Ms. Mehta is an “audit committee financial expert,” as defined in applicable SEC rules, because of her individual extensive financial experience.

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Under applicable Nasdaq governance rules, a majority of the members of each of our Board committees will be required to be independent within 90 days after the date of the listing of our Common Stock and all members must satisfy the applicable Nasdaq independence requirements within one year of listing. In addition, a majority of the directors serving on our Board of Directors will be required to be independent within one year of the listing of our Common Stock.

Corporate Governance Matters

Our Board believes sound corporate governance processes and practices, as well as high ethical standards, are critical to handling challenges and to achieving business success. We embrace leading governance practices and also conduct ongoing reviews of our governance structure and processes to reflect shareholder input and changing circumstances. Below are highlights of our corporate governance practices and principles.

The Board has adopted Corporate Governance Guidelines that outline our corporate governance policies and practices, which are available on our website.

Nomination of Directors

In obtaining the names of possible director nominees, the Nominating and Corporate Governance Committee conducts its own inquiries and considers suggestions from other directors, management, stockholders and professional director search firms. The Committee’s process for evaluating nominees identified in unsolicited recommendations from stockholders is the same as its process for unsolicited recommendations from other sources.

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders who submit their recommendations in writing to Chairman, Nominating and Corporate Governance Committee, care of Chantel Jordan, Esq., Corporate Secretary, 5E Advanced Materials, Inc. Recommendations received by the dates set forth below will be considered for inclusion in the slate of director nominees to be presented at our annual meeting of stockholders in the following year. Unsolicited recommendations must contain the name, address and telephone number of the potential nominee, a statement regarding the potential nominee’s background, experience, expertise and qualifications, a signed statement confirming his or her willingness and ability to serve as a director and abide by our corporate governance policies, his or her availability for a personal interview with the Nominating and Corporate Governance Committee and evidence that the person making the recommendation is a stockholder of the Company.

The Nominating and Corporate Governance Committee believes that nominees should possess the highest personal and professional ethics, reputation, integrity and values and be committed to representing the long-term interests of our stockholders. Directors should have a record of accomplishment in their chosen professional field and demonstrate sound business judgment. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively, including attendance at and participation in Board and committee meetings, and should be committed to serve on the Board for an extended period of time. The Nominating and Corporate Governance Committee will consider independence, diversity of viewpoints, backgrounds and experience, including a consideration of gender, ethnicity, race, country of citizenship and age in determining whether a candidate will be an appropriate fit with, and an asset to, the Board. When considering existing directors, the Nominating and Corporate Governance Committee evaluates their history of attendance at Board and committee meetings as well as contributions and effectiveness at such meetings.

Stockholders who wish to have a nominee considered at our annual meeting of stockholders must comply with the deadlines and procedures set forth in our Bylaws. Our Bylaws provide that a person who (i) is a registered shareholder at the time of the notice referred to below and at the time of the record date for the annual meeting, (ii) is entitled to vote at the annual meeting and (iii) complies with the notice and certain other relevant provisions of our Bylaws, may, by giving timely written notice, bring a nomination for the election of a director or other business before our annual meeting of stockholders.

To be timely for an annual meeting of stockholders, a registered stockholder’s notice to bring a nomination or other business must be delivered or mailed and received at the Company’s registered office, addressed to the Corporate Secretary, no earlier than 90 calendar days and no later than 120 calendar days before the first anniversary of the Company’s annual meeting of stockholders for the prior year. If the annual meeting of stockholders is advanced by more than 30 days or delayed by more than 60 days from the first anniversary of the prior year’s annual meeting, or if no annual meeting was held during the prior year, then the notice by the registered stockholder to be timely must be received (i) no earlier than 120 days before such annual meeting and (ii) no later than the later of 90 days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was first made by mail or public disclosure.

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In no event will an adjournment or postponement, or public disclosure of an adjournment or postponement, of an annual meeting of stockholders commence a new time period (or extend any time period) for the giving of notice as provided in our Bylaws.

Our Bylaws also include a proxy access provision pursuant to which we will include director nominations submitted by certain long-term stockholders in the Company’s proxy statement for our annual meeting of stockholders, subject to the submitting stockholder or stockholders complying with certain share ownership, advance notice and other requirements and nominee limitations and qualifications set forth in our Bylaws.

Each stockholder nomination or proposal must also specify any other information that would be required to be included in a proxy statement pursuant to the rules of the SEC. In addition to the provisions set forth in our Bylaws, any stockholder proposal to be presented at an annual or special meeting must comply with Rule 14a-8 under the Exchange Act, and we reserve the right to exclude any non-complying proposal in accordance with Rule 14a-8 notwithstanding compliance with the provisions set forth in our Bylaws.

We recommend that any stockholder desiring to make a nomination or submit a proposal for consideration obtain a copy of our Bylaws. They are available on our website at http:/www.5eadvancedmaterials.com. Shareholders also may obtain a copy of these documents free of charge by submitting a written request to our Corporate Secretary.

Any stockholder proposal (including the nomination of any director), whether or not to be included in our proxy materials, must be sent to our Corporate Secretary at the Company’s principal executive office, 19500 State Highway 249, Suite 125, Houston, Texas.

Election of Directors

We have voluntarily adopted a majority voting standard for uncontested elections of directors. Our Bylaws provide that, unless otherwise required by law or our Certificate of Incorporation or Bylaws, the election of our directors will be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election, unless our Secretary determines that the number of nominees for director exceeds the number of directors to be elected, in which case directors will be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors.

If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee will not be elected. Our Nominating and Corporate Governance Committee has established procedures under which a director standing for re-election in an uncontested election must tender a resignation conditioned on the incumbent director’s failure to receive a majority of the votes cast. If an incumbent director who is standing for re-election does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors must act on the committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who fails to receive a majority vote is not permitted to participate in the committee’s recommendation or the Board of Directors’ decision.

Code of Business Conduct

We have adopted a written Code of Business Conduct, which applies to all our directors, officers and employees, and is available on our website.

The audit committee of our Board will be responsible for overseeing the Code of Business Conduct and must approve any waivers of the Code of Business Conduct for executive officers and directors. We expect that any amendments to the Code of Business Conduct, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website.

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ITEM 6. EXECUTIVE COMPENSATION

Introduction and Named Executive Officers

We refer to the individuals below as our named executive officers or “NEOs:”

Name	Age	Position
Named Executive Officers
Henri Tausch(1)	57	Chief Executive Officer and Director
Tyson Hall (2)	41	Chief Operating Officer
Paul Weibel(3)	37	Chief Financial Officer

⁽¹⁾  Mr. Tausch was appointed as our Chief Executive Officer and Director effective September 8, 2021.

⁽²⁾  Mr. Hall was appointed as our Chief Operating Officer effective September 20, 2021.

⁽³⁾  Mr. Weibel was appointed as our Chief Financial Officer effective November 29, 2021.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended June 30, 2021, Henri Tausch and Paul Weibel each participated in the deliberations concerning executive compensation for ABR, with the board of directors of ABR.

Summary Compensation Table

The following table and related footnotes show the compensation paid to our NEOs during the last two completed fiscal years. Where applicable, the table includes compensation paid to our NEOs in their capacities as officers of ABR and its subsidiaries during the last two completed fiscal years.

Name	Fiscal Year Ended June 30,		Salary ($)		Bonus ($)			All other Compensation		Total
NEO Compensation
Henri Tausch(1)		2021 2020		—   —		—   —			—   —		—
Tyson Hall(2)		2021 2020		—   —		—   —			—   —		—
Paul Weibel(3)		2021 2020		23,077 —		10,000 —	(4)		—   —		33,077 —

⁽¹⁾ Mr. Tausch was appointed Chief Executive Officer of Fort Cady (California) Corporation in August 2021 and Chief Executive Officer and Director of the Company in September 2021. Mr. Tausch received no salary, stock awards or other compensation from the Company or any other subsidiary of the Company in fiscal years 2021 and 2020.

⁽²⁾ Mr. Hall was appointed as Chief Operating Officer of Fort Cady (California) Corporation in September 2021. Mr. Hall received no salary, stock awards or other compensation from the Company or any other subsidiary of the Company in fiscal years 2021 and 2020.

⁽³⁾ Mr. Weibel was appointed as Chief Financial Officer of Fort Cady (California) Corporation in May 2021 and Chief Financial Officer of the Company effective November 29, 2021. Mr. Weibel’s salary earned in fiscal year 2021 was based on a full year package of approximately $200,000. Mr. Weibel’s salary from November 2021 for fiscal year 2022 will be approximately $275,000.

⁽⁴⁾ Represents the 2021 fiscal year-end bonus paid to Mr. Weibel in lieu of cash-based incentives under the Company’s short-term incentive program applicable to Mr. Weibel, which was not finalized during fiscal year 2021.

Employment Agreements

The Company has employment agreements with each of our NEOs.

Under the terms of Mr. Tausch’s employment agreement, Mr. Tausch’s salary in fiscal year 2022 will be $390,000. Mr. Tausch will be eligible to earn an annual bonus equal to 80% of his then in effect base salary (with opportunities for additional payouts for performance above target). Mr. Tausch received options to purchase 5,000,000 ordinary shares in ABR with a per share exercise price equal to A$2.00, which will vest over three years in three equal installments, subject to his continued employment. If the Company relocates, Mr. Tausch will receive a one-time lump sum payment of $120,000 to assist in relocation expenses, which is repayable if Mr. Tausch is terminated by the Company or resigns his employment prior to the first anniversary of his

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employment. Mr. Tausch’s retirement benefits are paid in accordance with 401(k) requirements. Mr. Tausch’s employment is “at will,” but upon any termination of his employment without cause, Mr. Tausch would be eligible to receive as severance an amount equal to one year of his then in effect base salary and an on-target pro rata portion of any approved annual bonus based on the period of employment through the termination date, less any deductions and withholdings required by law.

Under the terms of Mr. Hall’s employment agreement, Mr. Hall’s salary in fiscal year 2022 will be $300,000. Mr. Hall will be eligible to earn an annual bonus equal to 100% of his then in effect base salary (on target performance would incur a 50% bonus payment on his then in effect base salary). Mr. Hall received options to purchase 3,000,000 ordinary shares in ABR with a per share exercise price equal to A$2.00, which will vest over three years in three equal installments, subject to his continued employment. Mr. Hall will receive a one-time lump sum payment of $60,000 to assist in relocation expenses. Mr. Hall’s retirement benefits are paid in accordance with 401(k) requirements. Mr. Hall’s employment is “at will.”

Under the terms of Mr. Weibel’s original employment agreement, Mr. Weibel’s initial annual salary was $200,000. Mr. Weibel received options to purchase 500,000 ordinary shares in ABR with a per share exercise price equal to A$2.00, which will vest over three years in three equal installments, subject to his continued employment. Mr. Weibel received a fiscal year-end bonus of $10,000, in lieu of cash based incentives under the Company’s short-term incentive program, which was not finalized during fiscal year 2021. Mr. Weibel’s employment agreement was updated in line with his promotion to Chief Financial Officer of the Company in November 2021 and his salary in fiscal year 2022 will be approximately $275,000. Mr. Weibel received options to purchase 2,000,000 ordinary shares in ABR with a per share exercise price of A$2.25, which will vest 800,000 on continued employment for a period of 24 months and 1,200,000 on continued employment for a period of 36 months. Mr. Weibel will be eligible to earn an annual bonus equal to 80% of his then in effect base salary (on target performance would incur a 40% bonus payment on his then in effect base salary). Mr. Weibel received a one-time lump sum payment of $35,000 to assist in relocation expense, which is repayable if Mr. Weibel is terminated by the Company or resigns his employment prior to the first anniversary of his employment. Mr. Weibel will receive a one-time lump sum payment of $60,000 to assist in relocation expenses, should a relocation to the Houston office be required. Mr. Weibel’s retirement benefits are paid in accordance with 401(k) requirements. Mr. Weibel’s employment is “at will.”

Director Compensation

The following table and related footnotes show the compensation paid to our directors during the last completed fiscal year. Where applicable, the table includes compensation paid to our directors in their capacities as directors of ABR during the last completed fiscal year.

Name	Fiscal Year Ended June 30,		Fees Earned or Paid in Cash (A$)		Stock Award (A$)(1)		All other Compensation		Total (A$)
Henri Tausch(2)		2021		—		—		—		—
David Salisbury(3)		2021		125,860		1,156,724		—		1,282,584
Stephen Hunt(4)		2021		48,000		—		—		48,000
Sen Ming Lim(5)		2021		19,571		—		—		19,571
Palvi Mehta(6)		2021		—		—		—		—

⁽¹⁾  Represents the aggregate grant date fair value of stock awards granted, computed in accordance with FASB Topic 718. See Note 10 to ABR’s consolidated financial statements for the years ended June 30, 2021 and 2020 appearing elsewhere in this Registration Statement regarding assumptions underlying the valuation of stock awards.

⁽²⁾  Mr. Tausch was appointed as a Director of the Company in September 2021.

⁽³⁾  Mr. Salisbury served as Chairman of ABR from August 2020 and was appointed Chairman of the Board in January 2022.

⁽⁴⁾  Mr. Hunt was appointed as a Director of the Company in January 2022.

⁽⁵⁾  Mr. Lim was appointed as a Director of ABR in February 2021 and was appointed as a Director of the Company in January 2022.

⁽⁶⁾  Ms. Mehta was appointed as a Director of the Company in January 2022.

We have agreed to compensate our board members for their service as directors and as chairs or members of our independent board committees. Compensation will be in the form of a cash retainer and grants of incentive awards under the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (the “Plan”). The cash portion of the retainers will be paid in equal quarterly installments. Mr. Tausch, our Chief Executive Officer, does not receive compensation in connection with his service as a Director. Our current annual director retainers are as follows:

Name	Board and Committee Assignments	Annual Retainer Amount
David Salisbury	Chairman of the Board, Compensation Committee, Nominating and Corporate Governance Committee	$	256,000
Stephen Hunt	Compensation Committee (Chair), Audit Committee	$	168,000
Sen Ming Lim	Nominating and Corporate Governance Committee (Chair), Audit Committee	$	168,000
Palvi Mehta	Audit Committee (Chair); Nominating and Corporate Governance Committee	$	188,000

In addition, we have agreed to award each of our directors, other than Mr. Tausch, deferred share units under the Plan covering shares of our Common Stock having a value at the time of award of $200,000. The deferred share unit grants will vest 50% on the date of the first annual meeting of our stockholders after the date of grant, with the remaining 50% vesting on the date of the second annual meeting of stockholders after the date of grant, in each case so long as the recipient continues to serve as a director through the applicable vesting date.

5E Advanced Materials, Inc. 2022 Equity Compensation Plan

The Company has adopted the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan for purposes of granting options in the Company and other awards based on the shares of the Company to employees and other service providers of the Company. The following is a summary of the principal terms of the Plan, which is qualified in its entirety by reference to the full text of the Plan, which is filed as an exhibit to this Registration Statement and incorporated herein by reference.

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Purpose of the Plan

The purpose of the Plan is to promote the financial interests of the Company by providing a means through which current and prospective directors, officers, key employees, and consultants of the Company can be retained and motivated through acquiring an equity interest in the Company or be paid incentive compensation in the form of the Company’s Common Stock.

Administration of the Plan

The Plan will be administered by the Board of Directors or, to the extent it has delegated its authority under the Plan, the Compensation Committee of the Board (or such other committee of the Board) (the “Administrator”). The Compensation Committee is expected to be comprised of “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Administrator has the power in its discretion to grant awards under the Plan, to designate the eligible participants, determine the terms and conditions of such awards, to construe and interpret the provisions of the Plan and to make any other determination and take any other action as it deems necessary or desirable for the administration of the Plan and to protect the interests of the Company, among other authority provided under the Plan.

Number of Authorized Shares

The aggregate number of shares of Common Stock which may be issued or transferred pursuant to awards granted under the Plan may not exceed 2,500,000 shares of Common Stock. The number of shares that may be issued to any individual under the Plan (when combined with all other securities-based arrangements of the Company, as applicable) may not exceed 2% of the Company’s outstanding number of issued shares from time to time.

The maximum number of shares subject to awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $750,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes).

In the event of certain changes in the capitalization of the Company, the Administrator will adjust the number, class and type of securities available for issuance under the Plan and all awards shall be adjusted in accordance with certain tax requirements. Except as described below, shares subject to an award under the Plan that are terminated, cancelled or forfeited will be available for subsequent awards under the Plan. Shares withheld in payment of the exercise price of an option or withholding taxes related to an award will be returned to the Plan share reserve for future grants of awards under the Plan and will not reduce the Plan Share Reserve. To the extent an award under the Plan is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Plan Share Reserve.

Eligibility and Participation

Eligibility to participate in the Plan is generally limited to employees, consultants, directors, and officers of the Company or any affiliate.

Types of Awards under the Plan

The Plan authorizes the Administrator to grant awards, individually or collectively, to recipients in any of the following forms, subject to such terms, conditions and provisions as the Administrator may determine to be necessary or desirable:

• Nonqualified stock options (“NSOs”);

• Restricted share units (“RSUs”);

• Performance share units (“PSUs”);

• Director share units (“DSUs”);

• Performance cash units (“PCUs”); and

• Other equity-based awards.

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Term of Awards

The term of each award will be determined by the Administrator and stated in the award agreement. In the case of an option, the term may not exceed ten years from the grant date or such shorter term as may be provided in the award agreement.

Options

Stock options entitle the option holder to purchase shares at a price established by the Administrator. The Administrator will determine the terms of the options including the vesting and other conditions that must be satisfied for the vesting and exercisability of such awards.

Exercise Price

The Administrator will determine the exercise price of each option at the date of grant, which price may not be less than 100% of the fair market value of the underlying Shares on the date of grant. The Plan prohibits the reduction of the exercise price of options without stockholder approval, other than in connection with a change in the Company’s capitalization.

Exercise of Options

An option holder may exercise his or her Options by delivering notice of the number of Options that are being exercised accompanied by payment in full of the applicable exercise price, in such form and pursuant to such procedures as the Company may designated from time to time, and may consist of any consideration and method of payment authorized by the Board and permitted by the award agreement and the Plan.

Separation from Service

In the event that a Plan participant’s service with the Company ceases during the vesting period, any unvested options, RSUs, PSUs and PCUs held by the participant shall expire and be forfeited immediately, provided however that the Administrator shall have the absolute discretion to accelerate the vesting of such awards. In respect of options, except as otherwise provided in an award agreement, vested options must be exercised in accordance with the terms of the Plan by the earlier of the first anniversary date of the termination of service or the expiry date of the option. In respect of PSUs and PCUs, should the Administrator choose to accelerate vesting of PSUs or PCUs, performance vesting conditions will be waived. In respect of DSUs, all unvested DSUs will automatically vest on the first business day following the date the individual ceases to hold any directorship with the Company or an affiliate.

Stock Awards

Stock awards, including RSUs, PSUs, DSUs and other types of awards deriving their value from the Shares, may be granted under the Plan. These stock awards may be denominated in Shares or units payable in Shares (e.g., RSUs), and may be settled in cash, Shares, or a combination of cash and Shares. Dividend equivalent rights, which represent a right to receive the equivalent value of dividends paid on Shares, may be granted in connection with DSUs. The Administrator will determine the terms of stock awards, including the vesting and other conditions that must be satisfied for the vesting of such awards.

Tax Withholding

The Administrator may require a recipient to remit and will have the right to deduct or withhold an amount sufficient to satisfy applicable withholding tax requirements with respect to any award granted under the Plan.

Change in Control

The effect, if any, of certain transactions described in the Plan constituting a change in control of the Company on any awards outstanding at the time immediately prior to such change in control will be specifically set forth in the corresponding award agreement, or if no such treatment is specified, then such outstanding awards shall be subject to any agreement of purchase, merger or reorganization that effects such change in control, which agreement shall provide for treatment of such awards.

Termination and Amendment of the Plan

The Board or the Committee may amend, suspend, or terminate the Plan or any award at any time, subject to any required stockholder approval and any required consent from participants to the extent required under the Plan or by applicable law.

Term of Plan

The Plan will become effective on the date of the admission of the Company to, and the listing of shares for trading on, the Nasdaq, and will continue in effect until terminated through a resolution by the Board, provided that the termination of the Plan will not affect awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such awards.

Outstanding Equity Awards at Fiscal Year End

In connection with the Reorganization and the distribution of our Common Stock, our directors and NEOs will receive CDIs or shares of Common Stock with respect to the ABR ordinary shares they own in the same manner as other ABR shareholders. Where the shares of ABR ordinary shares held by our directors and NEOs prior to the Reorganization and distribution of our Common Stock are subject to vesting requirements, restrictions on transfer or other similar conditions, the CDIs or shares of Common Stock they receive pursuant to the Reorganization will continue to be subject to substantially equivalent requirements, restrictions and conditions.

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In cases where a director or officer was a director or officer of ABR prior to the Reorganization, we will cancel each of the outstanding options to acquire ordinary shares of ABR held by the director or officer and issue replacement options representing the right to acquire shares of our Common Stock on the basis of one replacement option for every ten existing ABR options held (rounded up to the nearest whole number of replacement options). Each replacement option will be vested to the same extent and have the same terms as the existing ABR options held (provided that any references in the existing terms to ABR will be deemed to be references to the Company), except that in connection with issuance of replacement options, the exercise price will be adjusted as appropriate to preserve (but not increase) the economic value of the award to its recipient.

The following table sets forth the outstanding equity awards expected to be held by our directors and NEOs immediately after the Reorganization, based on the equity awards held under ABR’s plans as of February 8, 2022 and awards expected to be made after that date and prior to the date of the Reorganization.

Name	Number of Common Stock Underlying Unexercised Options Currently Exercisable		Number of Common Stock Underlying Unexercised Options Not Currently Exercisable		Option Exercise Price (A$)		Option Expiration Date
Named Executive Officers
Henri Tausch		—		500,000		2.00		June 1, 2025	(1)
Tyson Hall		—		300,000		2.00		June 1, 2025	(1)
Paul Weibel		—		50,000		2.00		June 1, 2025	(1)
		—		200,000		2.25		November 30, 2025	(2)
Directors
David Salisbury		200,000		—		0.90		July 6, 2024
Stephen Hunt		25,000		—		0.50		November 5, 2022
Sen Ming Lim		—		—		—		—
Palvi Mehta		—		—		—		—
All directors and named executive officers as a group
(seven persons)

⁽¹⁾  Options vest over three years in equal installments each year.

⁽²⁾  Options vest 40% after 24 months of continued employment and the remaining 60% vest after 36 months of continued employment.

Substitute Options

In connection with the Reorganization, options to purchase ABR ordinary shares that were outstanding immediately prior to the consummation of the Reorganization were cancelled and replaced with substitute options to acquire shares of Common Stock. The substitute options are subject to substantially similar provisions applicable to the cancelled options, including the vesting conditions and option term, except that the number of shares of Common Stock issuable pursuant to each option will be equal to the number of ABR ordinary shares, multiplied by the conversion ratio and the exercise price of the substitute options will be equal to the exercise price of the cancelled options divided by the conversion ratio.

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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Person Transactions

Since September 30, 2018, there have been no transactions, and there currently are no proposed transactions in which the Company or ABR were or are to be a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of our total assets as of the end of last three completed fiscal years. A related person is any executive officer, director, nominee for director or holder of 5% or more of our Common Stock, or an immediate family member of any of those persons.

Our Board of Directors has adopted a policy regarding transactions affecting director independence as part of a comprehensive governance program. This policy regarding transactions between us or any of our affiliates and our directors, officers and employees is set forth in writing in our Corporate Governance Guideline and our Code of Business Conduct. These documents are available on the Company’s website. The Board of Directors believes these documents promote the effective functioning of the Board, its committees and management. Accordingly, they are periodically reviewed and revised, as appropriate.

If an actual or potential conflict of interest arises for any director, the director is required to notify the Board and is not allowed to participate in any discussions or vote on any transaction associated with the actual or potential conflict of interest. The Board approves any transactions with our Chief Executive Officer and our Chief Executive Officer approves any transactions with any other executive officer.

Director Independence

In conjunction with our Nasdaq listing, the Board of Directors will affirmatively determine whether each non-employee director is independent under the rules of Nasdaq and the SEC. As contemplated by Nasdaq rules, the Board will also adopt categorical standards to assist it in making independence determinations. However, in making independence determinations, the Board considers and reviews all relationships with each director, whether or not they fall within the categorical standards. None of the independent directors has relationships relevant to an independence determination that were outside the scope of the Board’s categorical standards.

Our Board of Directors has affirmatively determined that Mr. Hunt, Ms. Mehta and Mr. Salisbury are independent directors under Nasdaq rules applicable to the directors serving on our Board. The Board has further determined that Mr. Hunt and Ms. Mehta qualify as independent directors under Nasdaq rules applicable to membership on our Audit Committee. In addition, the Board has determined that each of the members of our Audit Committee is “financially literate” pursuant to the listing standards of Nasdaq, and that Ms. Mehta is an “audit committee financial expert,” as defined in applicable SEC rules, because of her individual extensive financial experience.

For additional detail on the independence of the members on each of our committees and their satisfaction of the required qualification standards for membership on those committees, see “Item 5. – Directors and Executive Officers—Additional Board Information—Independence” and “Item 5. – Directors, Executive Officers—Additional Board Information—Committee Member Qualifications” of this Registration Statement, which is incorporated herein by reference.

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ITEM 8. LEGAL PROCEEDINGS

Other than as given below, as of the date of this Registration Statement, we are not a party to any pending legal proceedings, nor are we aware of any civil proceeding or government authority contemplating any legal proceeding, and to our knowledge, no such proceedings by or against the Company have been threatened. We anticipate that we and our subsidiaries may from time to time in the future become subject to claims and legal proceedings 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 materially adverse effect on our business, financial condition, cash flows or results of operations.

FCCC has filed a complaint with the Superior Court of California (the “Court”) as plaintiff with Aperion Energy Group LLC (“AEG”) as the defendant. The claim relates to a dispute arising under an energy service agreement (“ESA”) between the FCCC and AEG. Under the ESA, AEG was to supply two natural gas generators and act as FCCC’s agent for natural gas purchases in respect of the Project. In May 2021, the Company delayed Phase 1A of the Project and the Company relied on the termination clause in the ESA, which provided for a termination option prior to commercial operations. FCCC and AEG dispute the amounts owing under ESA. The complaint has been filed and consumed by the Court.

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ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for the Registrant’s Equity

The Company’s Common Stock is currently not traded on any public market and there has been no trading market to date. We cannot predict with certainty the effect, if any, that market sales of CDIs or shares of Common Stock or the availability of CDIs or shares of Common Stock for sale will have on the market price prevailing from time to time. The sale of substantial amounts of CDIs or shares of Common Stock in the public market or the perception that such sales could occur could adversely affect the prevailing market price of CDIs or shares of Common Stock and our ability to raise equity capital in the future.

American Pacific Borates Limited’s ordinary shares have traded on the ASX under the trading symbol “ABR.” The shares will be delisted and will cease trading upon the completion of the Reorganization. We have applied to have our Common Stock listed on Nasdaq under the symbol “FEAM” upon completion of the Reorganization. There can be no assurance that the listing application will be approved or that an active U.S. trading market for our Common Stock will develop.

Upon completion of the Reorganization, we expect that we will have approximately 42,168,526 shares of our Common Stock outstanding held by approximately 4,017 record holders. Based on elections made or expected to be made by holders of ABR ordinary shares in connection with the Reorganization, we expect that approximately 27,168,525 of the Company’s outstanding shares as of the completion of the Reorganization will be represented by CDIs.

Upon completion of the Reorganization, which is being conducted in reliance upon the exemption from registration provided under Section 3(a)(10) of the Securities Act, the Company will issue to the shareholders of ABR either one share of the Company’s Common Stock for every ten ordinary shares of ABR or one CHESS Depositary Interest over the Company’s Common Stock (a “CDI”) for every one ordinary share of ABR, in each case, as held on the Scheme record date. Eligible shareholders of ABR (those whose residence at the record date of the Scheme is in Australia, New Zealand, Canada, Hong Kong, Ireland, Papua New Guinea, Singapore, Malaysia, Thailand, or the United States) will receive CDIs by default. In order to receive Common Stock, eligible shareholders must complete and submit an election form to ABR’s registry no later than 5:00 pm (AEDT) on March 2, 2022. Ineligible shareholders will not receive CDIs or shares of Common Stock but will instead receive the proceeds from the sale of the CDIs to which they would otherwise be entitled by a broker appointed by ABR. The appointed broker will sell the CDIs in accordance with the terms of a sale facility agreement and will remit the proceeds to ineligible shareholders. Additionally, the Company will cancel each of the outstanding options to acquire ordinary shares of ABR and issue replacement options representing the right to acquire shares of the Company’s Common Stock on the basis of one replacement option for every ten existing ABR options held. The Company will maintain an ASX listing for its CDIs, with each CDI representing 1/10th of a share of Common Stock. Holders of CDIs will be able to trade their CDIs on the ASX after implementation of the Scheme and holders of shares of the Company’s Common Stock will be able to trade their shares on Nasdaq.

Shares of Common Stock that are held by persons who are not “affiliates” of the Company, as that term is defined in Rule 144 under the Securities Act, will be freely transferrable without restriction or registration under the Securities Act immediately following the completion of the Reorganization. The resale shares of Common Stock that are held by our affiliates will be subject to the certain conditions under Rule 144. These shares are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under the Securities Act, such as sales pursuant to Rule 144.

Rule 144

In general, under Rule 144, beginning 90 days after the effective date this Registration Statement a person (or persons whose shares of Common Stock are required to be aggregated) who is an affiliate of the Company is entitled to sell in any three-month period a number of shares of Common Stock that does not exceed the greater of:

• 1% of the number of shares of the Company’s Common Stock then outstanding, including shares represented by CDIs, which will equal approximately 420,185 shares immediately after completion of the Reorganization; or

• the average weekly trading volume in the shares of our Common Stock on the Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale;

• except that, in the case of restricted securities, at least six months have elapsed since the later of the date such shares were acquired from us or any of our affiliates.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An “affiliate” of ours is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with us.

Under Rule 144, a person (or persons whose shares are required to be aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who holds shares of Common Stock that are restricted securities, may sell such shares provided that at least six months have elapsed since the later of the date such shares were acquired from us or from any of our affiliates and subject to the availability of current information about us. If at least one year has elapsed since the later of the date such shares were acquired from us or from any of our affiliates, such non-affiliate of ours may sell such shares without restriction under Rule 144.

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Rule 701

In general, under Rule 701 of the Securities Act as in effect on the date of this Registration Statement, any of our employees, officers, directors or consultants who purchased or receive shares from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701, or other contract to resell such shares in reliance upon Rule 144, but without compliance with the notice, manner of sale, public information requirements, or volume limitation provisions of Rule 144. Subject to any applicable lock-up agreements, Rule 701 provides that persons who are our “affiliates” as defined in Rule 144 during the immediately preceding 90 days may resell those shares beginning 90 days after the date of this Registration Statement without complying with the minimum holding period requirements under Rule 144 and that persons who are not our “affiliates” may sell such shares in reliance on Rule 144 beginning 90 days after the date of this Registration Statement without complying with the minimum holding period, public information, volume limitation or notice requirements of Rule 144.

The SEC has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

10b5-1 Plans

After the completion of the Reorganization, certain of our director, executive officers and employees may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act.

Registration Rights

Following completion of the Reorganization, we may grant our directors and executive officers various rights with respect to the registration of the sale of shares of our Common Stock under the Securities Act. Registration of the sale of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates.

Registration Statement

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of our Common Stock reserved for future issuance under our equity incentive compensation plan. We expect to file the registration statement covering these shares shortly after completion of the Reorganization. The registration statement will be effective immediately upon filing and will permit the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.

Dividends

To the date of this Registration Statement, ABR and the Company have not declared nor paid any dividends, and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will depend upon our financial condition, operating results, capital requirements, restrictions in our agreements, and other factors that our Board of Directors deems relevant.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the shares of common voting stock of the Company is Computershare Trust Company, N.A.

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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

Unregistered Securities

In connection with the formation of the Company, the Company issued one share of its Common Stock to ABR, its corporate parent, on October 11, 2021, through a private placement outside of the United States.

The Company will issue shares of its Common Stock to the former holders of ABR ordinary shares upon consummation of the Scheme. These shares will be issued in an exempt transaction pursuant to Section 3(a)(10) of the Securities Act. Except for the foregoing, there has been no sale of unregistered securities of the Company in the last three years.

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ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Description of Capital Stock

The following description of our capital stock is a summary. The complete text of our Certificate of Incorporation and Bylaws are each included as exhibits to this Registration Statement and are incorporated by reference herein. Our authorized share capital is 200,000,000 divided into 180,000,000 shares of Common Stock, par value of $0.01 per share, and 20,000,000 shares of preferred stock, par value of $0.01 per share (“Preferred Stock”). Immediately after the completion of the Reorganization, based on the number of ABR ordinary shares outstanding as of February 8, 2022, we expect that there will be approximately 42,168,526 shares of our Common Stock issued and outstanding held by approximately 4,017 record holders. As of immediately after the completion of the Reorganization, we expect that no shares of Preferred Stock will be issued and outstanding. The actual number of stockholders will be considerably greater than the number of stockholders of record and will include stockholders who are beneficial owners but whose CDIs or shares of Common Stock are held in street name by brokers and other nominees.

Common Stock

Except as otherwise required by law, as provided in our Certificate of Incorporation or as provided in the resolution or resolutions, if any, adopted by our Board of Directors with respect to any series of the Preferred Stock, the holders of our Common Stock will exclusively possess all voting power. Each holder of shares of Common Stock will be entitled to one vote for each share held by such holder. Subject to the rights of holders of any series of outstanding Preferred Stock, holders of shares of our Common Stock will have equal rights of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by our Board of Directors from time to time out of assets or funds legally available therefor and will have equal rights to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary.

CDIs

CDIs confer the beneficial ownership of our Common Stock on each CDI holder, with the legal title to such securities held by an Australian depositary entity, CHESS Depositary Nominees Pty Ltd. (the “Depositary Nominee”). The Depositary Nominee will be the registered holder of those shares of our Common Stock held for the benefit of holders of CDIs. The Depositary Nominee does not charge a fee for providing this service. Ten CDIs will represent an interest in one share of our Common Stock. Holders of CDIs will not hold the legal title to the underlying shares of our Common Stock to which the CDIs relate, as the legal title will be held by the Depositary Nominee. Each holder of CDIs will, however, have a beneficial interest in the underlying shares in our Common Stock. Each holder of CDIs that elects to vote at a stockholders meeting will be entitled to one vote for every 10 CDIs held by such holder. In order to vote at a stockholder meeting, a CDI holder may:

• instruct the Depositary Nominee, as legal owner of the shares of Common Stock, to vote the Common Stock represented by their CDIs to vote the shares of our Common Stock represented by their CDIs in a particular manner. A voting instruction form will be sent to holders of CDIs and must be completed and returned to the share registry for the CDIs prior to a record date fixed for the relevant meeting, or the Voting Instruction Receipt Time, which is notified to CDI holders in the voting instructions included in a notice of meeting;

• inform us that they wish to appoint themselves or a third party as the Depositary Nominee’s proxy with respect to our shares of Common Stock underlying the holder’s CDIs for the purposes of attending and voting at the meeting. The instruction form must be completed and returned to the share registry for the CDI prior to the CDI Voting Instruction Receipt Time; or

• convert their CDIs into shares of our Common Stock and vote those shares at the meeting. The conversion must be undertaken prior to a record date fixed by the Board of Directors for determining the entitlement of members to attend and vote at the meeting. If the holder later wishes to sell their investment on the ASX, it would first be necessary to convert those shares of Common Stock back to CDIs. Further details on the conversion process are set out below.

Voting instruction forms and details of these alternatives are included in each notice of meeting sent to CDI holders by the Company.

Conversion of CDIs to shares of Common Stock

CDI holders may at any time convert their CDIs to a holding of shares of Common Stock by instructing the share registry for the CDIs, either:

• Directly in the case of CDIs held on the issuer sponsored sub-register operated by the Company (holders of CDIs will be provided with a CDI issuance request form to return to the share registry for the CDIs); or

• Through their “sponsoring participant” (usually their broker) in the case of CDIs which are held on the CHESS sub-register (in this case, the sponsoring broker will arrange for completion of the relevant form and its return to the share registry for the CDIs).

In both cases, once the share registry for the CDIs has been notified, it will arrange the transfer of the relevant number of shares of Common Stock from the Depositary Nominee into the name of the CDI holder in book entry form or, if requested, deliver the relevant shares of Common Stock to their DTC participant in the United States Central Securities Depositary. The share registry for the CDIs will not charge a fee for the conversion (although a fee may be payable by market participants). Holding shares of Common Stock will, however, prevent a person from selling their shares of Common Stock on the ASX, as only CDIs can be traded on that market.

Conversion of shares of Common Stock to CDIs

Shares of Common Stock may be converted into CDIs and traded on the ASX. Holders of shares of Common Stock may at any time convert those shares to CDIs by contacting the Company’s transfer agent. The underlying shares of Common Stock will be transferred to the Depositary Nominee, and CDIs (and a holding statement for the corresponding CDIs) will be issued to the relevant security holder. No trading in the CDIs may take place on the ASX until this conversion.

The Company’s transfer agent will not charge a fee to a holder of shares of Common Stock seeking to convert their shares of Common Stock to CDIs, although a fee may be payable by market participants.

In either case, it is expected that each of the above processes will be completed within 24 hours, provided that the Company’s transfer agent is in receipt of a duly completed and valid request form. No guarantee can, however, be given about the time required for this conversion to take place.

Dividends and Other Shareholder Entitlements

Holders of CDIs are entitled to receive all the direct economic benefits and other entitlements in relation to the underlying shares of Common Stock that are held by the Depositary Nominee, including dividends and other entitlements that attach to the underlying shares of Common Stock.

It is possible that marginal differences may exist between the resulting entitlement of a holder of CDIs and the entitlements that would have accrued if a holder of CDIs held their holding directly as shares of Common Stock. As the ratio of CDIs to Common Stock is not one-to-one, and any entitlement will be determined on the basis of shares of Common Stock rather than CDIs, a holder of CDIs may not always benefit to the same extent (e.g. from the rounding up of fractional entitlements). We will, however, be required by the ASX Settlement Rules to minimize any such differences where legally permissible. If a cash dividend or any other cash distribution is declared in a currency other than Australian dollars, we currently intend to convert that dividend or other cash distribution to which a holder of CDIs is entitled to Australian dollars and distribute it to the relevant holder of CDIs in accordance with their entitlement.

Due to the need to convert dividends from United States dollars to Australian dollars in the above mentioned circumstances, holders of CDIs may potentially be advantaged or disadvantaged by exchange rate fluctuations, depending on whether the Australian dollar weakens or strengthens against the United States dollar during the period between the resolution to pay a dividend and conversion into Australian dollars.

Takeovers

If a takeover bid is made in respect of any of our Common Stock of which the Depositary Nominee is the registered holder, the Depositary Nominee is prohibited from accepting the offer made under the takeover bid except to the extent that acceptance is authorized by the CDI holders in respect of the shares of Common Stock represented by their holding of CDIs.

The Depositary Nominee must accept a takeover offer in respect of shares of Common Stock represented by a holding of CDIs if the relevant holder of CDIs instructs it to do so and must notify the entity making the takeover bid of the acceptance.

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Preferred Stock

Our Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, as are stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors. The authority of the Board of Directors with respect to each series of Preferred Stock includes determination of the following:

• the designation of the series;

• the number of shares of the series;

• the dividend rate or rates on the shares of that series, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

• whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of such voting rights;

• whether the series will have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

• whether or not the shares of that series will be redeemable, in whole or in part, at the option of the Company or the holder thereof and, if made subject to such redemption, the terms and conditions of such redemption, including the date or dates upon or after which they will be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at different redemption rates;

• the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

• the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment of shares of that series;

• the restrictions, if any, on the issue or reissue of any additional Preferred Stock; and

• any other relative rights, preferences and limitations of that series.

89

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no lo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Delaware law further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding of the types referred to above, or in defense of any claim, issue or matter therein, Delaware law provides that such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Our Certificate of Incorporation and Bylaws require us to indemnify and hold harmless to the fullest extent permitted by applicable law, as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. The Company is required to indemnify a person in connection with such a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors.

We are further required under our Bylaws to pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director or officer of the Company in defending any such proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under our Certificate of Incorporation and Bylaws or otherwise.

The rights conferred on any person by our Certificate of Incorporation and Bylaws are not exclusive of any other right which such person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office.

Any amendment, repeal or modification of the indemnification provisions contained in our Certificate of Incorporation or Bylaws will not adversely affect any right or protection of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

We have entered into individual indemnification agreements with each of our directors and executive officers that require us to provide indemnification and advancement of expenses in accordance with our Certificate of Incorporation and Bylaws and that include certain additional provisions, including a requirement that we pay or reimburse the payment of attorneys’ fees and expenses in connection with any action by a director or executive officer to enforce the provisions of his or her indemnification agreements against us.

90

We also maintain directors and officers liability insurance that provides coverage with respect to liabilities asserted against our directors and executive officers incurred in such capacity, or arising out of his or her status as such. This insurance may in certain cases provide coverage with respect to liabilities for which the Company would not have the power to indemnify its directors and executive officers under Delaware law.

Limitation on Liability of Directors

Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer, in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision may not limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends or stock purchases or redemptions or (iv) any transaction from which the director derived an improper personal benefit.

Our Certificate of Incorporation provides that, to the fullest extent permitted under Delaware law, none of our directors will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.

91

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

The financial statements required to be included in this Registration Statement appear beginning on page F-1.

92

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

93

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

The financial statements required to be included in this Registration Statement appear beginning on page F-1.

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Title
2.1#	Scheme Implementation Agreement dated as of October 11, 2021 between American Pacific Borates Limited and 5E Advanced Materials, Inc.
3.1	Certificate of Incorporation of 5E Advanced Materials, Inc.
3.2	Amended and Restated Bylaws of 5E Advanced Materials, Inc.
10.1+	5E Advanced Materials, Inc. 2022 Equity Compensation Plan
10.2	Form of Indemnification Agreement for Directors and Officers
10.3	Mineral Lease Agreement between Fort Cady (California) Corporation and Elementis Specialties, Inc.
10.4	First Amendment to Mineral Lease Agreement between Fort Cady (California) Corporation and Elementis Specialties, Inc.
10.5#+	Offer Letter from Fort Cady (California) Corporation to Mr. Tausch
10.6#+	Offer Letter from Fort Cady (California) Corporation to Mr. Weibel
10.7#+	Offer Letter from Fort Cady (California) Corporation to Mr. Hall
10.8+	Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel
10.9	Letter dated November 4, 2021 by 5E Advanced Materials, Inc. to ASX Limited regarding acknowledgement of CHESS Depositary Nominee (CDN) Function
10.10+	Offer Letter from 5E Advanced Materials, Inc. to Ms. Mehta
10.11+	Offer Letter from 5E Advanced Materials, Inc. to Mr. Hunt
10.12+	Offer Letter from 5E Advanced Materials, Inc. to Mr. Lim
10.13+	Offer Letter from 5E Advanced Materials, Inc. to Mr. Salisbury
21.1	Subsidiaries of the Registrant
96.1	Initial Assessment Report of Millcreek Mining Group dated as of February 7, 2022

# Schedules have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

+ Management contract or compensatory plan, contract or arrangement.

94

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

5E ADVANCED MATERIALS, INC.
By:	/s/ Henri Tausch
	Name:    Henri Tausch
	Title:      Chief Executive Officer

Date: February 9, 2022

5E Advanced Materials, Inc.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets of ABR as of June 30, 2021 and 2020	F-3
Consolidated Statements of Operations and Comprehensive (Income) Loss of ABR for the fiscal years ending June 30, 2021 and 2020	F-4
Consolidated Statements of Changes in Stockholders’ Equity of ABR for the fiscal years ending June 30, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for ABR for the fiscal years ending June 30, 2021 and 2020	F-6
Notes to Consolidated Financial Statements of ABR for June  30, 2021 and 2020	F-7
Unaudited Condensed Consolidated Balance Sheets of ABR as of December 31, 2021 and June 30, 2021	F-22
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss of ABR for the three and six months ended December 31, 2021 and 2020	F-23
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity of ABR for the three and six months ended December 31, 2021 and 2020	F-24
Unaudited Condensed Consolidated Statements of Cash Flows of ABR for the six months ended December 31, 2021 and 2020	F-26
Notes to Unaudited Condensed Consolidated Financial Statements of ABR for December 31, 2021 and 2020	F-27

F-1

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

American Pacific Borates LTD

Western Australia

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of American Pacific Borates LTD (the “Company”) as of June 30, 2021 and 2020, the related consolidated statements of operations and comprehensive loss (income), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company’s auditor since 2021.

Spokane, Washington

December 8, 2021

F-2

AMERICAN PACIFIC BORATES LTD

CONSOLIDATED BALANCE SHEETS

	JUNE 30,
	2021			2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	40,811,269		$	26,639,953
Prepaid expenses and other current assets		158,620			175,382
Total current assets		40,969,889			26,815,335
MINERAL RIGHTS AND PROPERTIES, Net		8,080,709			7,888,500
CONSTRUCTION IN PROGRESS		12,765,285			2,938,075
PROPERTIES, PLANT AND EQUIPMENT, Net		1,495,436			689,218
RECLAMATION BOND DEPOSIT		1,084,408			305,129
RIGHT OF USE ASSET		213,109			—
TOTAL ASSETS	$	64,608,836		$	38,636,257
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	1,454,132		$	2,630,115
Accrued payroll		140,777			127,846
Lease liability, current		90,815			—
Total current liabilities		1,685,724			2,757,961
LONG-TERM DEBT		92,532			94,748
LEASE LIABILITY		124,699			—
ACCRUED RECLAMATION LIABILITIES		377,292			297,997
Total liabilities		2,280,247			3,150,706
COMMITMENTS AND CONTINGENCIES (Note 13)
STOCKHOLDERS’ EQUITY
Capital shares 383,906,237 and 304,560,670 shares outstanding, respectively		90,781,546			52,977,240
Additional paid-in capital		10,781,866			4,406,086
Accumulated other comprehensive income (loss):
Reporting currency translation		1,416,664			(499,456	)
Accumulated deficit		(40,651,487	)		(21,398,319	)
Total stockholders’ equity		62,328,589			35,485,551
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	64,608,836		$	38,636,257

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

F-3

AMERICAN PACIFIC BORATES LTD

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (INCOME)

	FOR THE YEAR ENDED JUNE 30,
	2021			2020
COST AND EXPENSES
Exploration and evaluation	$	2,287,732		$	1,819,230
General and administrative		11,636,733			4,169,357
Environmental and reclamation		3,678,008			—
Depreciation expense		31,050			6,470
Total cost and expenses		17,633,523			5,995,057
LOSS FROM OPERATIONS		(17,633,523	)		(5,995,057	)
NON-OPERATING INCOME (EXPENSE)
Hydrology income		45,328			54,548
Other income		—			73,115
Interest income		8,745			9,107
Interest expense		(5,204	)		(236,838	)
Net foreign exchange loss		(1,668,514	)		(97,963	)
Total non-operating (expense)		(1,619,645	)		(198,031	)
NET LOSS		(19,253,168	)		(6,193,088	)
OTHER COMPREHENSIVE LOSS (INCOME)
Reporting currency translation		(1,916,120	)		(1,588	)
NET LOSS AND OTHER COMPREHENSIVE LOSS	$	(17,337,048	)	$	(6,191,500	)
Net loss per common share – basic and diluted	$	(0.06	)	$	(0.03	)
Weighted average common shares outstanding — basic and diluted		341,872,371			222,099,290

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

F-4

AMERICAN PACIFIC BORATES LTD

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

								Accumulated
						Additional		Other						Total
	Common Stock					Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount			Capital		Income (Loss)			Deficit			Equity
Balance at July 1, 2019		208,442,224	$	24,372,157		$	1,750,289	$	(501,044	)	$	(15,205,231	)	$	10,416,171
Shares issued for:
Cash		81,750,000		28,422,356			—		—			—			28,422,356
Exercise of stock options		12,303,984		2,453,988			—		—			—			2,453,988
Conversion of convertible notes		2,064,462		338,216			—		—			—			338,216
Shares issuance costs		—		(2,609,477	)		—		—			—			(2,609,477	)
Share based compensation		—		—			2,655,797		—			—			2,655,797
Net loss		—		—			—		—			(6,193,088	)		(6,193,088	)
Other comprehensive income (loss)		—		—			—		1,588			—			1,588
Balance at June 30, 2020		304,560,670	$	52,977,240		$	4,406,086	$	(499,456	)	$	(21,398,319	)	$	35,485,551
Shares issued for:
Cash		51,282,051		30,109,764			—		—			—			30,109,764
Exercise of stock options		23,941,849		6,963,995			—		—			—			6,963,995
Consulting fees		80,000		32,076			—		—			—			32,076
Shares issuance costs		—		(1,573,496	)		—		—			—			(1,573,496	)
Shares to be issued from exercise of stock options		4,041,667		2,271,967			—		—			—			2,271,967
Share based compensation		—		—			6,375,780		—			—			6,375,780
Net loss		—		—			—		—			(19,253,168	)		(19,253,168	)
Other comprehensive income (loss)		—		—			—		1,916,120			—			1,916,120
Balance at June 30, 2021		383,906,237	$	90,781,546		$	10,781,866	$	1,416,664		$	(40,651,487	)	$	62,328,589

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

F-5

AMERICAN PACIFIC BORATES LTD

CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE YEAR ENDED JUNE 30,
	2021			2020
Cash Flows From Operating Activities:
Net loss	$	(19,253,168	)	$	(6,193,088	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		31,050			6,470
Interest earned on reclamation bond		(2,629	)		(6,021	)
Share based compensation		6,375,780			2,655,797
Common stock issued for consulting fees		32,076			—
Net foreign exchange loss		1,668,514			23,114
Change in:
Prepaid expenses and other current assets		16,762			73,161
Accounts payable and accrued liabilities		230,694			950,459
Accrued payroll		12,931			109,356
Net cash used by operating activities		(10,887,990	)		(2,380,752	)
Cash Flows From Investing Activities:
Additions to construction in progress		(12,029,506	)		(1,409,379	)
Additions to mineral rights and properties		(112,914	)		(105,806	)
Additions to properties, plant and equipment		(39,244	)		(76,370	)
Additions to reclamation bonds		(776,650	)		—
Net cash used by investing activities		(12,958,314	)		(1,591,555	)
Cash Flows From Financing Activities:
Payments on a note payable		(2,216	)		(1,252	)
Borrowings under convertible debt		—			2,000,000
Payments on convertible debt		—			(1,402,172	)
Borrowing costs		—			(260,871	)
Proceeds from issuance of common stock		30,109,764			28,422,356
Proceeds from exercise of stock options		9,235,962			2,453,988
Share offering costs		(1,573,496	)		(2,609,477	)
Net cash provided by financing activities		37,770,014			28,602,572
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		13,923,710			24,630,265
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH		247,606			(20,267	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		26,639,953			2,029,955
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	40,811,269		$	26,639,953
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash	$	3,046		$	236,838
NONCASH INVESTING AND FINANCING ACTIVITIES
Land purchased with note payable	$	—		$	96,000
Accounts payable change related to construction in progress additions		(1,404,272	)		1,528,696
Construction in progress transferred to properties, plant and equipment		798,024			—
Receipt and subsequent forgiveness of Paycheck Protection Program loan		—			73,115
Shares of common stock issued on conversion of convertible note payable		—			338,216
Recognition of operating lease liability and right of use asset		237,353			—

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

F-6

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business

The accompanying consolidated financial statements include the accounts of American Pacific Borates Limited (the “Company”), and its wholly owned subsidiaries, Fort Cady Holdings Pty Ltd. and Fort Cady (California) Corporation. The Company is limited by shares incorporated in Australia whose shares commenced public trading on the Australian Securities Exchange on July 28, 2017. The Company is an exploration stage company focused on becoming a fully integrated producer of boron specialty products and advanced materials. It is targeting boron applications in the field of clean energy transition, electric transportation, and other high-tech applications.

2. Summary of Significant Accounting Policies

Basis of Presentation - The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements are presented in U.S. dollars.

Basis of Consolidation - The consolidated financial statements comprise the financial statements of American Pacific Borates Limited and its wholly owned subsidiaries, Fort Cady (California) Corporation and Fort Cady Holdings Pty Ltd. Subsidiaries are those entities over which the Company has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether a Company controls another entity.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated in full.

Foreign Currency Translation

Functional and reporting currency

Items included in the consolidated financial statements of the Company and each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional currency of the Company and its wholly owned subsidiary, Fort Cady Holding Pty Ltd is the Australian dollar. The functional currency of Fort Cady (California) Corporation is the U.S. dollar. The reporting currency for these consolidated financial statements is U.S. dollars.

Transactions in foreign currency

Transactions made in a currency other than the functional currency are remeasured to the

functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency transaction gains and losses are included in profit or loss.

F-7

Translation to reporting currency

The results and financial position of entities that have a functional currency different from the reporting currency are translated into the reporting currency as follows:

• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting date.

• Income and expenses for each statement of operations are translated at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions.

• All resulting exchange differences are recognized in other comprehensive income or loss.

Use of Estimates - In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may include those pertaining to the estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, reclamation liabilities, and share based compensation.

Cash and Cash Equivalents - Cash and cash equivalents consist of cash and liquid investments with an original maturity when acquired of three months or less. As of June 30, 2021 and 2020, cash and cash equivalents consisted of $433,141 and $491,736, respectively, of funds held in bank accounts with financial institutions in the United States and $40,378,128 and $26,148,217, respectively, of funds held in bank accounts with financial institutions in Australia.

Mineral Rights and Properties and Exploration and Evaluation Costs - Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration. Advance minimum royalty payments paid as part of a mineral lease are capitalized.

Exploration and evaluation costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off.

F-8

Drilling, development and related costs are either classified as exploration and evaluation and charged to operations as incurred, or capitalized, based on the following criteria:

• whether the drilling or development costs relate to a project that has been determined to be economically feasible, and a decision has been made to put the project into production; and

• whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) the Company can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to the Company’s right to or control of the benefit has already occurred.

Impairment of Long-Lived Assets - The carrying amount of long-lived assets is reviewed for impairment when events and circumstances indicate that such assets might be impaired. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.

Properties, Plant and Equipment - Properties, plant and equipment are recorded at historical cost. Depreciation and amortization are provided in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. Expenditures for improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Building	7 – 15 years
Vehicles	5 years
Equipment	5-10 years

Assets under construction (“Construction in progress”) include roads, fencing, tailings facility, and land improvements and will be depreciated in accordance with the Company’s depreciation policy once placed in service.

Reclamation Obligations – The Company’s mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Reclamation obligations are recognized when incurred and recorded as liabilities at estimated costs of future expenditures. Reclamation obligations are based on when spending for an existing disturbance will occur. The disturbance from construction, exploration, and development activities is reclaimed on an ongoing basis. Reclamation associated with environmental monitoring programs will be classified as a long-term liability; however, because the Company has not declared proven and probable reserves, the timing of these reclamation activities is uncertain as the reclamation areas will only be utilized once the mineral property is operating. For activities that do not qualify for asset capitalization, the costs associated with the obligation are charged to operations. For other activities, the costs will be added to the capitalized costs of the property and amortized over the useful life of the mineral property. The reclamation obligation in connection with mineral properties and interests are reviewed on an annual basis unless otherwise deemed necessary.

F-9

Reclamation obligations are secured by certificate of deposits held for the benefit of the state of California in amounts determined by applicable federal and state regulatory agencies. Reclamation bond deposits as of June 30, 2021 and 2020 were $1,084,408 and $305,129, respectively.

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Leases - Effective July 1, 2019, the Company adopted ASC 842, Leases. The impact of this adoption was immaterial. Under ASC 842, we determine if a contractual arrangement is, or contains, a lease at the inception date. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the consolidated balance sheets. The Company currently has no finance leases.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets could also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred.

F-10

Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these instruments approximate their carrying value unless otherwise noted.

Share Based Compensation - The fair value of share based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. The Company uses the Black-Scholes option valuation model to calculate the fair value of awards granted.

In the case of a share based compensation award that is either cancelled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. A forfeiture rate is not estimated when determining the fair value of the options on the grant date.

Loss per Common Share - Basic net loss per common share is computed by dividing net loss, by the weighted average number of common shares outstanding. Diluted loss per share includes any additional dilution from common stock equivalents. Diluted loss per share is not presented for the years ended June 30, 2021 and 2020, as the effect on the basic loss per share would be anti-dilutive.

Income Taxes - Income taxes are provided based upon the liability method of accounting pursuant to Accounting Standards Codification (“ASC”) 740-10-25, “Income Taxes – Recognition.” Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.

In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage the underlying businesses. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.

The Company evaluates uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

F-11

COVID 19 - Since March 2020, several measures have been implemented in the United States, Australia, and the rest of the world in response to the increased impact from the novel coronavirus (“COVID-19”). The full extent to which the COVID-19 pandemic and our precautionary measures may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time, including, but not limited to, the duration and geographic spread of the pandemic, its severity, the actions to contain the virus or treat its impact, future spikes of COVID-19 infections resulting in additional preventative measures to contain or mitigate the spread of the virus, the effectiveness, distribution and acceptance of COVID-19 vaccines, including the vaccines’ efficacy against emerging COVID-19 variants, and how quickly and to what extent normal economic and operating conditions can resume. We believe this could have an adverse impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during the current fiscal year.

Recently Issued Accounting Pronouncements – In December 2019, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on July 1, 2021, and does not expect ASU 2019-12 to have a material effect on the Company’s consolidated financial statements other than modification of income tax disclosure.

In August 2020, FASB issued ASU No. 2020-06–Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including condensed periods within those fiscal years and with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In May 2021, FASB issued ASU No. 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The updated is to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The update is effective for fiscal years beginning after December 15, 2021, including condensed periods within those fiscal years and with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

3. Mineral Rights and Properties, Net

The Company owns surface properties and the associated mineral rights for the Fort Cady Borate Project. The Company has capitalized the cost of drilling hydrology wells, which provide water for the project. For the years ended June 30, 2021 and 2020, the Company recognized hydrology income of $45,328 and $54,548, respectively. On October 1, 2011, Fort Cady (California) Corporation executed a 10-year net royalty lease agreement with Elementis Specialties Inc.

F-12

(“Elementis”) to explore, develop and mine boron and lithium on claims held by Elementis. Amounts paid prior to production are considered advanced royalty payments and capitalized. For the years ended June 30, 2021 and 2020, the Company paid Elementis advanced royalty payments of $107,502 and $105,806, respectively.

Mineral Rights and Properties as of June 30, 2021 and 2020 consisted of the following:

	2021		2020
Mineral properties – Fort Cady Borate Project	$	6,732,562	$	6,732,562
Hydrology wells		547,258		541,846
Mineral interest – Elementis lease		721,594		614,092
Asset retirement cost – (Note 8)		79,295		—
	$	8,080,709	$	7,888,500

4. Construction in Progress

Construction work in progress represents the equipment which has been acquired and is not in use and prepayments for design, engineering, and construction services in relation to the development of the Fort Cady Borate Project. As of June 30, 2021 and 2020, Construction in Progress consisted of the following:

	2021		2020
Crystallizer	$	5,544,359	$	2,109,100
Engineering services		3,182,279		310,000
Electric infrastructure		643,445		—
Filter system		634,986		—
Centrifuge system		382,683		158,665
Air compression		344,054		19,663
Boiler		287,613		—
Scrubbers		235,063		—
Water treatment		232,108		—
Pumps		67,273		—
Other		1,211,422		340,647
Total Construction in Progress	$	12,765,285	$	2,938,075

F-13

5. Properties, Plant and Equipment, Net

Properties, plant, and equipment, net as of June 30, 2021 and 2020 consisted of the following:

	2021			2020
Land	$	658,245		$	658,245
Buildings		717,253			11,125
Vehicles		73,202			33,959
Plant and equipment		91,897			—
		1,540,597			703,329
Less accumulated depreciation		(45,161	)		(14,111	)
Properties, plant and equipment, net	$	1,495,436		$	689,218

For the years ended June 30, 2021 and 2020, the Company recognized depreciation expense of $31,050 and $6,470, respectively.

6. Debt

Convertible Notes

On August 27, 2019, the Company announced that it had agreed to issue a $2,000,000 convertible note to Amvest Capital Mining Opportunities, LLC (“Amvest”). The interest rate associated with this borrowing was 12%. Interest totaling $349,390 was prepaid by the Company at the issue date. The borrowing was unsecured and was scheduled to mature in September 2021.

Amvest converted $338,216 of the balance to 575,037 and 1,489,425 shares of the Company’s common stock on November 5, 2019 and February 13, 2020, respectively. On February 14, 2020, the Company paid Amvest the remaining balance of the note ($1,402,172).

Note Payable for Land

On July 31, 2019, Fort Cady California (Corporation) entered into a 10-year, $96,000 installment note payable to purchase land. The interest rate associated with this borrowing is 3%. As of June 30, 2021 and 2020, the Company paid interest of $5,203 and $2,391, respectively.

7. Leases

Starting February 2021, the Company leases its office under an operating lease expiring in 2024. A right to use (“ROU”) asset was recognized with a corresponding lease liability on the effective date of the lease. To calculate right of use asset and lease liability, the Company utilized incremental borrowing rates ranging from 0.17% to 0.04% to discount the future rent payments. The remaining lease term as of June 30, 2021 is 2.7 years. During the year ended June 30, 2021, operating cash flows included cash payments of $23,647 related to the measurement of lease liabilities.

F-14

Future minimum annual lease payments under these existing lease agreements are as follows as of June 30, 2021:

For the year ending June 30,
2022	$	91,098
2023		74,343
2024		50,543
Total		215,984
Less imputed interest		(470	)
Net lease liability		215,514
Current portion		90,815
Long-term portion	$	124,699

Expense under operating leases, including short-term leases, for the years ended June 30, 2021 and 2020 was $81,297 and $55,209, respectively. This expense is included in General and Administrative expense on the Consolidated Statements of Operations and Comprehensive Loss (Income).

8. Reclamation Liabilities

The liabilities accrued for reclamation and closure costs as of June 30, 2021 and 2020 were as follows:

	2021		2020
Accrued reclamation costs	$	297,997	$	297,997
Asset retirement obligation		79,295		—
	$	377,292	$	297,997

Accrued reclamation costs of $297,997 relate to land disturbance for the Fort Cady Borate Project.

On June 30, 2021, the Company established an asset retirement obligation (“ARO”) relating to water monitoring wells as required by the Company’s Underground Injection Permit. Total estimated reclamation and closure costs for wells completed was $298,710 as of June 30, 2021. These estimated costs were discounted using credit adjusted, risk-free interest rate of 6.6% from the time the Company incurred the obligation to the time the Company expects to pay the retirement obligation. The discounted cash flows were $79,295. The balance will be adjusted in the future for accretion and revisions to the estimated costs and timing of the related expenditures.

Exploration and evaluation activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company believes that its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expect to make in the future, expenditures to comply with such laws and regulations. The ultimate amount of reclamation and other future site-restoration costs to be incurred for existing mining interests is uncertain.

F-15

9. Capital Stock

The Company does not have authorized capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.

During the years ended June 30, 2021 and 2020, the Company issued the following shares of common stock:

• Sold 51,282,051 and 81,750,000 shares of its capital stock for gross proceeds of $30,109,764 and $28,422,356, respectively.

• Issued 2,064,462 shares of its capital stock upon conversion of a note payable with a value of $338,216 during the year ended June 30, 2020.

• Issued 23,941,849 and 12,303,984 shares of its capital stock upon exercise of stock options for $6,963,995 and $2,453,988, respectively.

• Issued 80,000 shares of its common stock with a fair value of $32,076 for consulting fees.

• Recognized share issuance costs of $1,573,496 and $2,609,477, respectively.

• During the year ended June 30, 2021 the Company received funds totaling $2,271,967 for the conversion of 4,041,667 unlisted options into ordinary fully paid shares.

10. Share Based Compensation

The Company has established an employee share option plan (“ESOP”). The objective of the ESOP was to assist in the recruitment, reward, retention and motivation of employees and contractors. An individual may receive the options or nominate a relative or associate to receive the options. The plan is open to executive officers, employees, and eligible contractors of the Company. Additionally, the board can authorize options outside of the plan to suppliers and vendors. Vesting periods of options granted vary as determined by the board of directors. Total number of shares authorized for award of share options under the ESOP is limited to 5% of issued capital over a 3-year period. It is the Company’s policy to issue new shares of common stock to satisfy stock options.

The share based compensation cost recognized in the Consolidated Statements of Loss and Comprehensive Loss in General and administrative expense consisted of the following:

	For the year ended June 30,
	2021		2020
Options issued to employees and directors	$	4,652,723	$	895,431
Options issued to suppliers		1,723,057		1,760,366
Total share based compensation	$	6,375,780	$	2,655,797

F-16

In addition, the Company issued 9,166,667 options in connection with one of its private placements that had a fair value of $913,533 which was recognized as stock issuance costs during the year ended June 30, 2020.

The fair value of stock option awards granted to directors, officers, employees and/or consultants of the Company are estimated on the grant date using the Black-Scholes option valuation model and the closing price of our common shares on the grant date. The Company uses the Black-Scholes option valuation model because management believes the model is appropriate for the Company. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company.

The significant assumptions used to estimate the fair value of 17.0 million and 36.3 million stock option awards granted during the years ended June 30, 2021 and 2020, respectively, using the Black-Scholes option valuation model are as follows:

	2021	2020
Exercise price	AUD $0.90 - $2.50	AUD $0.50 - $0.80
Share price	AUD $0.575 -$2.02	AUD $0.135 - $0.51
Volatility	73% - 110%	74% - 101%
Expected term in years	1.0 to 4.0	1.0 to 4.0
Risk free interest rate	0.75%	1.25% - 2.23%
Dividend rate	Nil	Nil

The grant date fair value of options was approximately $5.6 million and $1.8 million during the years ended June 30, 2021 and 2020, respectively. The following table summarizes stock option activity for each of the years ended June 30, 2021 and 2020:

	For the year ended June 30,
	2021					2020
	Number of Options			Weighted Averaged Exercise Price		Number of Options			Weighted Averaged Exercise Price
Outstanding at beginning of year		67,423,794		AUD $	0.46		43,461,111		AUD $	0.32
Granted		17,000,000		AUD $	1.26		36,266,667		AUD $	0.76
Exercised		(27,983,516	)	AUD $	0.44		(12,303,984	)	AUD $	0.29
Expired/forfeited		(896,945	)	AUD $	0.97		—		AUD $	—
Outstanding at end of year		55,543,333		AUD $	0.71		67,423,794		AUD $	0.46
Vested at the end of the year		52,843,333		AUD $	0.65		64,073,794		AUD $	0.46

F-17

Options outstanding and vested options outstanding as of June 30, 2021 and 2020 have a weighted average remaining life of 1.8 years and 1.7 years, respectively.

As of June 30, 2021, there was $480,693 of unrecognized compensation cost related to 2,700,000 unvested stock options. This cost is expected to be recognized over a weighted-average remaining period of approximately 0.5 year.

As of June 30, 2021, the intrinsic value of both that outstanding stock options and vested stock options was $21.2 million. The intrinsic value of stock options exercised during the years ended June 30, 2021 and 2020 was $13,936,502 and $2,525,955, respectively.

11. Net Loss Per Common Share

Basic loss per share is computed by dividing 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 stock options, warrants, and convertible securities were exercised or converted into common stock. Diluted loss per share equals basic loss per share as the effect of including dilutive securities in the calculation would be antidilutive. For the years ended June 30, 2021 and 2020, respectively, stock options of 55,543,333 and 67,423,794 were excluded from the computation of diluted loss per share as our reported net losses for those periods would cause their exercise to have no effect on the calculation of loss per share.

12. Income Taxes

Domestic and foreign components of loss before income taxes for the years ended June 30, 2021 and 2020 are as follows:

	For the year ended June 30,
	2021		2020
Australia	$	11,214,348	$	3,456,890
United States		8,038,820		2,736,198
Total	$	19,253,168	$	6,193,088

The following table is a reconciliation of income taxes as statutory rates:

	For the year ended June 30,
	2021			2020
Loss before income taxes	$	19,253,168		$	6,193,088
Statutory income tax rate		21	%		21	%
Income tax benefit at statutory tax rates		4,043,165			1,300,548
State income tax benefit		560,948			190,773
Foreign rate differential		378,673			110,679
Share based compensation		(1,375,892	)		(365,876	)
Other		(96,907	)		(102,758	)
Change in valuation allowance		(3,509,987	)		(1,133,366	)
Income tax benefit	$	—		$	—

F-18

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes are as follows:

	For the year ended June 30,
	2021			2020
Deferred tax assets:
Net operating loss carryforward	$	4,351,797		$	2,399,482
Amortization of exploration expenditures		3,224,977			2,073,776
Unrealized loss - translation		446,897			149,837
Other		428,873			482,128
Total deferred tax assets		8,452,544			5,105,223
Less: valuation allowance		(7,940,661	)		(5,057,510	)
Deferred tax assets, net of valuation allowance to offset deferred tax liability		511,883			47,713
Deferred tax liabilities:
Unrealized gain - translation		(424,999	)		(45,586	)
Other		(59,636	)		—
Depreciation		(27,248	)		(2,127	)
Net deferred tax assets	$	—		$	—

As of June 30, 2021, the Company had U.S. federal and state net operating loss (“NOL”) carryforwards of $7,522,059. As of June 30, 2020, the Company had U.S. federal and state NOL carryforwards of $3,854,079. U.S. net operating loss carryforwards for the periods arising before December 31, 2017 have a 20-year expiration period, the earliest of which could expire in 2037. The amount of the post-tax reform U.S. federal NOL generated after tax year 2017, of approximately $7.2 million, can be carried forward indefinitely. As of June 30, 2021 and 2020, there is an Australian NOL carryforward of $7,489,514 and $4,403,241 which can be carried forward indefinitely.

We evaluate both the positive and negative evidence available to determine the realizability of our deferred tax assets. As of June 30, 2021 and 2020, there is a valuation allowance of $7,940,661 and $5,057,510, respectively, of which primarily relate to net operating losses.

Changes in the balance of our deferred tax asset valuation allowance during the years ended June 30, 2021 and 2020 related primarily to increases in net operating loss carryforwards and were as follows:

	For the year ended June 30,
	2021		2020
Valuation allowance	$	7,940,661	$	5,057,510

F-19

The Company had no unrecognized tax benefits as of June 30, 2021 or 2020. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision. The Company has not recognized any interest or penalties in the fiscal years presented in these financial statements. The Company is subject to income tax in the U.S. federal jurisdiction and Australia. Tax years 2017 and forward remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions.

13. Commitments and Contingencies

Purchase Obligations

The Company has purchase order commitments of $2,749,205 and $4,997,155, respectively in respect of construction works in progress.

Mineral Lease Payments

The Company has a mineral lease agreement for the purposes of obtaining exclusive rights to exploration at the Fort Cady Project. The mineral lease agreement requires the Company to make an annual minimum royalty payment of $75,000, escalated annually based on inflation, until the expiration date of the lease, October 1, 2021. Payments made during the years ended June 30,2021 and 2020 were $107,502 and $105,806, respectively. See Note 14 regarding amendment to the mineral lease after June 30, 2021.

14. Subsequent Events

Mineral Lease Agreement Amendment

On September 16, 2021, the Company extended its mineral lease agreement with Elementis until July 1, 2022. The Company paid an advanced royalty payment of $86,608 as part of the lease extension.

Issuance of equity securities

• On July 2, 2021, the Company issued 1,000,000 options to a consultant as consideration for sales and marketing services provided. The options are exercisable at AUD$2.00 each on or before June 1, 2025.

• On July 12, 2021, the Company issued 1,500,000 shares to Blue Horizon Advisors LLC, pursuant to the terms of the Advisory Agreement dated April 16, 2021 and as consideration for Advisory Board services provided.

• On August 20, 2021, the Company issued 2,100,000 options to a consultant, pursuant to the terms of an Independent Contractor Agreement dated August 19, 2021. The options are exercisable at AUD$2.50 each on or before July 31, 2022.

• On August 24, 2021, the Company issued 5,000,000 options as part of the recently appointed CEO’s long term incentive package. The options are exercisable at AUD$2.00 each on or before June 1, 2025. The options vest over three years in three equal annual instalments commencing on the start date of employment.

F-20

• On September 14, 2021, the Company issued 5,900,000 options to employees pursuant to the terms of the Company’s Incentive Option Plan. The unlisted options are exercisable at AUD$2.00 each on or before June 1, 2025.

• On October 18, 2021, the Company issued 1,500,000 shares to Blue Horizon Advisors LLC, pursuant to the terms of the Advisory Agreement dated April 16, 2021 and as consideration for Advisory Board services provided.

• On November 23, 2021, the Company announced a private placement of 17,602,359 shares for $36.9 million AUD.

• On December 2, 2021, shareholders approved a scheme of arrangement whereby 5E Advanced Materials, Inc. (“5E”), a subsidiary of the Company, will acquire 100% of the shares in the Company from current shareholders in exchange for the issue of 5E common stock and chess depository interests to the shareholders.

F-21

AMERICAN PACIFIC BORATES LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	DECEMBER 31,			JUNE 30,
	2021			2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	53,743,264		$	40,811,269
Prepaid expenses and other current assets		453,516			158,620
Total current assets		54,196,780			40,969,889
MINERAL RIGHTS AND PROPERTIES, Net		8,249,722			8,080,709
CONSTRUCTION IN PROGRESS		15,216,708			12,765,285
PROPERTIES, PLANT AND EQUIPMENT, Net		2,796,942			1,495,436
RECLAMATION BOND DEPOSIT		1,085,624			1,084,408
RIGHT OF USE ASSET		178,557			213,109
TOTAL ASSETS	$	81,724,333		$	64,608,836
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	4,314,304		$	1,454,132
Accrued payroll		539,491			140,777
Lease liability, current		87,620			90,815
Total current liabilities		4,941,415			1,685,724
LONG-TERM DEBT		318,055			92,532
LEASE LIABILITY		94,110			124,699
ACCRUED RECLAMATION LIABILITIES		464,944			377,292
Total liabilities		5,818,524			2,280,247
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY
Capital shares 416,185,262 and 383,906,237 shares outstanding, respectively		122,608,794			90,781,546
Additional paid-in capital		13,869,330			10,781,866
Accumulated other comprehensive income (loss):
Reporting currency translation		586,776			1,416,664
Accumulated deficit		(61,159,091	)		(40,651,487	)
Total stockholder’s equity		75,905,809			62,328,589
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	81,724,333		$	64,608,836

The accompanying notes are an integral part of these condensed

consolidated financial statements.

F-22

AMERICAN PACIFIC BORATES LTD CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE (INCOME) LOSS

(Unaudited)

	FOR THE THREE MONTHS ENDED DECEMBER 31						FOR THE SIX MONTHS ENDED DECEMBER 31
	2021			2020			2021			2020
COST AND EXPENSES
Exploration and evaluation	$	1,009,421		$	430,457		$	1,808,189		$	761,705
General and administrative		7,792,583			1,697,183			13,633,299			6,293,031
Environmental and reclamation		2,015,293			560,295			6,002,066			616,995
Depreciation and amortization expense		19,880			6,081			40,186			9,263
Total cost and expenses		10,837,177			2,694,016			21,483,740			7,680,994
LOSS FROM OPERATIONS		(10,837,177	)		(2,694,016	)		(21,483,740	)		(7,680,994	)
NON-OPERATING INCOME (EXPENSE)
Hydrology income		—			—			9,100			—
Other income		—			1,068			1,266			2,071
Interest income		1,222			251			1,804			1,114
Interest expense		(2,716	)		(940	)		(4,683	)		(1,649	)
Net foreign exchange gain (loss)		(199,878	)		(1,136,046	)		968,649			(2,012,989	)
Total non-operating income (expense)		(201,372	)		(1,135,667	)		976,136			(2,011,453	)
NET LOSS		(11,038,549	)		(3,829,683	)		(20,507,604	)		(9,692,447	)
OTHER COMPREHENSIVE LOSS (INCOME)
Reporting currency translation		(776,101	)		(1,368,424	)		829,888			(2,381,426	)
NET LOSS AND OTHER COMPREHENSIVE LOSS	$	(10,262,448	)	$	(2,461,259	)	$	(21,337,492	)	$	(7,311,021	)
Net loss per common share – basic and diluted	$	(0.03	)	$	(0.01	)	$	(0.05	)	$	(0.03	)
Weighted average common shares outstanding — basic and diluted		398,770,680			319,477,302			392,927,589			316,744,053

The accompanying notes are an integral part of these condensed

consolidated financial statements.

F-23

AMERICAN PACIFIC BORATES LTD CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Three and Six Months Ended December 31, 2021
								Accumulated
						Additional		Other						Total
	Common Stock					Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount			Capital		Income (Loss)			Deficit			Equity
Balance at July 1, 2021		383,906,237	$	90,781,546		$	10,781,866	$	1,416,664		$	(40,651,487	)	$	62,328,589
Shares issued for:
Exercise of stock options		3,026,666		1,085,595			—		—			—			1,085,595
Consulting fees		1,500,000		1,539,347			—		—			—			1,539,347
Share based compensation		—		—			1,777,055		—			—			1,777,055
Net loss		—		—			—		—			(9,469,055	)		(9,469,055	)
Other comprehensive (loss)		—		—			—		(1,605,989	)		—			(1,605,989	)
Balance at September 30, 2021		388,432,903		93,406,488			12,558,921		(189,325	)		(50,120,542	)		55,655,542
Shares issued for:
Cash		17,602,359		26,309,067			—		—			—			26,309,067
Exercise of stock options		8,650,000		1,822,030			—		—			—			1,822,030
Consulting fees		1,500,000		1,868,683			—		—			—			1,868,683
Shares issuance costs		—		(797,474	)		—		—			—			(797,474	)
Share based compensation		—		—			1,310,409		—			—			1,310,409
Net loss		—		—			—		—			(11,038,549	)		(11,038,549	)
Other comprehensive income		—		—			—		776,101			—			776,101
Balance at December 31, 2021		416,185,262	$	122,608,794		$	13,869,330	$	586,776		$	(61,159,091	)	$	75,905,809

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

F-24

AMERICAN PACIFIC BORATES LTD CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Three and Six Months Ended December 31, 2020
								Accumulated
						Additional		Other						Total
	Common Stock					Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount			Capital		Income (Loss)			Deficit			Equity
Balance at July 1, 2020		304,560,670	$	52,977,240		$	4,406,086	$	(499,456	)	$	(21,398,319	)	$	35,485,551
Shares issued for:
Exercise of stock options		14,776,849		2,796,786			—		—			—			2,796,786
Consulting fees		80,000		32,076			—		—			—			32,076
Shares issuance costs		—		(40,769	)		—		—			—			(40,769	)
Share based compensation		—		—			3,784,076		—			—			3,784,076
Net loss		—		—			—		—			(5,862,764	)		(5,862,764	)
Other comprehensive income		—		—			—		1,013,002			—			1,013,002
Balance at September 30, 2020		319,417,519		55,765,333			8,190,162		513,546			(27,261,083	)		37,207,958
Shares issued for:
Exercise of stock options		250,000		55,877					—			—			55,877
Share based compensation		—		—			600,513		—			—			600,513
Net loss		—		—			—		—			(3,829,683	)		(3,829,683	)
Other comprehensive income		—		—			—		1,368,424			—			1,368,424
Balance at December 31, 2020		319,667,519	$	55,821,210		$	8,790,675	$	1,881,970		$	(31,090,766	)	$	35,403,089

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

F-25

AMERICAN PACIFIC BORATES LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	FOR THE SIX MONTHS ENDED December 31,
	2021			2020
Cash Flows From Operating Activities:
Net loss	$	(20,507,604	)	$	(9,692,447	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		40,186			9,263
Interest earned on reclamation bond		(1,216	)		(636	)
Share based compensation		3,087,464			4,384,589
Common stock issued for consulting fees		3,408,030			32,076
Accretion of reclamation liability		3,294			—
Net foreign exchange (gain) loss		(968,649	)		2,012,989
Change in:
Prepaid expenses and other current assets		(294,896	)		(28,064	)
Accounts payable and accrued liabilities		2,017,088			(471,925	)
Accrued payroll		398,714			(33,731	)
Net cash used by operating activities		(12,817,589	)		(3,787,886	)
Cash Flows From Investing Activities:
Additions to construction in progress		(1,662,709	)		(6,743,443	)
Additions to mineral rights and properties		(86,608	)		(112,914	)
Additions to properties, plant and equipment		(1,058,031	)		(39,244	)
Additions to reclamation bonds		—			(776,650	)
Net cash used by investing activities		(2,807,348	)		(7,672,251	)
Cash Flows From Financing Activities:
Payments on note payable		(1,047	)		(1,185	)
Proceeds from issuance of common stock		26,309,067			—
Proceeds from exercise of stock options		2,907,625			2,852,663
Share offering costs		(797,474	)		(40,769	)
Net cash provided by financing activities		28,418,171			2,810,709
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		12,793,234			(8,649,428	)
EFFECT OF EXCHANGE RATE FLUCTUATION ON CASH		138,761			368,437
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		40,811,269			26,639,953
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	53,743,264		$	18,358,962
NONCASH INVESTING AND FINANCING ACTIVITIES
Accounts payable change related to construction in progress additions	$	843,852		$	1,050,939
Recognition of operating lease liability and right of use asset		17,093			—
Construction in progress transferred to properties, plant and equipment		55,138			53,983
Equipment acquired with notes payable		226,570			—

The accompanying notes are an integral part of these condensed

consolidated financial statements.

F-26

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Interim Financial Statements

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending June 30, 2022. For further information, refer to the financial statements and footnotes thereto for the year ended June 30, 2021 included in our Form 10.

2. Mineral Rights and Properties, Net

The Company owns surface properties and the associated mineral rights for the Fort Cady Borate Project. The Company has capitalized the cost of drilling hydrology wells, which provide water for the project. For the six-month period ended December 31, 2021 and 2020, the Company recognized hydrology income of $9,100 and zero, respectively.

On October 1, 2011, Fort Cady (California) Corporation executed a 10-year net royalty lease agreement with Elementis Specialties Inc. (“Elementis”) to explore, develop and mine boron and lithium on claims held by Elementis. Amounts paid prior to production are considered advanced royalty payments and capitalized. For the six-month period ended December 31, 2021 and 2020, the Company paid Elementis advanced royalty payments of $86,608 and $107,502, respectively.

Mineral Interests and Properties as of December 31, 2021 and June 30, 2021 consisted of the following:

	December 31, 2021		June 30, 2021
Mineral properties – Fort Cady Borate Project	$	6,732,562	$	6,732,562
Hydrology wells		547,258		547,258
Mineral interest – Elementis lease		808,202		721,594
Asset retirement cost, net of accumulated amortization of $1,953 and nil at December 31, 2021 and June 30, 2021, respectively (Note 5)		161,700		79,295
	$	8,249,722	$	8,080,709

F-27

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. Construction in Progress

Construction work in progress represents the equipment which has been acquired and is not in use and prepayments for design, engineering, and construction services in relation to the development of the Fort Cady Borate Project. As of December 31, 2021 and June 30, 2021, Construction in Progress consisted of the following:

	December 31,		June 30,
	2021		2021
Crystallizer	$	6,360,003	$	5,544,359
Engineering services		3,765,922		3,182,279
Electric infrastructure		657,695		643,445
Filter system		634,986		634,986
Injection and recovery wells		446,181		—
Centrifuge system		382,683		382,683
Air compression		348,409		344,054
Boiler		287,613		287,613
Conveyor system		284,535		—
Scrubbers		265,605		235,063
Water treatment		232,108		232,108
Pumps		102,699		67,273
Other		1,448,269		1,211,422
Total Construction in Progress	$	15,216,708	$	12,765,285

4. Properties, Plant and Equipment, Net

Properties, plant, and equipment, net as of December 31, 2021 and June 30, 2021 consisted of the following:

	December 31,			June 30,
	2021			2021
Land	$	1,533,312		$	658,245
Buildings		794,067			717,253
Vehicles		297,127			73,202
Plant and equipment		255,830			91,897
		2,880,336			1,540,597
Less accumulated depreciation		(83,394	)		(45,161	)
Properties, plant and equipment, net	$	2,796,942		$	1,495,436

F-28

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six-month periods ended December 31, 2021 and 2020, the Company recognized depreciation expense of $38,233 and $9,263, respectively.

5. Reclamation Liabilities

The liabilities accrued for reclamation and closure costs as of December 31, 2021 and June 30, 2021 were as follows:

	December 31,		June 30,
	2021		2021
Accrued reclamation costs	$	297,997	$	297,997
Asset retirement obligation		166,947		79,295
	$	464,944	$	377,292

Accrued reclamation costs of $297,997 relate to land disturbance for the Fort Cady Borate Project.

On June 30, 2021, the Company established an asset retirement obligation (“ARO”) relating to water monitoring wells as required by the Company’s Underground Injection Permit. Total estimated reclamation and closure costs for wells completed was $537,678 and $298,710 as of December 31, 2021 and June 30, 2021, respectively. These estimated costs were discounted using credit adjusted, risk-free interest rates of 6.6 – 6.9% from the time the Company incurred the obligation to the time the Company expects to pay the retirement obligation. During the six-month period ended December 31, 2021, the Company incurred additional obligation relating to water monitoring and injection recovery wells and increased the balance of the asset retirement obligation by $84,358.

The following is a reconciliation of the aggregate retirement obligation asset associated with our reclamation plan for the Company’s mining projects for the six months ended December 31, 2021. There was no comparable activity for the six months ended December 31, 2020:

	2021
Retirement obligation asset — beginning of period	$	79,295
Obligation incurred during the period		84,358
Accretion		3,294
Retirement obligation asset — end of period	$	166,947

Exploration and evaluation activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company believes that its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expect to make in the future, expenditures to comply with such laws and regulations. The ultimate amount of reclamation and other future site-restoration costs to be incurred for existing mining interests is uncertain.

F-29

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6. Leases

Starting February 2021, the Company leases its offices under operating leases expiring in 2024. A right to use (“ROU”) asset was recognized with a corresponding lease liability on the effective date of the lease. To calculate right of use asset and lease liability, the Company utilized incremental borrowing rates ranging from 0.04% to 0.17% to discount the future rent payments. The remaining lease term is 2.2 years. During the six-month period ended December 31, 2021, operating cash flows included cash payments of $47,477 related to lease liabilities.

Future minimum annual lease payments under these existing lease agreements are as follows as of December 31, 2021:

For the year ending June 30,
2022 (January 1 – June 30)	$	53,596
2023		77,905
2024		50,544
Total		182,045
Less imputed interest		315
Net lease liability		181,730
Current portion		87,620
Long-term portion	$	94,110

Expense under operating leases, including short-term leases, for the six-month periods ended December 31, 2021 and 2020 were $84,773 and $19,619, respectively. This expense is included in General and Administrative expense on the Consolidated Statement of Operations and Comprehensive Loss (Income).

7. Capital Stock

The Company does not have authorized capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.

During the six-month periods ended December 31, 2021 and 2020, the Company issued the following shares of common stock:

• Issued 17,602,359 shares of its capital stock for cash proceeds of $26,309,067 during the six months ended December 31, 2021. Share issue costs of $797,474 were incurred.

• Issued 11,676,666 and 15,026,849 shares of its capital stock upon exercise of stock options for $2,907,625 and $2,852,663 during the six-months ended December 31, 2021 and 2020, respectively.

• Issued 3,000,000 and 80,000 shares of its common stock with a fair value of $3,408,030 and $32,076 for consulting fees during the six months ended December 31, 2021 and 2020, respectively.

F-30

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8. Net Loss Per Common Share

Basic loss per share is computed by dividing 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 stock options, warrants, and convertible securities were exercised or converted into common stock. Diluted loss per share equals basic loss per share as the effect of including dilutive securities in the calculation would be antidilutive. For the six-month periods ended December 31, 2021 and 2020, respectively, stock options of 56,100,000 and 63,700,000 were excluded from the computation of diluted loss per share as our reported net losses for those periods would cause their exercise to have no effect on the calculation of loss per share.

9. Share Based Compensation

The Company has established an employee share option plan (“ESOP”). The objective of the ESOP was to assist in the recruitment, reward, retention and motivation of employees and contractors. An individual may receive the options or nominate a relative or associate to receive the options. The plan is open to executive officers, employees, and eligible contractors of the Company. Additionally, the board can authorize options outside of the plan to suppliers and vendors. Vesting periods of options granted vary as determined by the board of directors. Total number of shares authorized for award of share options under the ESOP is limited to 5% of issued capital over a 3-year period. It is the Company’s policy to issue new shares of common stock to satisfy stock options.

The share-based compensation cost recognized in the Consolidated Statements of Loss and Comprehensive Loss in General and administrative expense was $3,087,464 and $4,384,589 for the six-month periods ended December 31, 2021 and 2020, respectively.

The fair value of stock option awards granted to directors, officers, employees and/or consultants of the Company are estimated on the grant date using the Black-Scholes option valuation model and the closing price of our common shares on the grant date. The significant assumptions used to estimate the fair value of 17.0 million and 12.0 million stock option awards granted during the six-month periods ended December 31, 2021 and 2020, respectively, using the Black-Scholes option valuation model are as follows:

	Average for six-month periods ended December 31,
	2021	2020
Exercise price	AUD $2.00 - $2.50	AUD $0.90 - $1.35
Share price	AUD $1.70	AUD $0.86
Volatility	85%	106 – 110%
Expected term in years	0.9 to 3.9	3.6 to 4.0
Risk free interest rate	0.01 – 0.1%	0.75%
Dividend rate	Nil	Nil

F-31

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The grant date fair value of options issued was approximately $9.3 million and $4.5 million during the six-month periods ended December 31, 2021 and 2020, respectively. The following table summarizes stock option activity for each of the periods ended December 31, 2021 and 2020:

	2021					2020
	Number of Options			Weighted Averaged Exercise Price		Number of Options			Weighted Averaged Exercise Price
Outstanding at beginning of the period		55,543,333		AUD $	0.71		67,423,794		AUD $	0.46
Granted		17,000,000		AUD $	2.11		12,000,000		AUD $	0.96
Exercised		(11,676,666	)	AUD $	0.34		(15,026,849	)	AUD $	0.27
Expired/forfeited		(4,766,667	)	AUD $	0.75		(696,945	)	AUD $	0.86
Outstanding at end of period		56,100,000		AUD $	1.21		63,700,000		AUD $	0.60
Vested at the end of the period		39,700,000		AUD $	0.86		61,700,000		AUD $	0.59

Options outstanding and vested as of December 31, 2021, have a weighted average remaining life of 2.24 years and 1.72 years, respectively.

As of December 31, 2021, there was $7.4 million of unrecognized compensation cost related to 16,400,000 unvested stock options. This cost is expected to be recognized over a weighted-average remaining period of approximately 2.7 years.

As of December 31, 2021, the intrinsic value of both the outstanding stock options and vested options was $48.7 million. The intrinsic value of stock options exercised during the six-month periods ended December 31, 2021 and 2020 was $14.2 million and $5.6 million, respectively.

10. Commitments and Contingencies

Purchase Obligations

As of December 31, 2021, the Company has purchase order commitments of $6,898,000 in respect of construction works in progress and drilling.

Mineral Lease Payments

The Company has a mineral lease agreement for the purposes of obtaining exclusive rights to exploration at the Fort Cady Project. The mineral lease agreement requires the Company to make an annual minimum royalty payment of $75,000, escalated annually based on inflation, until the expiration date of the lease, October 1, 2021. On September 16, 2021, the Company extended its mineral lease agreement with Elementis until July 1, 2022. Payments made during the six-month period ended December 31, 2021 and 2020 were $86,608 and $107, 502, respectively.

Salt Wells Earn-in Agreement

The Company has made funding commitments of $300,000 in fiscal year 2022, $600,000 in fiscal year 2023, $800,000 in fiscal year 2024, and $1,200,000 in fiscal year in 2025.

F-32

AMERICAN PACIFIC BORATES LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. Income Taxes

The company did not record a U.S. federal or state income tax benefit for losses incurred during the three and six months ended December 31, 2021 and 2020. The Company concluded that it is more likely than not that its deferred tax assets will not be realized which resulted in recording a full valuation allowance during those periods.

12. Subsequent Events

• On January 19, 2022, the Company issued 1,500,000 shares to Blue Horizon Advisors LLC, pursuant to the terms of the Advisory Agreement dated April 16, 2021 and as consideration for Advisory Board services provided.

F-33

EX-2.1

Exhibit 2.1

Scheme Implementation Agreement

American Pacific Borates Limited

5E Advanced Materials, Inc.

Baker & McKenzie

ABN 32 266 778 912

Tower One - International Towers Sydney

Level 46, 100 Barangaroo Avenue

Barangaroo NSW 2000

Australia

www.bakermckenzie.com

Table of contents

1.	Definitions and interpretation	2
2.	Agreement to propose and implement Scheme	8
3.	Conditions	8
4.	Scheme of Arrangement	11
5.	Implementation	14
6.	Warranties	17
7.	Termination	19
8.	Announcements	20
9.	Costs and stamp duty	20
10.	Notices	20
11.	General	22
Annexure 1		25
Scheme of Arrangement		25
Annexure 2		26
Deed Poll		26

i Scheme Implementation Agreement

Title	Scheme Implementation Agreement
Date	11 October 2021
Parties	American Pacific Borates Limited (ACN 615 606 114) (a company incorporated in Australia) of Level 12, 197 St Georges Terrace, Perth WA 6000 Australia (ABR)
	5E Advanced Materials, Inc. (a company incorporated in the State of Delaware, United States of America) of 9329 Mariposa Suite 210, Hesperia California, 92344 United States of America (Holdco)

Recitals

A ABR is an Australian public company listed on the ASX.

B Holdco is a special purpose vehicle incorporated in the State of Delaware, United States of America.

C ABR proposes to effect a re-domiciliation from Australia to the United States by Holdco acquiring all of the ABR Shares by scheme of arrangement under Part 5.1 of the Corporations Act (Scheme).

D ABR and Holdco propose to implement the Scheme on the terms and conditions of this Agreement.

Operative provisions

1. Definitions and interpretation

Definitions

1.1 In this Agreement, unless the context otherwise requires:

ABR Group means ABR and each of its Subsidiaries.

ABR Share means a fully paid ordinary share in the capital of ABR.

ABR Shareholder means each person who is registered in the Share Register as a holder of ABR Shares.

Advisor means, in relation to an entity, its legal, financial and other expert Advisors (not including the Independent Expert).

Agreement means this Scheme Implementation Agreement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the securities market which it operates.

ASX Settlement means ASX Settlement Pty Ltd (ACN 008 504 532).

2 Scheme Implementation Agreement

ASX Settlement Rules means the ASX Settlement Operating Rules.

ATO means the Australian Taxation Office.

ATO Class Ruling means the class ruling to be sought by ABR from the ATO to the effect that Australian resident Scheme Shareholders who hold their ABR Shares on capital account and who make a capital gain from the exchange of their ABR Shares for Holdco Shares or Holdco CDIs under the Scheme will be eligible for scrip-for-scrip roll-over relief under the relevant Australian taxation laws.

Business Day means a day that is not a Saturday, Sunday or a public holiday or bank holiday in Sydney.

CDI means a CHESS Depositary Interest, being a unit of beneficial ownership in a Holdco Share that is registered in the name of CDN, or beneficial ownership is held by CDN, in accordance with the ASX Settlement Rules and CDIs means a number of them.

CDN means CHESS Depositary Nominees Pty Ltd (ACN 071 346 506).

Claim means a demand, claim, action or proceeding, however arising and whether present, unascertained, immediate, future or contingent, including any claim for specific performance.

Condition means a condition set out in clause 3.1.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Federal Court of Australia or any other court of competent jurisdiction under the Corporations Act agreed in writing between the parties.

Deed Poll means the deed poll to be executed by Holdco substantially in the form of Annexure 2 under which Holdco covenants in favour of ABR Shareholders to perform its obligations under this Agreement and the Scheme.

Depositary Nominee has the meaning given in the ASX Settlement Rules.

Effective means, when used in relation to the Scheme, the coming into effect, under section 411(10) of the Corporations Act, of the Court order made under section 411(4)(b) of the Corporations Act in relation to the Scheme, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date on which the Scheme becomes Effective.

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement, security interest (as defined in section 12 of the Personal Property Securities Act 2009 (Cth)), right of first refusal, pre-emptive right, any similar restriction, or any agreement to create any of them or allow them to exist.

End Date means 5.00 pm on 31 January 2022 or such other date and time agreed in writing between the parties.

First Court Date means the date of the hearing by the Court of the application to order the convening of the Scheme Meeting under section 411(1) of the Corporations Act.

Government Agency means a:

(a) government, whether foreign, federal, state, territorial or local;

3 Scheme Implementation Agreement

(b) department, office or minister of a government (whether foreign, federal, state, territorial or local) acting in that capacity; or

(c) commission, delegate, instrumentality, agency, board, or other government, semi-government, judicial, administrative, monetary or fiscal authority, whether statutory or not and whether foreign, federal, state, territorial or local,

and includes ASX, ASIC, the Australian Competition and Consumer Commission, the Foreign Investment Review Board and the Takeovers Panel.

GST means goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth), or any like tax.

Holdco CDI means a CDI representing a beneficial interest in 1/10^th of a Holdco Share.

Holdco Information means information about Holdco which is provided to ABR by or on behalf of Holdco to enable the Scheme Booklet to be prepared in accordance with all applicable laws, applicable ASIC guidance and policies and the Listing Rules, or to the Independent Expert to enable it to prepare the Independent Expert’s Report.

Holdco Share means a share of voting common stock in Holdco.

Implementation means the implementation of the Scheme, on it becoming Effective under section 411(10) of the Corporations Act.

Implementation Date means the fifth Business Day after the Record Date or such other date as is agreed by the parties.

Independent Expert means the independent expert appointed by ABR pursuant to clause 5.2(b).

Independent Expert’s Report means the report from the Independent Expert (including any update or supplementary report) stating whether or not, in the opinion of the Independent Expert, the Scheme is in the best interests of ABR Shareholders.

Ineligible Foreign Shareholder means a Scheme Shareholder whose address, as shown in the Share Register (as at the Record Date), is in a place outside Australia, New Zealand, Canada, Hong Kong, Ireland, Papua New Guinea, Singapore, Malaysia, Thailand or the United States, unless Holdco is satisfied, acting reasonably, that the laws of that place permit the offer and issue of Holdco Shares or Holdco CDIs to that Scheme Shareholder and, in Holdco’s sole discretion, is not unduly onerous or impracticable for Holdco to do so.

A person is Insolvent if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act);

(b) it is in liquidation, in provisional liquidation, under administration or wound up or has had a controller (as defined in the Corporations Act) appointed to any part of its property;

(c) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other party);

(d) an application or order has been made (and, in the case of an application, it has not been stayed, withdrawn or dismissed within 14 days), resolution passed or any other action taken, in each case in connection with that person, in respect of any of the things described in paragraphs (a), (b) or (c);

4 Scheme Implementation Agreement

(e) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand;

(f) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the other party reasonably deduces it is so subject);

(g) it is otherwise unable to pay its debts when they fall due; or

(h) something having a substantially similar effect to any of the things described in paragraphs (a) to (g) (inclusive) happens in connection with that person under the law of any jurisdiction.

Listing Rules means the listing rules of ASX as amended from time to time.

NASDAQ means Nasdaq Stock Market LLC or the Nasdaq Stock Market (or such other market operated by Nasdaq Stock Market LLC on which Holdco Shares may be listed or quoted), as the context requires.

Officer means, in relation to an entity, its directors, officers and employees.

Option means an option to subscribe for an ABR Share.

Option Holder means a person who is the holder of an Option.

Record Date means 7.00 pm on the second Business Day after the Effective Date.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Representative means, in relation to an entity:

(a) each of the entity’s Related Bodies Corporate; and

(b) each of the Officers and Advisors of the entity or any of its Related Bodies Corporate.

Sale Agent means the person appointed by ABR to sell the Scheme Consideration that is attributable to Ineligible Foreign Shareholders.

Sale Facility means a facility to be established by ABR and managed by the Sale Agent under which the Scheme Consideration which otherwise would be received by Ineligible Foreign Shareholders will be sold in accordance with the Scheme and the agreement to be entered into between ABR and the Sale Agent.

Scheme means the scheme of arrangement, substantially in the form set out in Annexure 1 under Part 5.1 of the Corporations Act between ABR and ABR Shareholders as described in clause 4, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by ABR and Holdco.

Scheme Booklet means the document including the information described in clause 5.2(a) to be approved by the Court and dispatched to ABR Shareholders.

Scheme Consideration means the consideration to be provided to Scheme Shareholders under the terms of the Scheme for the transfer to Holdco of their Scheme Shares being:

(a) where the Scheme Shareholder is a Share Elected Scheme Shareholder, 1 Holdco Share for every 10 Scheme Shares; or

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(b) where the Scheme Shareholder is a CDI Elected Scheme Shareholder, 1 Holdco CDI for every Scheme Share.

Scheme Meeting means the meeting of ABR Shareholders ordered by the Court to be convened under section 411(1) of the Corporations Act.

Scheme Share means an ABR Share held by a Scheme Shareholder as at the Record Date.

Scheme Shareholder means each person who holds an ABR Share as at the Record Date.

SEC means the United States Securities and Exchange Commission.

Second Court Date means the first day on which the Court hears the application to approve the Scheme under section 411(4)(b) of the Corporations Act, or if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard.

Share Elected Scheme Shareholder means each Scheme Shareholder (other than an Ineligible Foreign Shareholder) who has made a valid Share Election.

Share Election means a valid election for Holdco Shares by a Scheme Shareholder pursuant to the terms of the Scheme.

Share Register means the register of shareholders of ABR maintained by or on behalf of ABR.

Subsidiary has the meaning given to that term in the Corporations Act.

Interpretation

1.2 In this Agreement:

(a) unless the context requires another meaning, a reference:

(i) to the singular includes the plural and vice versa;

(ii) to a gender includes all genders;

(iii) to a document (including this Agreement) is a reference to that document (including any Schedules and Annexures) as amended, consolidated, supplemented, novated or replaced;

(iv) to an agreement includes any undertaking, representation, deed, agreement or legally enforceable arrangement or understanding whether written or not;

(v) to a party means a party to this Agreement;

(vi) to an item, Recital, clause, Schedule or Annexure is to an item, Recital, clause, Schedule or Annexure of or to this Agreement;

(vii) to a notice means a notice, approval, demand, request, nomination or other communication given by one party to another under or in connection with this Agreement;

(viii) to a person (including a party) includes:

(A) an individual, company, other body corporate, association, partnership, firm, joint venture, trust or Government Agency;

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(B) the person’s successors, permitted assigns, substitutes, executors and administrators; and

(C) a reference to the representative member of the GST group to which the person belongs to the extent that the representative member has assumed rights, entitlements, benefits, obligations and liabilities which would remain with the person if the person were not a member of a GST group;

(ix) to a law includes any legislation, judgment, rule of common law or equity or rule of any applicable stock exchange, and is a reference to that law as amended, consolidated, supplemented or replaced and includes a reference to any regulation, by-law or other subordinate legislation;

(x) to proceedings includes litigation, arbitration and investigation;

(xi) to a judgment includes an order, injunction, decree, determination or award of any court or tribunal;

(xii) to time is to prevailing Sydney time; and

(xiii) to $ means the lawful currency of Australia;

(b) the words “including” or “includes” means “including, but not limited to”, or “includes, without limitation” respectively;

(c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(d) headings are for convenience only and do not affect interpretation of this Agreement;

(e) if a payment or other act must (but for this clause) be made or done on a day that is not a Business Day, then it must be made or done on the next Business Day; and

(f) if a period must be calculated from, after or before a day or the day of an act or event, it must be calculated excluding that day.

Construction

1.3 This Agreement may not be construed adversely to a party only because that party or its legal Advisors were responsible for preparing it.

Payments

1.4 Unless otherwise expressly provided in this Agreement, where an amount is required to be paid to a party (the Receiving Party) by another party under this Agreement, that amount must be paid:

(a) in immediately available and irrevocable funds by electronic transfer to a bank account or accounts notified by the Receiving Party in writing on or before the due date for payment, or in other such immediately payable funds as the parties agree; and

(b) without deduction, withholding or set-off.

In this clause 1.4, a Receiving Party does not include a Scheme Shareholder.

7 Scheme Implementation Agreement

Best and reasonable endeavours

1.5 Any provision of this Agreement which requires a party to use best endeavours, or reasonable endeavours, or to take all steps reasonably necessary or desirable, (including to procure that something is performed or occurs) does not include an obligation:

(a) to pay any significant sum of money or to provide any significant financial compensation, valuable consideration or any other incentive to or for the benefit of any person, except for payment of any applicable fee for the lodgement or filing of any relevant application with any Government Agency or fees to any professional Advisors; or

(b) to commence any legal proceeding against any person,

except in accordance with the express terms of this Agreement.

2. Agreement to propose and implement Scheme

2.1 ABR will propose and seek to implement the Scheme in accordance with this Agreement and the Corporations Act.

2.2 Holdco will comply with its obligations under the Scheme and the Deed Poll, and provide reasonable assistance to ABR in proposing and implementing the Scheme in accordance with this Agreement.

3. Conditions

Conditions to Scheme

3.1 Subject to this clause 3, the Scheme will not become Effective, and the obligations of the parties in relation to the Scheme will not become binding, until each of the following Conditions is satisfied or waived to the extent and in the manner set out in this clause 3.

Condition		Party entitled to benefit	Party responsible
(a)	Shareholder Approval: ABR Shareholders approve the Scheme at the Scheme Meeting by the requisite majorities required under section 411(4)(a)(ii) of the Corporations Act.	Cannot be waived	ABR
(b)	Court Approval: The Court makes orders under section 411(4)(b) of the Corporations Act approving the Scheme on the Second Court Date.	Cannot be waived	ABR
(c)	ASIC and ASX: Before 8.00 am on the Second Court Date, ASIC and ASX issue or provide all consents and approvals which are necessary or desirable to implement the Scheme.	Both	Both

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Condition		Party entitled to benefit	Party responsible
(d)	Regulatory Consents: All other approvals or consents required from any Government Agency which are necessary or desirable to implement the Scheme have been obtained by 8.00 am on the Second Court Date (Regulatory Consents).	Both	Both
(e)	No Prohibitive Orders: No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or Government Agency, or other legal prohibition or restraint preventing the acquisition of the Scheme Shares by Holdco or otherwise preventing Implementation of the Scheme is in effect as at 8.00 am on the Second Court Date.	Both	Both
(f)	Independent Expert’s Report: The Independent Expert issues the Independent Expert’s Report before the date on which the Scheme Booklet is provided to ASIC and the Independent Expert concludes that the Scheme is in the best interest of ABR Shareholders (and does not change that conclusion prior to 8.00 am on the Second Court Date).	ABR	ABR
(g)	NASDAQ Listing: Before 8.00 am on the Second Court Date, the Holdco Shares have been authorised for listing on NASDAQ, subject to official notice of issuance following Implementation of the Scheme and any customary conditions.	ABR	Holdco
(h)	ASX Listing: Before 8.00 am on the Second Court Date, ASX approves: (i) the admission of Holdco to the official list of the ASX; and (ii)  the Holdco CDIs for official quotation by the ASX, which approval may be conditional on the Scheme becoming Effective and any such other conditions that are acceptable to ABR and Holdco.	ABR	Holdco
(i)	ATO Class Ruling: Before 8.00 am on the Second Court Date, the ATO issues the ATO Class Ruling or otherwise confirms that the ATO Class Ruling will be issued on terms and conditions that are acceptable to ABR and Holdco.	ABR	ABR
(j)	Options: Before 8.00 am on the Second Court Date, ABR and Holdco have entered into binding agreements with each Option Holder to cancel the Options held by such Option Holder on conditions that are acceptable to ABR and Holdco.	Both	Both

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Reasonable endeavours

3.2 Each of ABR and Holdco must use its reasonable endeavours to procure that:

(a) each of the Conditions for which it is a party responsible (as noted in clause 3.1):

(i) is satisfied as soon as practicable after the date of this Agreement; and

(ii) continues to be satisfied at all times until the last time it is to be satisfied (as the case may require); and

(b) there is no occurrence that would prevent the Condition for which it is a party responsible being satisfied.

Waiver of Conditions

3.3 A Condition may only be waived in writing by the party or parties entitled to the benefit of that Condition as and to the extent noted in clause 3.1 and will be effective only to the extent specifically set out in that waiver.

3.4 A party entitled to waive the breach or non-fulfilment of a Condition under this clause may do so in its absolute discretion.

3.5 A waiver of any Condition precludes the party who has the benefit of the Condition from suing the other party for any breach of this Agreement that resulted from any breach or non-fulfilment of the Condition.

Notices in relation to Conditions

3.6 Each party must:

(a) promptly notify the other party of the satisfaction of a Condition and must keep the other party informed of any material development of which it becomes aware that may lead to the breach or non-fulfilment of a Condition which it is responsible for satisfying; and

(b) promptly notify the other party of a breach or non-fulfilment of a Condition which it is responsible for satisfying, or of any event which will prevent a Condition from being satisfied.

Failure to provide a notice required by this clause 3.6 will not give rise to the failure of a Condition or any right to terminate this Agreement.

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Consultation on failure of a Condition

3.7 If:

(a) there is a breach or non-fulfilment of a Condition which is not waived in accordance with this Agreement by the time or date specified for the satisfaction of that Condition; or

(b) there is an act, failure to act or occurrence which will prevent a Condition from being satisfied by the time or date specified for the satisfaction of the Condition (and that Condition has not been waived in accordance with this Agreement),

then the parties must consult in good faith with a view to determine whether they wish to pursue the Scheme and, if so:

(c) whether the Scheme may proceed by way of alternative means or methods;

(d) to extend the relevant time or date for satisfaction of the Conditions or to adjourn or change the date of an application to the Court; or

(e) to extend the End Date.

Failure to agree

3.8 If, under clause 3.7, the parties are unable to reach agreement or do not both wish to pursue the Scheme, in each case within 5 Business Days (or any shorter period ending at 8.00 am on the Second Court Date):

(a) subject to clause 3.8(b), either party may terminate this Agreement (and that termination will be in accordance with clause 7); or

(b) if a Condition may be waived and exists for the benefit of one party only, that party only may waive the Condition or terminate this Agreement (and that termination will be in accordance with clause 7),

in each case, before 8.00 am on the Second Court Date.

A party will not be entitled to terminate this Agreement under this clause 3.8 if the relevant Condition has not been satisfied or agreement cannot be reached as a result of a breach of this Agreement by that party or a deliberate act or omission of that party in breach of this Agreement.

Certificates

3.9 On the Second Court Date, Holdco and ABR will provide a joint certificate to the Court confirming whether or not the Conditions have been satisfied or waived in accordance with this Agreement.

4. Scheme of Arrangement

Scheme

4.1 ABR must propose a scheme of arrangement under which:

(a) all of the ABR Shares held by Scheme Shareholders at the Record Date will be transferred to Holdco; and

(b) each Scheme Shareholder will be entitled to receive the Scheme Consideration.

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Scheme Consideration

4.2 Subject to and in accordance with this Agreement and the Scheme, each Scheme Shareholder is entitled to receive the Scheme Consideration in respect of each Scheme Share held by that Scheme Shareholder.

Provision of Scheme Consideration

4.3 Subject to this Agreement and the Scheme, Holdco undertakes to ABR (in its own right and separately as trustee or nominee of each Scheme Shareholder) that, in consideration for the transfer to Holdco of each Scheme Share held by a Scheme Shareholder, on the Implementation Date:

(a) Holdco will accept that transfer; and

(b) Holdco will provide to each Scheme Shareholder the Scheme Consideration in accordance with the Scheme by:

(i) (subject to clause 4.4) in respect of each Share Elected Scheme Shareholder, issuing 1 Holdco Share for every 10 Scheme Shares held by that Scheme Shareholder;

(ii) (subject to clause 4.4) in respect of all other Scheme Shareholders (other than an Ineligible Foreign Shareholder):

(A) procuring CDN to issue 1 Holdco CDI for every Scheme Share held by that Scheme Shareholder; and

(B) issuing to CDN (as Depositary Nominee) the relevant number of Holdco Shares underlying such Holdco CDIs (being 1 Holdco Share for every 10 Holdco CDIs); and

(iii) in respect of each Ineligible Foreign Shareholder:

(A) procuring CDN to issue to the Sale Agent such number of Holdco CDIs that the Ineligible Foreign Shareholder would otherwise have been entitled to; and

(B) issuing to CDN (as Depositary Nominee) the relevant number of Holdco Shares underlying such Holdco CDIs (being 1 Holdco Share for every 10 Holdco CDIs).

Fractional entitlements

4.4 Where a Scheme Shareholder would otherwise be entitled under the Scheme to a fraction of a Holdco Share or a number of Holdco CDIs that do not equate to a whole number of Holdco Shares as part of the Scheme Consideration, the fractional entitlement will be rounded up to the nearest whole number of Holdco Shares.

Holdco CDIs

4.5 On the Business Day prior to the Implementation Date, Holdco must enter in its register of stockholders the name of CDN (as Depositary Nominee) to hold the Holdco Shares underlying the Holdco CDIs to be issued in accordance with the Scheme.

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4.6 After the satisfaction of the obligation of Holdco under clause 4.5, Holdco must:

(a) on the Implementation Date, procure that CDN records in the register of Holdco CDIs each Scheme Shareholder who is to receive Holdco CDIs under the Scheme and issues Holdco CDIs to the Sale Agent in accordance with clause 4.3; and

(b) as soon as is reasonably practicable despatches, or causes to be despatched, to each Scheme Shareholder who is to receive Holdco CDIs under the Scheme, a holding statement or confirmation advice in the name of that Scheme Shareholder representing the number of Holdco CDIs issued to that Scheme Shareholder.

Holdco Shares

4.7 The obligation to issue Holdco Shares under clause 4.3 will be satisfied by Holdco, on the Implementation Date, procuring the entry into its register of stockholders the name of each person who is to receive Holdco Shares.

Sale Facility

4.8 Where a Scheme Shareholder is an Ineligible Foreign Shareholder, the number of Holdco Shares to which that Scheme Shareholder would otherwise have been entitled to under the Scheme (after any necessary rounding) will be issued to the Sale Agent (in the form of Holdco CDIs) and sold under the Sale Facility.

4.9 ABR will procure that, after the Implementation Date, the Sale Agent:

(a) as soon as is reasonably practicable and, in any event, within 1 month after the Implementation Date, sells all Holdco CDIs issued to it under clause 4.8 in such manner, at such price and on such other terms as the Sale Agent determines in good faith and at the risk of the Ineligible Foreign Shareholders; and

(b) as soon as is reasonably practicable and, in any event, within 10 Business Days after the settlement of the sale of the last of the Holdco CDIs, remits the gross proceeds of the sale (free of any brokerage costs) to the Ineligible Foreign Shareholders in the amount to which they are entitled (on an averaged basis so that each Ineligible Foreign Shareholder receives the same price per Sale Security, subject to rounding to the nearest whole cent).

4.10 The remittance to each Ineligible Foreign Shareholder of the sale proceeds pursuant to clause 4.9(b) is in full and final satisfaction of that Ineligible Foreign Shareholder’s right and entitlement to the Scheme Consideration referable to it.

Holdco Shares to rank equally

4.11 Holdco covenants in favour of ABR (in its own right and separately as trustee or nominee of each Scheme Shareholder) that:

(a) all Holdco Shares issued as Scheme Consideration (including those issued to CDN in connection with the Holdco CDIs) will, upon their issue:

(i) rank equally with all other Holdco Shares then on issue; and

(ii) be fully paid and free from any Encumbrances; and

(b) it will use all reasonable endeavours to ensure that:

(i) Holdco Shares issued as Scheme Consideration will be listed for quotation on NASDAQ with effect from the Business Day after the Implementation Date (or such later date as NASDAQ may require); and

(ii) Holdco CDIs issued as Scheme Consideration will be listed for quotation on ASX with effect from the Business Day after the Implementation Date (or such later date as ASX may require).

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No amendment to Scheme without consent

4.12 ABR must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Scheme without the prior written consent of Holdco.

Options

4.13 ABR and Holdco will use all reasonable endeavours to enter into binding agreements with each Option Holder to cancel the Options held by such Option Holder in consideration for the grant of equivalent rights (as near as reasonably practicable) to acquire Holdco Shares instead of ABR Shares (Holdco Options).

4.14 The number of Holdco Options to be issued to each Option Holder will be consolidated in the ratio of 1 Holdco Option for every 10 Options held by the Option Holder.

4.15 Each Holdco Option to be issued in accordance with clause 4.13 will:

(a) have an exercise price in US dollars adjusted from the exercise price per Option it replaces in an inverse proportion to the ratio under clause 4.14, converted from Australian dollars to US dollars at the prevailing Australian / US dollar exchange rate as reasonably determined by Holdco;

(b) have an exercise period equal to the unexpired exercise period of the relevant Option it replaces;

(c) be vested to the same extent, and have the same terms as to vesting, as the relevant Option it replaces; and

(d) otherwise be issued on the same terms as the relevant Option it replaces, with such changes as necessary to reflect Holdco being the issuer (rather than ABR).

5. Implementation

General obligations

5.1 ABR and Holdco must each:

(a) use all reasonable endeavours and commit necessary resources; and

(b) procure that its officers and advisors work in good faith and in a timely and co-operative manner with the other party,

to produce the Scheme Booklet and implement the Scheme as soon as reasonably practicable and in accordance with the timetable agreed between the parties.

ABR’s obligations

5.2 ABR must take all reasonable steps to propose and implement the Scheme on a basis consistent with this Agreement as soon as reasonably practicable, and in particular must:

(a) Scheme Booklet: Prepare and despatch to ABR Shareholders a Scheme Booklet which complies with all applicable laws, including the Corporations Act, applicable ASIC guidance and policies and the Listing Rules.

14 Scheme Implementation Agreement

(b) Independent Expert: Promptly appoint the Independent Expert and provide any assistance and information reasonably requested by the Independent Expert to enable the Independent Expert to prepare the Independent Expert’s Report.

(c) ASIC Statements: Apply to ASIC for the production of:

(i) a letter stating that it does not intend to appear at the First Court Date; and

(ii) a statement pursuant to section 411(17)(b) of the Corporations Act stating that ASIC has no objection to the Scheme.

(d) Consult with Holdco: Provide Holdco with drafts of the Scheme Booklet, consult with Holdco in relation to the content and presentation of the Scheme Booklet and give Holdco and its Representatives a reasonable opportunity to provide input about the content and presentation of the Scheme Booklet, and obtain Holdco’s consent to include the Holdco Information in the form and context in which it appears.

(e) Court Application: Apply to the Court for an order under section 411(1) of the Corporations Act directing ABR to convene the Scheme Meeting.

(f) Registration: Request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act.

(g) New Information: Provide to ABR Shareholders any further or new information which arises after the despatch of the Scheme Booklet and prior to the Scheme Meeting which is necessary to ensure that the information contained in the Scheme Booklet is not false, misleading or deceptive in any material respect (whether by omission or otherwise).

(h) Scheme Meeting: Hold the Scheme Meeting to approve the Scheme in accordance with any orders made by the Court pursuant to section 411(1) of the Corporations Act.

(i) Court Approval: Subject to the satisfaction or waiver of all Conditions (other than the Condition in clause 3.1(b)), apply to the Court for orders approving the Scheme under section 411(4)(b) of the Corporations Act.

(j) Lodge Court Orders: Lodge with ASIC an office copy of the Court order approving the Scheme in accordance with section 411(10) of the Corporations Act on the day after that office copy is received (or any later date agreed in writing by Holdco).

(k) Listing: Take all reasonable steps to maintain ABR’s listing on ASX, notwithstanding any suspension of the quotation of ABR Shares, up to and including the Implementation Date, including making appropriate applications to ASX and ASIC.

(l) ATO Class Ruling: Apply to the ATO for the ATO Class Ruling.

(m) Share Register: Close the Share Register as at the Record Date to determine the identity of Scheme Shareholders and their entitlements to Scheme Consideration.

(n) Transfers: Subject to Holdco satisfying its obligations under clause 4.3, on the Implementation Date:

(i) execute proper instruments of transfer and effect the transfer of all Scheme Shares to Holdco in accordance with the Scheme; and

(ii) register all transfers of Scheme Shares to Holdco.

15 Scheme Implementation Agreement

(o) Suspension of Trading: Apply to ASX to suspend trading in ABR Shares with effect from the close of trading on the Effective Date.

(p) Other Steps: Do all other things necessary to give effect to the Scheme and the orders of the Court approving the Scheme.

Holdco’s obligations

5.3 Holdco must take all reasonable steps to assist ABR to implement the Scheme on a basis consistent with this Agreement as soon as reasonably practicable, and in particular must:

(a) Holdco Information: Prepare and promptly provide to ABR for inclusion in the Scheme Booklet the Holdco Information (in accordance with all applicable laws, including the Corporations Act, applicable ASIC guidance and policies and the Listing Rules).

(b) Accuracy of Holdco Information: Before the despatch of the Scheme Booklet to ABR Shareholders, verify to ABR the accuracy of the Holdco Information contained in the Scheme Booklet, and consent to the inclusion of that information in the form and context in which it appears in the Scheme Booklet, in each case subject to Holdco being reasonably satisfied as to those matters.

(c) Holdco New Information: Provide ABR further or new information about Holdco which arises after despatch of the Scheme Booklet to ABR Shareholders and prior to the Scheme Meeting which is necessary or reasonably required by ABR to ensure that the Holdco Information disclosed to ABR Shareholders is not false, misleading or deceptive in any material respect (whether by omission or otherwise).

(d) Independent Expert: Provide any assistance or information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report.

(e) Deed Poll: Prior to the Scheme Booklet being despatched, sign and deliver to ABR the Deed Poll.

(f) Depositary Nominee: Appoint CDN to receive and hold Holdco Shares under the Scheme for the benefit of Scheme Shareholders who are to receive Holdco CDIs as the Scheme Consideration.

(g) Transfers: If the Scheme becomes Effective, accept a transfer of the Scheme Shares and execute proper instruments of transfer of all Scheme Shares to Holdco in accordance with the Scheme.

(h) Holdco Shares: Apply to NASDAQ to list Holdco Shares (subject to the Scheme becoming Effective) and use reasonable endeavours to obtain the satisfaction of any conditions imposed by NASDAQ for such listing.

(i) Holdco CDIs: Apply to ASX for Holdco CDIs to be quoted on ASX (subject to the Scheme becoming Effective) and use reasonable endeavours to obtain the satisfaction of any conditions imposed by ASX for such quotation.

(j) Scheme Consideration: If the Scheme becomes Effective, provide or procure the provision of the Scheme Consideration in accordance with the Scheme and do all things necessary:

(i) to issue the Holdco Shares in accordance with the Scheme; and

16 Scheme Implementation Agreement

(ii) under the ASX Settlement Rules to enable the Holdco CDIs to be issued in accordance with the Scheme (including to confirm to ASX Settlement that the Holdco Shares underlying the Holdco CDIs have been issued to CDN in accordance with the ASX Settlement Rules).

(k) Other Steps: Do all other things necessary to give effect to the Scheme and the orders of the Court approving the Scheme.

Timetable

5.4 Each of ABR and Holdco must use its reasonable endeavours to perform its obligations (and procure its Representatives to assist in that performance) substantially in accordance with the timetable agreed between the parties.

Conduct of business

5.5 During the period between the date of this Agreement and the earliest of:

(a) the Implementation Date;

(b) the date this Agreement is terminated in accordance with its terms; and

(c) the End Date,

ABR must, and must ensure that its Subsidiaries, conduct their businesses in the ordinary and proper course of business.

5.6 Any restriction on conduct which is imposed under clause 5.5 does not apply to the extent that:

(a) the conduct is required to be undertaken by ABR or its Subsidiary (as the case may be) in connection with the Scheme or this Agreement; or

(b) the conduct is approved by Holdco.

6. Warranties

ABR Warranties

6.1 ABR represents and warrants to Holdco at the date of this Agreement and on each subsequent day until and including 8:00 am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:

(a) status: it has been incorporated or formed in accordance with the laws of its place of incorporation;

(b) power: it has power to enter into this Agreement, to comply with its obligations under it and exercise its rights under it;

(c) no contravention: the entry by it into, its compliance with its obligations and the exercise of its rights under, this Agreement do not and will not conflict with:

(i) its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or

(ii) any law binding on or applicable to it or its assets;

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(d) authorisations: other than any:

(i) regulatory approval required in connection with the Scheme (or any aspect of it); or

(ii) matter which is the subject of a Condition,

it has in full force and effect each authorisation necessary for it to enter into this Agreement, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;

(e) validity of obligations: its obligations under this Agreement are valid and binding and are enforceable against it in accordance with its terms; and

(f) insolvency: no member of the ABR Group is Insolvent.

Holdco Warranties

6.2 Holdco represents and warrants to ABR at the date of this Agreement and on each subsequent day until and including 8:00 am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:

(a) status: it has been incorporated or formed in accordance with the laws of its place of incorporation;

(b) power: it has power to enter into this Agreement, to comply with its obligations under it and exercise its rights under it;

(c) no contravention: the entry by it into, its compliance with its obligations and the exercise of its rights under, this Agreement do not and will not conflict with:

(i) its constituent documents or cause a limitation on its powers or the powers of its directors to be exceeded; or

(ii) any law binding on or applicable to it or its assets;

(d) authorisations: other than any:

(i) regulatory approval required in connection with the Scheme (or any aspect of it); or

(ii) matter which is the subject of a Condition,

it has in full force and effect each authorisation necessary for it to enter into this Agreement, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;

(e) validity of obligations: its obligations under this Agreement are valid and binding and are enforceable against it in accordance with its terms; and

(f) insolvency: Holdco is not Insolvent.

Nature of warranties

6.3 Each representation and warranty in clauses 6.1 and 6.2:

(a) is severable;

(b) will survive termination of this Agreement; and

(c) is given with the intent that liability under it is not confined to breaches which are discovered before the date of termination of this Agreement.

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No other warranties or reliance

6.4 Each party acknowledges that no other party (nor any person acting on that other party’s behalf) has made any warranty, representation or other inducement to it to enter into this Agreement, except for the representations and warranties expressly set out in this Agreement.

6.5 Each party acknowledges and confirms that it does not enter into this Agreement in reliance on any warranty, representation or other inducement by or on behalf of any other party, except for any warranty or representation expressly set out in this Agreement.

Release

6.6 Each party:

(a) releases its rights against, and will not make any Claim against, any past or present Representative of any other party in relation to anything done or purported to be done in connection with the Scheme, any transaction contemplated by or warranty given in this Agreement, any information provided to it by another party or in relation to its execution or delivery this Agreement to the extent that the past or present Representative has acted in good faith and has not engaged in any wilful misconduct; and

(b) holds the releases in clause 6.6(a) in respect of its past and present Representatives as trustee for those Representatives.

6.7 Nothing in clause 6.6(a) excludes any liability that may arise from wilful misconduct or bad faith on the part of any person.

7. Termination

Termination for breach

7.1 Without prejudice to any other rights of termination under this Agreement, either party may terminate this Agreement by giving the other party written notice at any time before 8.00 am on the Second Court Date if:

(a) the other party is in breach of a material term of this Agreement, or there has been a breach of a material representation or warranty given by the other party under clauses 6.1 or 6.2 (as applicable) on or before the Second Court Date; and

(b) the party wishing to terminate this Agreement has given the other party a written notice setting out details of the breach and stating its intention to terminate this Agreement; and

(c) the breach is not capable of remedy or has not been remedied 10 Business Days (or any shorter period ending immediately before 8.00 am on the Second Court Date) from the date the notice under clause 7.1(b) is given.

Mutual termination

7.2 This Agreement is terminable if agreed to in writing by ABR and Holdco.

Effect of termination

7.3 If either ABR or Holdco terminates this Agreement under clauses 3 or 7, this Agreement and the parties’ obligations under it cease, other than obligations under this clause and clauses 6.6, 8, 9, 10 and 11 which will survive termination.

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7.4 Termination of this Agreement under clauses 3 or 7 does not affect any accrued rights of a party in respect of a breach of this Agreement prior to termination.

8. Announcements

8.1 Neither party may make a public announcement about this Agreement (or any document or transaction contemplated by this Agreement) or the Scheme unless:

(a) the other party has approved the form of the announcement; or

(b) the law, the Listing Rules or the rules, regulations or requirements of SEC or NASDAQ

(c) require a party to make the announcement, subject to clause 8.2.

8.2 If the law, the Listing Rules or the rules, regulations or requirements of SEC or NASDAQ require a party to make an announcement about either the subject matter of this Agreement or any document or transaction contemplated by it or the Scheme, that party must give the other party as much notice as is reasonably practicable and, to the extent reasonably practicable, consult with the other party about the form and content of the announcement or disclosure.

9. Costs and stamp duty

Costs

9.1 Subject to clauses 9.2 and 9.3, each party must bear its own costs and expenses (including professional fees and stamp duty) incurred by it in connection with the negotiation, preparation and execution of this Agreement and the implementation or attempted implementation of the Scheme.

Brokerage costs

9.2 Holdco must pay all brokerage costs and similar fees incurred in connection with the operation of the Sale Facility.

Stamp duty

9.3 Holdco must pay all stamp duty and any related fines or penalties in respect of this Agreement, the Deed Poll and the acquisition of the Scheme Shares in accordance with the Scheme and indemnify ABR against any liability arising from failure to comply with this clause 9.3.

10. Notices

Requirements

10.1 All notices must be:

(a) in legible writing and in English;

(b) addressed to the recipient at the address or email address set out below or to any other address or email address that a party may notify to the other:

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to ABR:

Address:	Level 12, 197 St Georges Terrance, Perth WA 6000 Australia
Attention:	Company Secretary
Email:	abertolatti@americanpacificborate.com

to Holdco:

Address:	9329 Mariposa Suite 210, Hesperia California, 92344 United States of America
Attention:	Henri Tausch
Email:	htausch@americanpacificborate.com

(c) signed by the party making the communication or by a person duly authorised by that party;

(d) sent to the recipient by hand, prepaid post (airmail if to or from a place outside Australia) or email; and

(e) if sent by email, in a form which:

(i) identifies the sender; and

(ii) clearly indicates the subject matter of the notice in the subject heading of the email,

provided that the recipient has not provided written notice to the other party confirming that it does not wish to receive notices by email. The parties consent to the method of signature contained in clause 10.1(e) and agree that it satisfies the requirements of applicable law for signature on service of notice by email.

Receipt of notices

10.2 Without limiting any other means by which a party may be able to prove that a notice has been received by the other party, a notice will be considered to have been received:

(a) if sent by hand, when left at the address of the recipient;

(b) if sent by prepaid post, three Business Days (if posted within Australia to an address in Australia) or 10 Business Days (if posted from one country to another) after the date of posting; or

(c) if sent by email, when the sender receives an automated message confirming delivery or four hours after the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever occurs first.

10.3 If a notice is served by hand, or is received by the recipient’s fax, on a day that is not a Business Day, or after 5.00 pm (recipient’s local time) on a Business Day, the notice will be considered to have been received by the recipient at 9.00 am (recipient’s local time) on the next Business Day.

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11. General

Entire agreement

11.1 To the extent permitted by law, in relation to the subject matter of this Agreement, this Agreement:

(a) embodies the entire understanding of the parties and constitutes the entire terms agreed on between the parties; and

(b) supersedes any prior agreement (whether or not in writing) between the parties.

Further assurances

11.2 Each party must, at its own expense, whenever requested by the other party, promptly do or, to the extent reasonably practicable, arrange for others to do everything, including executing any documents, reasonably necessary to give full effect to this Agreement and the transactions contemplated by this Agreement.

No merger

11.3 The rights and obligations of the parties do not merge on completion of any transaction contemplated under this Agreement. They survive the execution and delivery of any assignment or other document entered into to implement any transaction contemplated under this Agreement.

Assignment

11.4 A party cannot assign, novate or otherwise transfer or deal in any other way with any of its rights or obligations under this Agreement without the other party’s prior written consent.

Invalid or unenforceable provisions

11.5 If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions of this Agreement.

Waiver and exercise of rights

11.6 A waiver by a party of a provision of, or of a right under, this Agreement is only binding on the party granting the waiver if it is given in writing and is signed by the party or an authorised officer of the party granting the waiver.

11.7 A waiver is effective only in the specific instance and for the specific purpose for which it is given.

11.8 A single or partial exercise of a right by a party does not preclude another exercise of that right or the exercise of another right.

11.9 The failure to exercise, or the delay in exercising, a right does not operate as a waiver or prevent the party so failing or exercising its right from later doing so.

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Amendment

11.10 Except as expressly provided to the contrary in this Agreement, this Agreement may only be amended by a document signed by or on behalf of each party.

Counterparts

11.11 This Agreement may be signed in counterparts and all counterparts taken together constitute one document.

Rights cumulative

11.12 Except as expressly provided to the contrary in this Agreement or as permitted by law, the rights, powers and remedies provided in this Agreement are cumulative and do not exclude any other rights, powers or remedies provided by law independently of this Agreement.

Consents or approvals

11.13 A party may give its approval or consent conditionally or unconditionally, or withhold its approval or consent, in its absolute discretion unless this Agreement expressly provides otherwise.

GST

11.14 Unless expressly included, the consideration for any supply under or in connection with this Agreement does not include GST.

11.15 To the extent that any supply made by a party to another party (Recipient) under or in connection with this Agreement is a taxable supply and a tax invoice has been provided to the Recipient, the Recipient must pay, in addition to the consideration to be provided under this Agreement for that supply (unless it expressly includes GST) an amount equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.

11.16 The amount of GST payable in accordance with clause 11.15 will be paid at the same time and in the same manner as the consideration otherwise payable for the supply is provided.

Governing law and jurisdiction

11.17 This Agreement is governed by the laws of New South Wales

11.18 Each party irrevocably and unconditionally:

(a) submits to the non-exclusive jurisdiction of the courts of New South Wales; and

(b) waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

Service of process

11.19 Each party agrees that a document required to be served in proceedings about this Agreement may be served:

(a) by being delivered to or left at its address for service of notices under clauses 10.1 and 10.2; or

(b) in any other way permitted by law.

23 Scheme Implementation Agreement

Execution

Executed as an agreement.

Signed by

American Pacific Borates Limited

by a director and secretary/director:

/s/ David Salisbury	/s/ Anthony Hall
Signature of director	Signature of director/secretary
David Salisbury	Anthony Hall
Name of director (please print)	Name of director/secretary (please print)

Signed for and on behalf

of 5E Advanced Materials, Inc.

by its duly authorised officer:

/s/ Aaron Bertolatti

Signature of authorised officer

Aaron Bertolatti—Secretary

Name and title of authorised officer (please print)

24 Scheme Implementation Agreement

Annexure 1

Scheme of Arrangement

25 Scheme Implementation Agreement

Annexure 2

Deed Poll

26 Scheme Implementation Agreement

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

5E ADVANCED MATERIALS, INC.

ARTICLE I

NAME OF THE CORPORATION

The name of the corporation is 5E Advanced Materials, Inc. (the “Corporation”).

ARTICLE II

REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

BUSINESS PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

Section 4.01 Authorized Classes of Stock. The total number of shares of stock of all classes of capital stock that the Corporation is authorized to issue is 200,000,000, of which 180,000,000 shares shall be shares of common stock, par value of $0.01 per share (“Common Stock”), and 20,000,000 shares shall be shares of preferred stock, par value of $0.01 per share (“Preferred Stock”).

Section 4.02 Common Stock. Except as otherwise required by law, as provided in this Certificate of Incorporation or as provided in the resolution or resolutions, if any, adopted by the board of directors of the Corporation (the “Board of Directors”) with respect to any series of the Preferred Stock, the holders of the Common Stock shall exclusively possess all voting power. Each holder of shares of Common Stock shall be entitled to one vote for each share held by such holder. Subject to the rights of holders of any series of outstanding Preferred Stock, holders of shares of Common Stock shall have equal rights of participation in the dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall have equal rights to receive the assets and funds of the Corporation available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary.

Section 4.03 Preferred Stock. The Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors. The authority of the Board with respect to each series of Preferred Stock shall include determination of the following:

(a) the designation of the series;

(b) the number of shares of the series;

(c) the dividend rate or rates on the shares of that series, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(d) whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of such voting rights;

(e) whether the series will have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(f) whether or not the shares of that series shall be redeemable, in whole or in part, at the option of the Corporation or the holder thereof and, if made subject to such redemption, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at different redemption rates;

(g) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

(h) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(i) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; and

(j) any other relative rights, preferences and limitations of that series.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.02 Number. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation which shall constitute the entire Board of Directors shall be the number of directors as fixed from time to time in accordance with the bylaws of the Corporation (the “Bylaws”).

Section 5.03 Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors, and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by the sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation or removal.

Section 5.04 Written Ballot. Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.01 Limitation of Liability. To the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to or modification or repeal of this Section 6.01 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

Section 6.02 Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors. Any amendment to or modification or repeal of this Section 6.02 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

STOCKHOLDER ACTION

Section 7.01 Stockholder Consent Prohibition. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent by such stockholders.

Section 7.02 Special Meetings of Stockholders. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation shall be called only by (a) the Board of Directors or (b) the Secretary of the Corporation, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be set forth in the Bylaws.

ARTICLE VIII

BYLAWS

Section 8.01 Board of Directors. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter or repeal the Bylaws without any action on the part of the stockholders.

Section 8.02 Stockholders. The stockholders shall also have the power to adopt, amend, alter or repeal the Bylaws; provided that, in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or this Certificate of Incorporation, such adoption, amendment, alteration or repeal shall be approved by the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

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ARTICLE IX

AMENDMENTS

The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation; provided that notwithstanding any other provision of this Certificate of Incorporation or applicable law that might permit a lesser vote or no vote and in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or this Certificate of Incorporation, the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal or adopt any provisions inconsistent with this Article IX or Articles VI, VII or VIII of this Certificate of Incorporation.

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IN WITNESS WHEREOF, the undersigned, has executed this Certificate of Incorporation this 23rd day of September 2021.

/s/ Carol L. Helfrich

Carol L. Helfrich

Sole Incorporator

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF 5E ADVANCED MATERIALS, INC.

ARTICLE I

OFFICES

Section 1.01 Registered Office. The registered office of 5E Advanced Materials, Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”).

Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF THE STOCKHOLDERS

Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting in accordance with these Bylaws shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03 Special Meetings.

(a) Purpose. Special meetings of stockholders for any purpose or purposes shall be called only:

(i) by the Board of Directors; or

(ii) by the Secretary (as defined in Section 4.01), following receipt of one or more written demands to call a special meeting of the stockholders in accordance with, and subject to, this Section 2.03 from stockholders of record satisfying the ownership requirements as set forth in Article VII, Section 7.2 of the Certificate of Incorporation.

(b) Notice. A request to the Secretary shall be delivered to the Secretary at the Corporation’s principal executive offices and signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth:

(i) a brief description of each matter of business desired to be brought before the special meeting;

(ii) the reasons for conducting such business at the special meeting;

(iii) the text of any proposal or business to be considered at the special meeting (including the text of any resolutions proposed to be considered and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment); and

(iv) the information required in Section 2.12(b) of these Bylaws (for stockholder nomination demands) or Section 2.12(c) of these Bylaws (for all other stockholder proposal demands), as applicable.

(c) Business. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any special meeting requested by stockholders.

(d) Time and Date. A special meeting requested by stockholders shall be held at such date and time as may be fixed by the Board of Directors; provided that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if:

(i) the Board of Directors has called or calls for an annual or special meeting of the stockholders to be held within 90 days after the Secretary receives the request for the special meeting and the Board of Directors determines in good faith that the business of such meeting includes (among any other matters properly brought before the meeting) the business specified in the request;

(ii) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law;

(iii) an identical or substantially similar item (a “Similar Item”) was presented at any meeting of stockholders held within 120 days prior to the receipt by the Secretary of the request for the special meeting (and, for purposes of this Section 2.03(d)(iii), the election of directors shall be deemed a Similar Item with respect to all items of business involving the election or removal of directors); or

(iv) the special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

(e) Revocation. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary at the Corporation’s principal executive offices, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board of Directors, in its discretion, may cancel the special meeting.

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the United States mail, postage prepaid. Without

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limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days before the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07 Quorum. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Organization. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in his or her absence or inability to act, the Chief Executive Officer (as defined in Section 4.01) or, in his or her absence or inability to act, the officer or director whom the Board of Directors shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include the following:

(a) the establishment of an agenda or order of business for the meeting;

(b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting;

(c) rules and procedures for maintaining order at the meeting and the safety of those present;

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(d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine;

(e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and

(f) limitations on the time allotted to questions or comments by participants.

Section 2.09 Voting; Proxies.

(a) General. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held by such stockholder.

(b) Election of Directors. Unless otherwise required by the Certificate of Incorporation, the election of directors shall be by written ballot. If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, the election of directors shall be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election; provided that, if the Secretary determines that the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors. For purposes of this Section 2.09(b), a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” or “withhold” with respect to such nominee’s election. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee shall not be elected. The Nominating and Corporate Governance Committee has established procedures under which a director standing for reelection in an uncontested election must tender a resignation conditioned on the incumbent director’s failure to receive a majority of the votes cast. If an incumbent director who is standing for re-election does not receive a majority of the votes cast, the Nominating and Corporate Governance Committee shall make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors shall act on the committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who fails to receive a majority vote shall not participate in the committee’s recommendation or the Board of Directors’ decision.

(c) Other Matters. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

(d) Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such authorization may be a document executed by the stockholder or his or her authorized officer, director, employee, or agent. To the extent permitted by law, a stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who shall be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly

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authorized by the person who shall be the holder of the proxy to receive such transmission, provided that the electronic transmission either sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. A copy, facsimile transmission or other reliable reproduction (including any electronic transmission) of the proxy authorized by this Section 2.09 may be substituted for or used in lieu of the original document for any and all purposes for which the original document could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original document. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

Section 2.10 Inspectors at Meetings of Stockholders. In advance of any meeting of the stockholders, the Board of Directors shall appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election. When executing the duties of inspector, the inspector or inspectors shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b) determine the shares represented at the meeting and the validity of proxies and ballots;

(c) count all votes and ballots;

(d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and

(e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

Section 2.11 Fixing the Record Date. 

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the determination of stockholders entitled to notice of or to vote at the adjourned meeting.

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(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.12 Advance Notice of Stockholder Nominations and Proposals. 

(a) Annual Meetings. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. Except for nominations that are included in the Corporation’s annual meeting proxy statement pursuant to Section 2.13, to be properly brought before an annual meeting, nominations or such other business must be:

(i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

(ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof; or

(iii) otherwise properly brought before an annual meeting by a stockholder who is a stockholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.12.

In addition, any proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for stockholder action. For business (including director nominations) to be properly brought before an annual meeting by a stockholder pursuant to Section 2.12(a)(iii), the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.12(a), in writing to the Secretary even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Stockholder’s notice for an annual meeting must be delivered to the Secretary at the principal executive offices of the Corporation (A) not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting, if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year’s annual meeting or not later than 60 days after the anniversary of the previous year’s annual meeting, and (B) with respect to any other annual meeting of stockholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to the annual meeting and the close of business on the tenth day following the first date of Public Disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period or extend any notice time period. For the purposes of this Section 2.12 and Section 2.13, the term “Public Disclosure” means a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

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(b) Stockholder Nominations. For the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.12(a)(iii) or Section 2.12(d), a Proposing Stockholder’s notice to the Secretary shall set forth or include:

(i) the name, age, business address and residence address of each nominee proposed in such notice;

(ii) the principal occupation or employment of each such nominee;

(iii) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee, if any;

(iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act;

(v) a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written statement and agreement executed by each such nominee acknowledging that such person:

(A) consents to being named in the Company’s proxy statement as a nominee and to serving as a director if elected;

(B) intends to serve as a director for the full term for which such person is standing for election; and

(C) makes the following representations: (1) that the director nominee has read and agrees to adhere to the Corporation’s Corporate Governance Guidelines, Code of Business Conduct and any other of the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading, (2) that the director nominee is not and shall not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, shall act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, and (3) that the director nominee is not and shall not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification (a “Compensation Arrangement”) that has not been disclosed to the Corporation in connection with such person’s nomination for director or service as a director; and

(vi) as to the Proposing Stockholder:

(A) the name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made;

(B) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder’s notice, and a undertaking that the Proposing Stockholder shall notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within five business days after the record date for such meeting;

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(C) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and an undertaking that the Proposing Stockholder shall notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting;

(D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any of their affiliates or associates with respect to shares of stock of the Corporation, and an undertaking that the Proposing Stockholder shall notify the Corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting;

(E) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; and

(F) a representation whether the Proposing Stockholder intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination.

The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Any such update or supplement shall be delivered to the Secretary at the Corporation’s principal executive offices no later than five business days after the request by the Corporation for subsequent information has been delivered to the Proposing Stockholder.

(c) Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s notice to the Secretary shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting:

(i) a brief description of the business desired to be brought before the annual meeting;

(ii) the reasons for conducting such business at the annual meeting;

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(iii) the text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment);

(iv) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the business is being proposed;

(v) any other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;

(vi) a description of all agreements, arrangements or understandings between or among such stockholder, the beneficial owner, if any, on whose behalf the proposal is being made, any of their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such stockholder, beneficial owner or any of their affiliates or associates in such business, including any anticipated benefit therefrom to such stockholder, beneficial owner or their affiliates or associates; and

(vii) the information required by Section 2.12(b)(vi) above.

(d) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders called by the Board of Directors at which directors are to be elected pursuant to the Corporation’s notice of meeting:

(i) by or at the direction of the Board of Directors or any committee thereof; or

(ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.12(d) is delivered to the Secretary, who is entitled to vote at the meeting, and upon such election and who complies with the notice procedures set forth in this Section 2.12.

In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such positions as specified in the Corporation’s notice of meeting, if such stockholder delivers a stockholder’s notice that complies with the requirements of Section 2.12(b) to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the date of the first Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the Public Disclosure of an adjournment or postponement of a special meeting commence a new time period or extend any notice time period.

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(e) Effect of Noncompliance. Only such persons who are nominated in accordance with the procedures set forth in this Section 2.12 or Section 2.13 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting as shall be brought before the meeting in accordance with the procedures set forth in this Section 2.12 or Section 2.13, as applicable. If any proposed nomination was not made or proposed in compliance with this Section 2.12 or Section 2.13, as applicable, or other business was not made or proposed in compliance with this Section 2.12, then except as otherwise required by law, the chair of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding anything in these Bylaws to the contrary, unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.12 does not provide the information required under this Section 2.12 to the Corporation within five business days after the record date for such meeting or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation.

(f) Rule 14a-8. In addition to the provisions set forth in this Section 2.12, any stockholder proposal to be presented at an annual or special meeting must comply with Rule 14a-8 under the Exchange Act, and the Company reserves the right to exclude any non-complying proposal in accordance with Rule 14a-8 notwithstanding compliance with the provisions set forth in this Section 2.12.

Section 2.13 Proxy Access.

(a) Inclusion of Proxy Access Stockholder Nominee in Proxy Statement. Subject to the provisions of this Section 2.13, the Corporation shall include in its proxy statement (including its form of proxy and ballot) for an annual meeting of stockholders the name of any stockholder nominee for election to the Board of Directors submitted pursuant to this Section 2.13 (each, a “Proxy Access Stockholder Nominee”) provided:

(i) timely written notice of such Proxy Access Stockholder Nominee satisfying this Section 2.13 (“Proxy Access Notice”) is delivered to the Corporation by or on behalf of a stockholder or stockholders that, at the time the Proxy Access Notice is delivered, satisfy the ownership and other requirements of this Section 2.13 (such stockholder or stockholders, and any person on whose behalf they are acting, the “Eligible Stockholder”);

(ii) the Eligible Stockholder expressly elects in writing at the time of providing the Proxy Access Notice to have its Proxy Access Stockholder Nominee included in the Corporation’s proxy statement pursuant to this Section 2.13; and

(iii) the Eligible Stockholder and the Proxy Access Stockholder Nominee otherwise satisfy the requirements of this Section 2.13.

(b) Timely Notice. To be timely, the Proxy Access Notice must be delivered to the Secretary at the principal executive offices of the Corporation, not later than 120 days nor more than 150 days prior to the first anniversary of the date (as stated in the Corporation’s proxy materials) that the Corporation’s definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders; provided that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, the Proxy Access Notice must be so delivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of

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business on the later of (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which Public Disclosure of the date of such annual meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of the Proxy Access Notice.

(c) Information to be Included in Proxy Statement. In addition to including the name of the Proxy Access Stockholder Nominee in the Corporation’s proxy statement for the annual meeting, the Corporation shall also include (collectively, the “Required Information”):

(i) the information concerning the Proxy Access Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement pursuant to the Exchange Act; and

(ii) if the Eligible Stockholder so elects, a written statement of the Eligible Stockholder (or in the case of a group, a written statement of the group), not to exceed 500 words, in support of its Proxy Access Stockholder Nominee, which must be provided at the same time as the Proxy Access Notice for inclusion in the Corporation’s proxy statement for the annual meeting (a “Statement”).

Notwithstanding anything to the contrary contained in this Section 2.13, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation or listing standard. Additionally, nothing in this Section 2.13 shall limit the Corporation’s ability to solicit against and include in its proxy statement its own statements relating to any Proxy Access Stockholder Nominee.

(d) Proxy Access Stockholder Nominee Limits. The number of Proxy Access Stockholder Nominees (including Proxy Access Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy statement pursuant to this Section 2.13 but either are subsequently withdrawn or that the Board of Directors decides to nominate (a “Board Nominee”)) appearing in the Corporation’s proxy statement with respect to a meeting of stockholders shall not exceed 20% of the number of directors in office as of the last day on which notice of a nomination may be delivered pursuant to this Section 2.13 (the “Final Proxy Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below 20% (the “Permitted Number”); provided that:

(i) in the event that one or more vacancies for any reason occurs on the Board of Directors at any time after the Final Proxy Access Nomination Date and before the date of the applicable annual meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced;

(ii) any Proxy Access Stockholder Nominee who is included in the Corporation’s proxy statement for a particular meeting of stockholders but either (A) withdraws from or becomes ineligible or unavailable for election at the meeting or (B) does not receive a number of votes cast in favor of his or her election at least equal to 20% of the shares present in person or represented by proxy at the annual meeting and entitled to vote on the Proxy Access Stockholder Nominee’s election shall be ineligible to be included in the Corporation’s proxy statement as a Proxy Access Stockholder Nominee pursuant to this Section 2.13 for the next two annual meetings of stockholders following the meeting for which the Proxy Access Stockholder Nominee has been nominated for election; and

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(iii) any director in office as of the nomination deadline who was included in the Corporation’s proxy statement as a Proxy Access Stockholder Nominee for any of the two preceding annual meetings and whom the Board of Directors decides to nominate for election to the Board of Directors also shall be counted against the Permitted Number.

In the event that the number of Proxy Access Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 2.13 exceeds the Permitted Number, each Eligible Stockholder shall select one Proxy Access Stockholder Nominee for inclusion in Corporation’s proxy statement until the Permitted Number is reached, going in order of the amount (from greatest to least) of voting power of the Corporation’s capital stock entitled to vote on the election of directors as disclosed in the Proxy Access Notice. If the Permitted Number is not reached after each Eligible Stockholder has selected one Proxy Access Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

(e) Eligibility of Nominating Stockholder; Stockholder Groups. An Eligible Stockholder must have owned (as defined below) continuously for at least three years a number of shares that represents 3% or more of the outstanding shares of the Corporation entitled to vote in the election of directors (the “Required Shares”) as of both the date the Proxy Access Notice is delivered to or received by the Corporation in accordance with this Section 2.13 and the record date for determining stockholders entitled to vote at the meeting and must deliver a statement regarding the Eligible Stockholder’s intent with respect to continued ownership of the Required Shares for at least one year following the annual meeting. For purposes of satisfying the ownership requirement under this Section 2.13, the voting power represented by the shares of the Corporation’s capital stock owned by one or more stockholders, or by the person or persons who own shares of the Corporation’s capital stock and on whose behalf any stockholder is acting, may be aggregated, provided that:

(i) the number of stockholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20; and

(ii) each stockholder or other person whose shares are aggregated shall have held such shares continuously for at least three years.

Whenever an Eligible Stockholder consists of a group of stockholders or other persons, any and all requirements and obligations for an Eligible Stockholder set forth in this Section 2.13 must be satisfied by and as to each such stockholder or other person, except that shares may be aggregated to meet the Required Shares as provided in this Section 2.13(e). With respect to any one particular annual meeting, no stockholder or other person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 2.13.

(f) Funds. A group of two or more investment funds shall be treated as one stockholder or person for this Section 2.13 provided that the other terms and conditions in this Section 2.13 are met (including Section 2.13(h)(v)(A)) and the funds are:

(i) under common management and investment control;

(ii) under common management and funded primarily by the same employer (or by a group of related employers that are under common control); or

(iii) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended.

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(g) Ownership. For purposes of this Section 2.13, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of the Corporation’s capital stock as to which the person possesses both:

(i) the full voting and investment rights pertaining to the shares; and

(ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares:

(A) sold by such person or any of its affiliates in any transaction that has not been settled or closed;

(B) borrowed by such person or any of its affiliates for any purposes or purchased by such person or any of its affiliates pursuant to an agreement to resell; or

(C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such person or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such person’s or affiliates’ full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting, or altering to any degree gain or loss arising from the full economic ownership of such shares by such person or affiliate.

An Eligible Stockholder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Stockholder’s ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder has delegated any voting power by means of a proxy, power of attorney, or other instrument or arrangement that is revocable at any time by the person. An Eligible Stockholder’s ownership of shares shall be deemed to continue during any period in which the Eligible Stockholder has loaned such shares, provided that the Eligible Stockholder has the power to recall such loaned shares on three business days’ notice and recalls such loaned shares not more than three business days after being notified that any of its Proxy Access Stockholder Nominees shall be included in the Corporation’s proxy statement. The terms “owned,” “owning” and other variations of the word “own” have correlative meanings. For purposes of this Section 2.13, the term “affiliate” has the meaning ascribed thereto in the regulations promulgated under the Exchange Act.

(h) Nomination Notice and Other Eligible Stockholder Deliverables. An Eligible Stockholder must provide with its Proxy Access Notice the following information in writing to the Secretary:

(i) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within five business days prior to the date the Proxy Access Notice is delivered to or received by the Corporation, the Eligible Stockholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Stockholder’s agreement to provide:

(A) within five business days after the record date for the meeting, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date; and

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(B) immediate notice if the Eligible Stockholder ceases to own any of the Required Shares prior to the date of the applicable annual meeting of stockholders;

(ii) the Eligible Stockholder’s representation and agreement that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder under this Section 2.13):

(A) intends to continue to satisfy the eligibility requirements described in this Section 2.13 through the date of the annual meeting, including a statement that the Eligible Stockholder intends to continue to own the Required Shares for at least one year following the date of the annual meeting;

(B) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent;

(C) has not nominated and shall not nominate for election to the Board of Directors at the meeting any person other than the Proxy Access Stockholder Nominees being nominated pursuant to this Section 2.13;

(D) has not engaged and shall not engage in, and has not and shall not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Proxy Access Stockholder Nominees or a Board Nominee;

(E) shall not distribute to any stockholder any form of proxy for the meeting other than the form distributed by the Corporation;

(F) has provided and shall provide facts, statements and other information in all communications with the Corporation and its stockholders that are or shall be true and correct in all material respects and do not and shall not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(G) agrees to assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the Corporation’s stockholders or out of the information that the Eligible Stockholder provides to the Corporation;

(H) agrees to indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 2.13;

(I) shall file with the SEC any solicitation or other communication with the Corporation’s stockholders relating to the meeting at which the Proxy Access Stockholder Nominee shall be nominated, regardless of whether any such filing is required under Section 14 of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Section 14 of the Exchange Act; and

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(J) shall comply with all other applicable laws, rules, regulations, and listing standards with respect to any solicitation in connection with the meeting;

(iii) the written consent of each Proxy Access Stockholder Nominee to be named in the Corporation’s proxy statement, and form of proxy and ballot and, as a nominee and, if elected, to serve as a director;

(iv) a copy of the Schedule 14N (or any successor form) that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act;

(v) in the case of a nomination by a group of stockholders that together is an Eligible Stockholder:

(A) documentation satisfactory to the Corporation demonstrating that a group of funds qualifies pursuant to the criteria set forth in Section 2.13(f) to be treated as one stockholder or person for purposes of this Section 2.13; and

(B) the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

(vi) if desired, a Statement.

(i) Stockholder Nominee Agreement. Each Proxy Access Stockholder Nominee must:

(i) provide within five business days of the Corporation’s request an executed agreement, in a form deemed satisfactory to the Corporation, providing the following representations:

(A) the Proxy Access Stockholder Nominee has read and agrees to adhere to the Corporation’s Corporate Governance Guidelines, Code of Business Conduct and any other of the Corporation’s policies or guidelines applicable to directors, including with regard to securities trading;

(B) the Proxy Access Stockholder Nominee is not and shall not become a party to any Voting Commitment that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; and

(C) the Proxy Access Stockholder Nominee is not and shall not become a party to any Compensation Arrangement in connection with such person’s nomination for director or service as a director that has not been disclosed to the Corporation;

(ii) complete, sign and submit all questionnaires required of the Corporation’s Board of Directors within five business days after receipt of each such questionnaire from the Corporation; and

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(iii) provide within five business days of the Corporation’s request such additional information as the Corporation determines may be necessary to permit the Board of Directors to determine whether such Proxy Access Stockholder Nominee meets the requirements of this Section 2.13 or the Corporation’s requirements with regard to director qualifications and policies and guidelines applicable to directors, including whether:

(A) such Proxy Access Stockholder Nominee is independent under the independence requirements, including the committee independence requirements, set forth in the listing standards of the stock exchange on which shares of the Corporation’s capital stock are listed, any applicable rules of the SEC, and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the directors (the “Independence Standards”);

(B) such Proxy Access Stockholder Nominee has any direct or indirect relationship with the Corporation that has not been deemed categorically immaterial pursuant to the Corporation’s Corporate Governance Guidelines; and

(C) such Proxy Access Stockholder Nominee is not and has not been subject to any event specified in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), or any order of the type specified in Rule 506(d) of Regulation D under the Securities Act.

(j) Eligible Stockholder/Proxy Access Stockholder Nominee Undertaking. In the event that any information or communications provided by the Eligible Stockholder or Proxy Access Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in any respect or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Proxy Access Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any such inaccuracy or omission in such previously provided information and of the information that is required to make such information or communication true and correct. Notwithstanding the foregoing, the provision of any such notification pursuant to the preceding sentence shall not be deemed to cure any defect or limit the Corporation’s right to omit a Proxy Access Stockholder Nominee from its proxy materials as provided in this Section 2.13.

(k) Exceptions Permitting Exclusion of Proxy Access Stockholder Nominee. The Corporation shall not be required to include pursuant to this Section 2.13 a Proxy Access Stockholder Nominee in its proxy statement (or, if the proxy statement has already been filed, to allow the nomination of a Proxy Access Stockholder Nominee, notwithstanding that proxies in respect of such vote may have been received by the Corporation):

(i) if the Eligible Stockholder who has nominated such Proxy Access Stockholder Nominee has nominated for election to the Board of Directors at the meeting any person other than pursuant to this Section 2.13, or has or is engaged in, or has been or is a “participant” in, another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Proxy Access Stockholder Nominees or a Board Nominee;

(ii) if the Corporation has received a notice (whether or not subsequently withdrawn) that a stockholder intends to nominate any candidate for election to the Board of Directors pursuant to the advance notice requirements in Section 2.12 of these Bylaws;

(iii) who is not independent under the Independence Standards;

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(iv) whose election as a member of the Board of Directors would violate or cause the Corporation to be in violation of the Certificate of Incorporation, these Bylaws, the Corporation’s Corporate Governance Guidelines or Code of Business Conduct, or other document setting forth qualifications for directors, the listing standards of the stock exchange on which shares of the Corporation’s capital stock is listed, or any applicable state or federal law, rule or regulation;

(v) if the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Voting Commitment;

(vi) if the Proxy Access Stockholder Nominee is or becomes a party to any undisclosed Compensation Arrangement;

(vii) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;

(viii) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years;

(ix) who is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act; or

(x) if such Proxy Access Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading or shall have breached its or their agreements, representations, undertakings, or obligations pursuant to this Section 2.13.

(l) Invalidity. Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall be entitled to declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, and the Corporation shall not be required to include in its proxy statement any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible Stockholder, if:

(i) the Proxy Access Stockholder Nominee or the applicable Eligible Stockholder shall have breached its or their agreements, representations, undertakings or obligations pursuant to this Section 2.13, as determined by the Board of Directors or the person presiding at the meeting; or

(ii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to this Section 2.13.

(m) Interpretation. The Board of Directors (and any other person or body authorized by the Board of Directors) shall have the power and authority to interpret this Section 2.13 and to make any and all determinations necessary or advisable to apply this Section 2.13 to any persons, facts or circumstances, including the power to determine whether:

(i) a person or group of persons qualifies as an Eligible Stockholder;

(ii) outstanding shares of the Corporation’s capital stock are “owned” for purposes of meeting the ownership requirements of this Section 2.13;

(iii) a notice complies with the requirements of this Section 2.13;

(iv) a person satisfies the qualifications and requirements to be a Proxy Access Stockholder Nominee;

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(v) inclusion of the Required Information in the Corporation’s proxy statement is consistent with all applicable laws, rules, regulations and listing standards; and

(vi) any and all requirements of this Section 2.13 have been satisfied.

Any such interpretation or determination adopted in good faith by the Board of Directors (or any other person or body authorized by the Board of Directors) shall be conclusive and binding on all persons, including the Corporation and all record or beneficial owners of stock of the Corporation.

Section 2.14 No Action by Stockholder Consent in Lieu of a Meeting. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of Corporation and may not be effected by any consent by such stockholders.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number; Term of Office. The Board of Directors shall consist of not less than two and not more than eleven directors, as fixed from time to time solely by resolution of a majority of the total number of directors that the Corporation would have if there were no vacancies. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 3.03 Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by the sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation or removal.

Section 3.04 Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event or events as is therein specified. A resignation that is conditioned on a director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. A verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the Corporation.

Section 3.05 Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders holding a majority of the shares then entitled to vote at an election of directors may remove any director from office with or without cause.

Section 3.06 Fees and Expenses. Directors shall receive such reasonable fees for their services on the Board of Directors and any committee thereof and such reimbursement of their actual and reasonable expenses as may be fixed or determined by the Board of Directors. For so long as the Corporation is admitted to the official list of ASX Limited (“ASX”), the maximum aggregate annual directors’ fee pool from which non-executive Directors may be paid for their service on the Board of Directors, exclusive of expense reimbursement and genuine “special exertion” fees paid in accordance with these Bylaws and equity grants, shall not exceed US$1,500,000 (or such larger sum as may be approved by the stockholders at an annual or special meeting of the stockholders).

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Section 3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors.

Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the Chair of the Board, the lead independent director of the Board of Directors, if applicable, or the Chief Executive Officer on at least 48 hours’ notice to each director given by one of the means specified in Section 3.11 other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the Chair of the Board or the Secretary in like manner and on like notice on the written request of any two or more directors. The notice need not state the purposes of the special meeting and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11 Notices. Subject to Section 3.08, Section 3.10 and Section 3.12, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these Bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13 Organization. At each regular or special meeting of the Board of Directors, the Chair of the Board or, in his or her absence, the lead independent director, if applicable, or, in his or her absence, another director selected by the Board of Directors shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary is absent from any meeting of the Board of Directors, an assistant secretary of the Corporation shall perform the duties of secretary at such meeting. In the absence from any such meeting of the Secretary and all assistant secretaries of the Corporation, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.14 Quorum of Directors. Except as otherwise provided by these Bylaws, the Certificate of Incorporation, or required by applicable law, the presence of a majority of the total number of directors on the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

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Section 3.15 Action by Majority Vote. Except as otherwise required by applicable law or otherwise provided by the Certificate of Incorporation or these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16 Directors’ Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission.

Section 3.17 Chair of the Board. The Board of Directors shall annually elect one of its members to be its chair (the “Chair of the Board”) and shall fill any vacancy in the position of Chair of the Board at such time and in such manner as the Board of Directors shall determine. Except as otherwise provided in these Bylaws, the Chair of the Board shall preside at all meetings of the Board of Directors and of stockholders. The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the Board of Directors.

Section 3.18 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

ARTICLE IV

OFFICERS

Section 4.01 Positions and Election. The officers of the Corporation shall be chosen by the Board of Directors and shall include a chief executive officer (the “Chief Executive Officer”), a president (the “President”), a chief financial officer (the “Chief Financial Officer”), a treasurer (the “Treasurer”), and a secretary (the “Secretary”). The Board of Directors, in its discretion, may also elect one or more vice presidents, assistant treasurers, assistant secretaries and other officers in accordance with these Bylaws. Any two or more offices may be held by the same person.

Section 4.02 Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or

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appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving notice of his or her resignation in writing, or by electronic transmission, to the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.03 Chief Executive Officer. The Chief Executive Officer shall, subject to the provisions of these Bylaws and the control of the Board of Directors, have general supervision, direction and control over the business of the Corporation and over its officers. The Chief Executive Officer shall perform all duties incident to the office of the Chief Executive Officer, and any other duties as may be from time to time assigned to the Chief Executive Officer by the Board of Directors, in each case subject to the control of the Board of Directors.

Section 4.04 President. The President shall report and be responsible to the Chief Executive Officer. The President shall have such powers and perform such duties as from time to time may be assigned or delegated to the President by the Board of Directors or the Chief Executive Officer or that are incident to the office of president.

Section 4.05 Vice Presidents. Each vice president of the Corporation shall have such powers and perform such duties as may be assigned to him or her from time to time by the Board of Directors, the Chief Executive Officer or the President or that are incident to the office of vice president.

Section 4.06 Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chair of the Board, or the Chief Executive Officer. The Secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.07 Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation and shall have such powers and perform such duties as may be assigned by the Board of Directors, the Chair of the Board or the Chief Executive Officer.

Section 4.08 Treasurer. The treasurer of the Corporation shall have the custody of the Corporation’s funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in records belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the President and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.09 Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.10 Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the Chief Executive Officer or the President or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

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ARTICLE V

INDEMNIFICATION

Section 5.01 Indemnification. The Corporation shall indemnify and hold harmless to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by the person was authorized in the specific case by the Board of Directors.

Section 5.02 Advancement of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a director or officer of the Corporation in defending any Proceeding in advance of its final disposition, upon receipt of an undertaking by or on behalf of such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Section 5.02 or otherwise. Payment of such expenses actually and reasonably incurred by such person may be made by the Corporation, subject to such terms and conditions as the general counsel of the Corporation in his or her discretion deems appropriate.

Section 5.03 Non-Exclusivity of Rights. The rights conferred on any person by this Article V shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL.

Section 5.04 Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 5.05 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

Section 5.06 Repeal, Amendment or Modification. Any amendment, repeal or modification of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE VI

STOCK CERTIFICATES AND THEIR TRANSFER

Section 6.01 Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed such a certificate ceases to be an officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if the signatory were still such at the date of its issue.

Section 6.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books administered by or on behalf of the Corporation only by the direction of the registered holder thereof or such person’s attorney, lawfully constituted in writing, and, in the case of certificated shares, upon the surrender to the Company or its transfer agent or other designated agent of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued.

Section 6.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 6.04 Lost, Stolen or Destroyed Certificates. The Board of Directors or the Secretary may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors or the Secretary may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01 Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board of Directors.

Section 7.02 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 7.03 Checks, Notes and Drafts. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 7.04 Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

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Section 7.05 Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 7.06 Forum for Adjudication of Disputes.

(a) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws; or

(iv) any action asserting a claim governed by the internal affairs doctrine;

in each case, subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. If any action the subject matter of which is within the scope of this Section 7.06 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 7.06 (an “Enforcement Action”) and to having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Notwithstanding the foregoing, the provisions of this Section 7.06 will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.06(a).

(b) Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.06(b).

Section 7.07 ASX Listing. If the Corporation is admitted to the official list of ASX, the following clauses apply:

(a) Notwithstanding anything contained in these Bylaws, if the Listing Rules of ASX and any other rules of ASX which are applicable while the Corporations is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express waiver by ASX (the “Listing Rules”), prohibit an act being done, the act shall not be done.

(b) Nothing contained in these Bylaws prevents an act being done that the Listing Rules require to be done.

(c) If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

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(d) If the Listing Rules require these Bylaws to contain a provision and they do not contain such a provision, these Bylaws are deemed to contain that provision.

(e) If the Listing Rules require these Bylaws not to contain a provision and they contain such a provision, these Bylaws are deemed not to contain that provision.

(f) If any provision of these Bylaws is or becomes inconsistent with the Listing Rules, these Bylaws are deemed not to contain that provision to the extent of the inconsistency.

Section 7.08 Restricted Securities. If the Corporation is admitted to the official list of ASX, the following clauses apply:

(a) A holder of restricted securities (as defined in the Listing Rules, “Restricted Securities” must not dispose of (as that term is defined in the Listing Rules, “Dispose”), or agree or offer to Dispose of, their Restricted Securities during the escrow period applicable to those Restricted Securities, except as permitted by the Listing Rules or ASX.

(b) If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Corporation’s issuer sponsored sub register and are to have a holding lock (as that term is defined in the Listing Rules) applied for the duration of the escrow period applicable to those Restricted Securities.

(c) The Corporation will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those Restricted Securities, except as permitted by the Listing Rules or ASX.

(d) A holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the escrow period applicable to those Restricted Securities, except as permitted by the Listing Rules or ASX.

(e) If a holder of Restricted Securities breaches a restriction deed or a provision of these Bylaws restricting the disposal of those Restricted Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Restricted Securities for so long as the breach continues.

ARTICLE VIII

AMENDMENTS

Section 8.01 These Bylaws may be adopted, amended, alteration or repealed by the stockholders entitled to vote; provided that (a) the Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend, alter or repeal these Bylaws upon the Board of Directors, (b) in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, such adoption, amendment, alteration or repeal shall be approved by the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, and (c) any proposal by a stockholder to adopt, amend, alter or repeal these Bylaws shall be subject to the provisions of Article II of these Bylaws except as otherwise required by law. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power, nor limit their power to adopt, amend, alter or repeal these Bylaws.

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EX-10.1

Exhibit 10.1

5E Advanced Materials, Inc.

2022 Equity Compensation Plan

1. PURPOSE

The Board of Directors (the “Board”) of 5E Advanced Materials Inc., a Delaware corporation (the “Company”), has adopted this 2022 Equity Compensation Plan (the “Plan”) to promote the financial interests of the Company by providing a means by which current and prospective directors, officers, key employees and consultants of the Company can be retained and motivated through acquiring an equity interest in the Company or be paid incentive compensation in the form of the Company’s Common Stock.

2. AWARDS UNDER THE PLAN

The Plan provides for the grant of any of the following Awards:

a. Stock Options (“Options”) – the right, but not the obligation, to purchase Common Stock at a specified price, subject to certain conditions,

b. Restricted Share Units (“RSU”) – an unfunded and unsecured promise to deliver shares of Common Stock upon attainment of certain service-based conditions,

c. Performance Share Units (“PSU”) – an unfunded and unsecured promise to deliver shares of Common Stock that vest through attainment of certain service-based and performance-based conditions,

d. Director Share Units (“DSU”) – an unfunded and unsecured promise to deliver shares of Common Stock as payment for Board service subject to certain restrictions, and

e. Performance Cash Units (“PCU”) – an unfunded and unsecured promise to deliver a specified monetary amount that vest through attainment of certain service-based and performance-based conditions.

f. Other Equity-Based Awards – an award that is not an Option, RSU, PSU, or DSU, that is granted under the Plan and is (i) payable by delivery of Common Stock, and/or (ii) measured by reference to the value of Common Stock.

3. SHARES SUBJECT TO THE PLAN

a. Subject to Section 14 of the Plan, the maximum number of shares of Common Stock available for issuance pursuant to Awards granted under the Plan is 2,500,000 (the “Plan Share Reserve”), being 5.95% of the Company’s issued and outstanding Common Stock as of January 12, 2022. The Company cannot increase such number without shareholder approval.

b. Each Award granted under the Plan will reduce the Plan Share Reserve by the number of Shares underlying the Award. Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, or terminated without issuance to the Participant of the full number of Shares to which the Award related, the unissued shares will be returned for future grant under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for issuance under the Plan. Shares withheld in payment of the exercise price or Tax-Related Items with respect to Awards will be returned to the Plan Share Reserve for future grants of Awards under the Plan and shall not reduce the Plan Share Reserve. To the extent an award under the Plan is paid out in cash rather than Shares, such cash payment shall not reduce the number of Shares available for issuance under the Plan Share Reserve.

c. Shares of Common Stock delivered by the Company in settlement of Awards may be issued by the Company from:

i. authorized and unissued shares,

ii. shares held in treasury by the Company,

iii. shares purchased by the Company on the open market or by private purchase, or

iv. any combination of the foregoing.

d. Awards may, in the sole discretion of the Board, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). If the Board determines that Substitute Awards are to be granted under the Plan, the number of shares of Common Stock underlying any Substitute Awards shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.

4. ELIGIBILITY & PARTICIPATION

a. Participation in the Plan is by invitation of and at the sole discretion of the Board. The Board may grant Awards to Eligible Participants.

b. Individual grants are determined by an assessment of an individual’s current and expected future performance, level of responsibilities and the impact of the position, and contribution to the Company.

c. An “Eligible Participant” may be granted more than one Award under the Plan, and Awards may be granted at any time or times prior to the termination of the Plan. Vesting periods and designated Performance Periods may overlap, and Participants may participate simultaneously with respect to Options or other Awards that are subject to different Performance Periods and different performance goals and other criteria.

d. In no circumstance will the number of shares of Common Stock that may be issued to any individual under the Plan (when combined with all the Company’s other security-based compensation arrangements, as applicable) exceed 2% of the Company’s outstanding issue from time to time.

e. The maximum number of Shares subject to Awards granted during a single Fiscal Year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the Fiscal Year, may not exceed USD 750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes).

5. ADMINISTRATION

a. The Board, acting upon recommendations from the Compensation Committee (Committee), shall administer the Plan. Unless otherwise expressly provided in the applicable governing documents of the Company, the acts of a majority of the members present at any meeting of the Board at which a quorum is present, or acts approved in writing by all of the members of the Board, shall be deemed the acts of the Board.

b. The Board may, at its sole discretion, at any time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Board under the Plan, including but not limited to:

i. designate Eligible Participants,

ii. determine the type or types of Awards to be granted to Eligible Participants,

iii. determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with Awards,

iv. determine the terms and conditions of any Award,

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v. determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, CDIs, other securities, other Awards or other property,

vi. interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan,

vii. establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Board shall deem appropriate for the proper administration of the Plan,

viii. accelerate or extend the vesting or exercisability of, payment for, or lapse of restrictions on Awards,

ix. adjust Performance Factors to account for changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events, or circumstances to avoid windfalls or hardships, and

x. make any other determination and take any other action that the Board deems necessary or desirable for the administration of the Plan and to protect the interests of the Company.

c. The Board may delegate to the Committee, and/or one or more officers of the Company or of any Affiliate, the authority to act on behalf of the Board with respect to any matter, right, obligation or election that is the responsibility of, or that is allocated to, the Board in the Plan and that may be so delegated as a matter of law. References to Committee in this Plan shall mean the Board to the extent the Board has not delegated its authority hereunder to a Committee. To the extent the Board has delegated its authority hereunder to a Committee and the intent is to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act, it is intended that each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan that is intended to qualify for the exemptions provided by Rule 16b-3 promulgated under the Exchange Act be a Qualifying Director. However, the fact that a Committee member shall fail to qualify as a Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

d. The Award Agreement for a given Award, the Plan, and any other documents may be delivered to, and accepted by, an Eligible Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

e. To comply with the laws and practices in other countries in which the Company, its Affiliates operate or have employees or other individuals eligible for Awards, the Board in its sole discretion will have the power and authority to:

i. determine which Affiliates will be covered by the Plan,

ii. determine which individuals outside the United States are eligible to participate in the Plan, which may include individuals who provide services to the Company or Affiliate under an agreement with a foreign nation or agency,

iii. modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws, policies, customs, and practices,

iv. establish subplans and modify exercise procedures, vesting conditions, and other terms and procedures to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications will be attached to this Plan as appendices, if necessary), and

v. take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals, provided, however, that no action taken under

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this provision will increase the Share limitations contained in Section 3.a. of this Plan. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

6. STOCK OPTIONS

a. Option Grants. The Board may grant Options to Eligible Participants. Each grant will specify the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.

b. Type of Option. All Options granted under this Plan will be deemed Nonqualified Stock Options.

c. Date of Grant. The date of grant of an Option will be the date on which the Board makes the determination to grant such Option, or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option.

d. Vesting Period. Unless otherwise prescribed in the Award Agreement, forty percent (40%) of the Options will vest on the second anniversary of the date the Option is granted, and the remaining sixty percent (60%) will vest on the third anniversary of the date the Option is granted.

e. Exercise Period. Vested Options are exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option, provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted. Should the expiry date should be determined to occur either during a blackout period or within ten business days following the expiry of a blackout period, the expiry date of such Option shall be deemed to be the date that is the tenth business day following the expiry of the Blackout Period or, in the case of Participants who are U.S. taxpayers, such earlier date that may be required to avoid the application of adverse tax consequences under Section 409A of the Code.

f. Exercise Price. The exercise price of an Option will be set by the Board when the Option is granted. Except as otherwise provided by the Board in the case of Substitute Awards, the exercise price will be not less than one hundred percent (100%) of the Fair Market Value of the Shares. Payment for the Shares purchased may be made in accordance with the Award Agreement and any procedures established by the Company.

g. Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives:

i. notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third-party administrator), and

ii. full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Board and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

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h. Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

i. Separation from Service. In the event a Participant’s service with the Company ceases during the vesting period, any unvested Options held by the Participant shall expire and be forfeited immediately, provided however that the Board shall have the absolute discretion to accelerate the vesting date. Except as otherwise provided in an Award Agreement, vested Options must be exercised in accordance with the terms of this Plan by the earlier of the first anniversary date of the termination of service or the expiry date of the Option.

7. RESTRICTED SHARE UNITS

a. RSU Grants. The Plan authorizes the Board to grant RSUs. Each RSU provides the recipient with the right to receive Common Stock as a discretionary payment in consideration of past services or as an incentive for future services, subject to the Plan and with such additional provisions and restrictions as the Board may determine. Each RSU grant shall be evidenced by an Award Agreement stating the number of RSUs granted, the vesting requirements, any other restrictions or conditions associated, and the method of exercise.

b. Date of Grant. The date of grant of an RSU will be the date on which the Board makes the determination to grant such RSU or a specified future date. Unless specified otherwise by the Board, RSUs are granted after the financial results for each fiscal year have been approved by the Board. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the RSU.

c. Vesting. Concurrent with the granting of the RSU, the Board shall determine the period during which the RSU is not vested and the holder of such RSU remains ineligible to receive Common Stock. Such period may be reduced or eliminated from time to time for any reason as determined by the Board. Unless specified otherwise, forty percent (40%) of the RSUs granted vest at the expiry of the Company’s first Fiscal Year immediately following the Fiscal Year in which the RSUs were granted, and the remaining sixty percent (60%) vest at the expiry of the second Fiscal Year following the Fiscal Year in which the RSUs were granted.

d. Expiration. Unless specified otherwise by the Board at the time of grant, RSUs have a notional term of three years, and expire at the end of the second Fiscal Year following the Fiscal Year in which they were granted.

e. Form and Timing of Settlement. The Board, at its sole discretion, may settle vested RSUs in Shares, cash, or a combination of both, and will determine at the time of grant the timing of settlement of vested RSUs (consistent with the requirements of Section 409A of the Code to avoid adverse tax consequences thereunder, if applicable), in each case, as set forth in the Award Agreement.

f. Separation from Service. In the event a Participant’s service with the Company ceases during the vesting period, any unvested RSUs held by the Participant shall expire and be forfeited immediately, provided however that the Board shall have the absolute discretion to accelerate the vesting date.

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g. Dividend Equivalent Rights. The Board may, in its sole discretion, grant Dividend Equivalent Rights, payable in cash, Shares, other securities, other Awards or other property, on such terms and conditions as may be determined by the Board in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional Shares.

8. PERFORMANCE SHARE UNITS

a. PSU Grants. The Plan authorizes the Board to grant PSUs. Each PSU provides the recipient with the right to receive a share of Common Stock as a discretionary incentive, subject to the Plan and with such additional provisions and restrictions as the Board may determine. Each PSU grant shall be evidenced by an Award Agreement stating the number of PSUs granted, the service-based vesting requirements, the performance-based vesting condition(s), and any other associated restrictions or conditions.

b. Date of Grant. The date of grant of a PSU will be the date on which the Board makes the determination to grant such PSU or a specified future date. Unless determined otherwise by the Board, PSUs are granted after the financial results for each Fiscal Year have been approved by the Board. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the PSU.

c. Vesting. Unless provided otherwise in the Award Agreement each PSU is subject to two or more vesting conditions. Concurrent with the granting of the PSU, the Board shall determine the:

i. Service-based Requirement. The period the Participant must be in continuous service to the Company to be eligible to receive PSU Awards subject to achievement of performance-based criteria. Unless specified otherwise by the Board, one hundred percent (100%) of the PSUs granted vest upon expiry of the Company’s second Fiscal Year following the Fiscal Year in which the PSUs were granted.

ii. Performance-based Requirement(s). The performance condition(s) to be met for the Participant to vest in PSU Awards after satisfying the service-based vesting requirement. Actual performance realized relative to the goals or criteria established at the date of grant will be measured over a three-year Performance Period ending on the expiry date of the PSU.

iii. Performance Modifier(s). A modifier for each applicable performance condition to determine the number of PSU Awards that are earned relative to the performance level(s) achieved. The formula for determining the Performance Modifier is set out by the Board for each grant. This Modifier will range from 0.0x to a maximum of 1.5x unless specified otherwise by the Board and is applied to the original number of PSUs granted to calculate the number of PSU Awards vested and earned.

d. Term. Unless specified otherwise by the Board at the time of grant, PSUs have a notional term of three years, and expire at the end of the second Fiscal Year following the Fiscal Year in which they were granted.

e. Form and Timing of Settlement. The Board, at its sole discretion, may settle vested PSUs in Shares, cash, or a combination of both, and will determine at the time of grant the timing of settlement of vested PSUs (consistent with the requirements of Section 409A of the Code to avoid adverse tax consequences thereunder, if applicable), in each case, as set forth in the Award Agreement.

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f. Separation from Service. In the event a Participant’s service with the Company ceases prior to completion of the vesting period, unvested PSUs granted to the Participant shall expire and be forfeited immediately; provided. however, that the Board shall have the absolute discretion to accelerate the vesting date. Should the Board choose to accelerate vesting on PSUs granted, performance vesting conditions will be waived.

9. DIRECTOR SHARE UNITS

a. DSU Grants. The Plan authorizes the Board to grant DSUs to eligible, Non-Employee Directors to deliver a designated portion of Director compensation in the form of Common Stock. Each DSU provides the recipient with the right to receive one share of Common Stock as payment in consideration of services rendered, subject to the Plan and with such additional provisions and restrictions as the Board may deem appropriate.

b. Date and Amount of Grants. Grants are made upon commencement of Board service with a value equivalent to fifty percent (50%) of the projected Board fees payable for the following year, unless the proportion is otherwise specified by the Board. The number of DSUs granted shall be calculated by dividing the monetary value to be delivered by the average closing price of Common Stock for the ten trading days prior to the date of grant and rounding up to the nearest whole unit.

c. Dividend Equivalents. In the event any dividend is declared on the Common Stock, holders of DSUs that have been granted but on which the underlying Common Stock has not yet been issued shall be entitled to receive an additional number of DSUs equivalent to the amount of the dividend such Participant would have received based on the closing NASDAQ Share price on the day the dividend is declared, rounded up to the nearest whole unit.

d. Vesting. Unless the Award Agreement provides otherwise, one hundred percent (100%) of DSUs vest on the first anniversary of the date of grant.

e. Term. DSUs have a term of one year.

f. Form and Timing of Settlement. The Board, at its sole discretion, may settle vested DSUs in Shares, cash, or a combination of both, and will determine at the time of grant the timing of settlement of vested DSUs (consistent with the requirements of Section 409A of the Code to avoid adverse tax consequences thereunder, if applicable), in each case, as set forth in the Award Agreement.

g. Separation from Service. All unvested DSUs will automatically vest on the first business day following the date the individual ceases to hold any directorship with the Company or Affiliate.

10. PERFORMANCE CASH UNITS

a. PCU Grants. The Plan authorizes the Board to grant PCUs. Each PCU carries a notional monetary value designated by the Board at the date of grant and offers the Participant the opportunity to receive a specified monetary Award upon successfully attaining certain future service-based and performance-based conditions set out by the Board at the date of grant, plus any additional provisions and restrictions as the Board may determine.

b. Award Agreement. Each PCU grant shall be evidenced by an Award Agreement stating the number of PCUs granted, the designated value of each PCU, the service-based vesting requirements, the performance-based vesting requirement(s) and any other associated restrictions or conditions, and the method of settlement.

c. Date of Grant. The date of grant of a PCU will be the date on which the Board makes the determination to grant such PCU. Unless specified otherwise by the Board, PCUs are granted after the financial results for each fiscal year have been approved by the Board. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the PCU.

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d. Vesting. Unless otherwise provided in the Award Agreement, each PCU is subject to two or more vesting conditions. Upon granting of PCUs, the Board shall determine:

i. Service-based Requirement. The period the Participant must be in continuous service to the Company to be eligible to receive PCU Awards subject to achievement of performance-based criteria. Unless specified otherwise by the Board, one hundred percent (100%) of the PCUs granted vest upon expiry of the Company’s second fiscal year following the fiscal year in which the PCUs were granted.

ii. Performance-based Requirement(s). The performance condition(s) to be met for the Participant to vest in PCU Awards upon fulfilling the service-based vesting requirement. Actual performance realized relative to the goals or criteria established at the date of grant will be measured over a three-year Performance Period expiring at the end of the second fiscal year following the year in which the PCUs were granted.

iii. Performance Modifier(s). A modifier for each applicable performance condition to determine the number of PCU Awards that are earned relative to the performance level(s) achieved. The formula for determining the Performance Modifier is set out by the Board for each grant. This Modifier, which will range from 0.0x to a maximum of 1.5x unless specified otherwise by the Board, is applied to the original number of PCUs granted to calculate the number of PCUs vested and earned.

e. Term. Unless specified otherwise by the Board at the time of grant, PCUs have a notional term of three years, and expire at the end of the second Fiscal Year following the fiscal year in which they were granted.

f. Form and Timing of Settlement. The Board, at its sole discretion, may settle vested PCUs in Shares, cash, or a combination of both, and will determine at the time of grant the timing of settlement of vested PCUs (consistent with the requirements of Section 409A of the Code to avoid adverse tax consequences thereunder, if applicable), in each case, as set forth in the Award Agreement.

g. Separation from Service. In the event a Participant’s service with the Company ceases prior to completion of the vesting period, PCUs granted to the Participant shall expire and be forfeited immediately; provided, however, that the Board shall have the absolute discretion to accelerate the vesting date. Should the Board choose to accelerate vesting on PCUs granted, performance vesting conditions will be waived.

11. OTHER EQUITY AWARDS

a. The Board may grant Other Equity-Based Awards under the Plan, denominated in Shares or based upon the value or otherwise related to the Shares, to Eligible Participants, alone or in tandem with other Awards, in such amounts and, dependent on such other conditions as the Board shall from time to time in its sole discretion determine. Each Other Equity-Based Award granted under the Plan shall be evidenced by an Award Agreement and shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

12. GENERAL TERMS APPLICABLE TO ALL AWARDS

a. Withholding Taxes. The Company and its Subsidiaries and Affiliates shall be entitled to withhold, or require the Participant to remit to the Company or one or more of its Subsidiaries or Affiliates, as applicable, an amount sufficient to satisfy Tax-Related Items attributable to any Awards. The Company may defer making payment or delivery of Shares under an Award if any such Tax-Related Items may be pending unless and until indemnified to its satisfaction, and the Company shall have no liability to any Participant for exercising the foregoing right. The Board may, in its sole discretion and subject to such rules as it may adopt, permit or require a Participant to pay all or a portion of the Tax-Related Items arising in connection with an Award by, without limitation: (i) having the Participant pay an amount in cash (by check or wire transfer), (ii) having the Company withhold Shares otherwise issuable pursuant to the Award that have an aggregate Fair Market Value approximately equal to the amount to be withheld, (iii) the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Board to avoid adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value approximately equal to the amount to be withheld, (iii) selling Shares issued pursuant to such Award and having the Company withhold from the proceeds of the sale of such Shares, (v) having the Company or a Subsidiary or Affiliate, as applicable, withhold from any cash compensation payable to the Participant, (vi) requiring the Participant to repay the Company or Subsidiary or Affiliate, as applicable, in cash or in Shares, for Tax-Related Items paid on the Participant’s behalf, or (vii) any other method of withholding determined by the Board that is permissible under Applicable Laws.

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b. No Transferability. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company of any Subsidiary or Affiliate

c. Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant.

d. Standards of Conduct. All Awards granted under this Plan, in accordance with applicable law and Board determination of behaviour by Participants to be fraudulent, unethical, or in any other way detrimental to the financial or reputational interests of the Company, will be subject to cancellation or forfeiture, and the recoupment of any gains realized with respect to exercised Awards subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

e. No Obligation to Employ. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or service to, or to continue any other relationship with, the Company or limit in any way the right of the Company to terminate Participant’s employment or service or other relationship at any time.

f. No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between any member of the Company Group, on the one hand, and a Participant or other person, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be obligated to maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other service providers under general law.

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g. Waiver. A waiver by the Company of breach of any provision of the Plan shall not operate or be construed as a waiver of any other provision of the Plan, or of any subsequent breach by any Participant.

13. AMENDMENT OR TERMINATION OF THE PLAN

a. The Board may amend, suspend, or terminate the Plan or any Award granted under the Plan without shareholder approval provided that:

i. such amendment, suspension or termination is in accordance with applicable laws and the rules of any stock exchange on which the Company’s shares are listed, and

ii. no amendment to, suspension of, or termination of the Plan or to an Award granted thereunder will have the effect of impairing, derogating from or otherwise materially adversely affecting the terms of an Award which is outstanding at the time of such amendment without the written consent of the holder of such Award, except to the extent the Board determines, in its sole discretion, that any such action is necessary or desirable to facilitate compliance with applicable laws.

b. The Board shall obtain shareholder approval if such approval is necessary to comply with applicable law and/or the rules of the stock exchange on which the Common Stock is listed, and of:

i. any amendment to the aggregate number of shares of Common Stock issuable under the Plan,

ii. any amendment to the limitations on shares that may be reserved for issuance, or issued, to insiders,

iii. any amendment that would reduce the exercise price of an outstanding Option other than pursuant to a declaration of stock dividends of shares or consolidations, sub-divisions or reclassification of shares, or otherwise, and

iv. any amendment that would extend the expiry date of any Option granted under the Plan.

c. If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination will continue in effect as long as any Award pursuant thereto remains outstanding.

14. CHANGES IN CAPITAL STRUCTURE

a. No Effect on Authority of the Board or Stockholders. The existence of this Plan and any Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

b. Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number, class

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and type of securities available under this Plan shall be adjusted and all outstanding Awards shall be adjusted by the Committee in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants.

c. Change in Control. The effect, if any, of a Change in Control on any Awards outstanding at the time immediately prior to such Change in Control will be as specifically set forth in the corresponding Award agreement, or if no such treatment is specified, then such outstanding Awards shall be subject to any agreement of purchase, merger or reorganization that effects such Change in Control, which agreement shall provide for treatment of such Awards.

15. COMPLIANCE WITH APPLICABLE LAWS

a. Governing Law. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will remain in force until terminated through a resolution by the Board, provided that the termination the Plan will not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards. This Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws of the State of Delaware.

b. Securities Law and Other Regulatory Compliance. An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under any state, federal, or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification, or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange, or automated quotation system, and the Company will have no liability for any inability or failure to do so.

c. Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

d. Section 409A of the Code.

i. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, it is intended that the provisions of the Plan comply with, or be exempt from, Section 409A of the Code, and all provisions of the Plan and Award Agreements shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan and Award Agreements (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment.

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ii. Notwithstanding anything in the Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable on the date of or a date or period that is by reference to the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Unless the Award Agreement provides otherwise, following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

iii. Unless otherwise provided by the Board in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code; or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code.

16. DEFINITIONS

In addition to the capitalized terms defined throughout the Plan, the following capitalized terms shall have the corresponding meanings set forth in this Section:

a. “Affiliate” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

b. “Award” means any Nonqualified Stock Option, Restricted Share Unit, Performance Share Unit, Director Share Unit, Performance Cash Unit or Other Equity-Based Awards granted under the Plan.

c. “Award Agreement” means the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of each Award, and country-specific appendix thereto for grants to non-U.S. Participants, which will be in substantially a form that the Committee has from time to time approved and will comply with and be subject to the terms and conditions of this Plan.

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d. “Blackout Period” means a period in which the trading of Shares or other securities of the Company is restricted under the Company’s Corporate Disclosure, Confidentiality and Securities Trading Policy, or under any similar policy of the Company then in effect.

e. “CDI” means CHESS depositary interests (or any successor securities) over Common Stock, as defined by the operating rules of the settlement facility provided by ASX Settlement Pty Limited ACN 008 504 532.

f. “Change in Control” means:

i. the sale, lease, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company,

ii. the sale, transfer, conveyance or other disposition, in one transaction or a series of related transactions, of the outstanding equity securities of the Company,

iii. the merger or consolidation of the Company with another Person,

in each case in clauses (ii) and (iii) above under circumstances in which the holders of the voting power of outstanding equity securities of the Company, immediately prior to such transaction, are no longer, in the aggregate, the Beneficial Owners, directly or indirectly through one or more intermediaries, of more than fifty percent (50%) of the voting power of the outstanding equity securities of the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more Subsidiaries (whether by way of merger, consolidation, reorganization or sale of all or substantially all of the assets or securities) which constitutes all or substantially all of the consolidated assets of the Company shall be deemed a Change in Control.

g. “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

h. “Committee” means the Compensation Committee of the Board, or if no such committee shall be in existence at any relevant time, the term “Committee” for purposes of the Plan shall mean the Board.

i. “Common Stock” means the common stock of the Company, par value USD 0.01 per share (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).

j. “Dividend Equivalent Right” means a right to receive the equivalent value of dividends paid on the Shares with respect to Shares underlying an Award that is a full-value award prior to settlement of the Award.

k. “Effective Date” means the date of the admission of the Company to, and the quotation of Common Stock for trading on, the NASDAQ Stock Exchange.

l. “Eligible Participant” means any person who has been designated by the Board to participate in the Plan and is eligible to receive an Award by virtue of their status as:

i. An employee of the Company or any Affiliate,

ii. An officer or Board member of the Company or any Affiliate, or

iv. A consultant or advisor providing services to the Company or any Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the United States Securities Act of 1933, as amended.

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m. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and any reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

n. “Fair Market Value” means, as of any date, the fair market value of a share of Common Stock, as determined by the Board; provided that for purposes of setting an exercise price or strike price, as applicable, Fair Market Value will be determined in accordance with Code Section 409A and Treasury Regulation Section 1.409A-1(b)(5).

o. “Fiscal Year” means the twelve-month period commencing July 1^st and ending June 30^th of the following calendar year

p. “Non-Employee Director” means a director who is not also an Employee of the Company or Affiliate.

q. “Nonqualified Stock Option” means an Option that is not designated by the Board as an “incentive stock option” within the meaning of Section 422 of the Code.

r. “Participant” means an Eligible Participant who has been selected to participate in the Plan and has been granted an Award pursuant to the Plan.

s. “Performance Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more performance conditions will be measured for the purpose of determining a Participant’s right to, and the payment of, a PSU or PCU Award.

t. “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

u. “Qualifying Director” means a person who is with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

v. “Separation from Service” means the cessation of a Participant’s employment or service, as applicable, for any reason, including death of the Participant.

w. “Subsidiary” means, with respect to any specified Person, any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof).

x. “Tax-Related Items” means any U.S. federal, state, and/or local taxes and/or any non-U.S. taxes (including, without limitation, income tax, social insurance contributions (or similar contributions), payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax and any other tax or tax-related item related to participation in the Plan and legally applicable to a Participant, including any employer liability for which the Participant is liable pursuant to applicable laws or the applicable Award Agreement.

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EX-10.2

Exhibit 10.2

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) dated as of ___________, 2022, is by and between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).

WHEREAS, the Indemnitee is [a director] [an officer] [a director and officer] of the Company;

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

WHEREAS, in recognition of the need to provide the Indemnitee with substantial protection against personal liability, in order to procure the Indemnitee’s [continued] service as a [director] [officer] [director and officer] of the Company and to enhance the Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Board or any change in control or business combination transaction relating to the Company, the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(e)) to, the Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the coverage of the Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to [continue to] provide services to the Company, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the respective meanings indicated below:

(a) “Beneficial Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing [25]% or more of the Company’s then outstanding Voting Securities, unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

(ii) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than [25]% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;

(iii) during any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 66 2/3% of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board; or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(c) “Claim” means (i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law, or (ii) any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by the Indemnitee.

(e) “Expenses” means any and all expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also will include (i) expenses incurred in connection with any appeal resulting from any Claim, including the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent, and (ii) for purposes of Section 5 only, expenses incurred by the Indemnitee in connection with the interpretation, enforcement or defense of the Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, will not include amounts paid in settlement by the Indemnitee or the amount of judgments or fines against the Indemnitee. The parties agree that for the purposes of any advancement of Expenses for which the Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of the Indemnitee’s counsel as being reasonable will be presumed conclusively to be reasonable.

(f) “Expense Advance” means any payment of Expenses advanced to the Indemnitee by the Company pursuant to Section 4 or Section 5.

(g) “Indemnifiable Event” means any event or occurrence, whether occurring [before,] on or after the date of this Agreement, related to the fact that the Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, an “Enterprise”) or by reason of an action or inaction by the Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement).

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(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past three years has performed, services for either (i) the Company or the Indemnitee (other than in connection with matters concerning the Indemnitee under this Agreement or of other the Indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(i) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.

(j) “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.

(k) “Voting Securities” means any securities of the Company that vote generally in the election of directors.

2. Services to the Company. The Indemnitee agrees to [serve] [continue to serve] as a director or officer of the Company for so long as the Indemnitee is duly elected or appointed or until the Indemnitee tenders the Indemnitee’s resignation or is no longer serving in such capacity. This Agreement will not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and the Indemnitee. The Indemnitee specifically acknowledges that the Indemnitee’s employment with the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between the Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the Company, by the Company’s Constituent Documents or Delaware law. This Agreement will continue in force after the Indemnitee has ceased to serve as a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12.

3. Indemnification. Subject to Section 9 and Section 10, the Company will indemnify the Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date of this Agreement, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if the Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including Claims brought by or in the right of the Company, Claims brought by third parties and Claims in which the Indemnitee is solely a witness.

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4. Advancement of Expenses. The Indemnitee will have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by the Indemnitee in connection with any Claim arising out of an Indemnifiable Event. The Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within 30 days after any request by the Indemnitee, the Company will, in accordance with such request, (a) pay such Expenses on behalf of the Indemnitee, (b) advance to the Indemnitee funds in an amount sufficient to pay such Expenses or (c) reimburse the Indemnitee for such Expenses. In connection with any request for Expense Advances, the Indemnitee will not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. In connection with any request for Expense Advances, the Indemnitee will execute and deliver to the Company an undertaking (which will be accepted without reference to the Indemnitee’s ability to repay the Expense Advances) to repay any amounts paid, advanced or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that the Indemnitee is not entitled to indemnification hereunder. The Indemnitee’s obligation to reimburse the Company for Expense Advances will be unsecured and no interest will be charged thereon.

5. Indemnification for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company will also indemnify against and, if requested by the Indemnitee, will advance to the Indemnitee subject to and in accordance with Section 4, any Expenses actually and reasonably paid or incurred by the Indemnitee in connection with any action or proceeding by the Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company. The Indemnitee will be required to reimburse the Company in the event that a final judicial determination is made that such action brought by the Indemnitee was frivolous or not made in good faith.

6. Partial Indemnity. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company will nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

7. Notification and Defense of Claims.

(a) The Indemnitee will notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon information then available to the Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by the Indemnitee to timely notify the Company hereunder will not relieve the Company from any liability under this Agreement unless and to the extent that the Company’s ability to participate in the defense of such claim was materially and adversely affected by such failure. If at the time of the receipt of such notice, the Company has directors’ and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company will give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company will provide to the Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company.

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(b) The Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense will be at the Indemnitee’s own expense; provided that if (i) the Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) the Indemnitee has reasonably determined that there may be a conflict of interest between the Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or (iv) the Company will not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee will be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel will be borne by the Company.

8. Procedure upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, the Indemnitee will submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification will be made insofar as the Company determines the Indemnitee is entitled to indemnification in accordance with Section 9.

9. Determination of Right to Indemnification.

(a) To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee will be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) will be required. To the extent that the Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee will be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) will be required.

(b) To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that has been finally disposed of, any determination of whether the Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of the Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) will be made as follows:

(i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which will be delivered to the Indemnitee; and

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(ii) if a Change in Control has occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which will be delivered to the Indemnitee.

The Company will indemnify and hold harmless the Indemnitee against and, if requested by the Indemnitee, will reimburse the Indemnitee for, or advance to the Indemnitee, within 30 days after such request, any and all Expenses incurred by the Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.

(c) The Company will use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination under Section 9(b) has not made a determination within 30 days after the later of (i) receipt by the Company of a written request from the Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the “Notification Date”) and (ii) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then the Indemnitee will be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of the Indemnitee to indemnification under this Agreement will be required to be made prior to the final disposition of any Claim.

(d) If, in regard to any Losses:

(i) the Indemnitee is entitled to indemnification pursuant to Section 9(a);

(ii) no Standard of Conduct Determination is legally required as a condition to indemnification of the Indemnitee hereunder; or

(iii) the Indemnitee has been determined or deemed pursuant to Section (b) or Section 9(c) to have satisfied the Standard of Conduct Determination;

then the Company will pay to the Indemnitee, within five business days after the later of the Notification Date or the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

(e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(i), the Independent Counsel will be selected by the Board of Directors, and the Company will give written notice advising the Indemnitee of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent Counsel will be selected by the Indemnitee, and the Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, the Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided that such objection may

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be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence will apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence will apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard of Conduct Determination has been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 9(e) or the Indemnitee gives its initial notice pursuant to the second sentence of this Section 9(e), as the case may be, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware (the “Delaware Court”) to resolve any objection which has been made by the Company or the Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Delaware Court or such other person as the Delaware Court designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company will pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 9(b).

(f) For purposes of this Agreement:

(i) in making any Standard of Conduct Determination, the person or persons making such determination will presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company will have the burden of proof to overcome that presumption and establish that the Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to the Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that the Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by the Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that the Indemnitee has not met any applicable standard of conduct;

(ii) without creating any presumption as to a lack of good faith if the following circumstances do not exist, the Indemnitee will be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company if the Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company will not be imputed to the Indemnitee for purposes of determining the right to indemnity hereunder;

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(iii) the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that the Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted;

(iv) it will be a defense to any action brought by the Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct will be on the Company; and

(v) a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 9(a) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which the Indemnitee is a party is resolved in any manner other than by adverse judgment against the Indemnitee (including settlement of such action, claim or proceeding with our without payment of money or other consideration) it will be presumed that the Indemnitee has been successful on the merits or otherwise for purposes of Section 9(a). The Company will have the burden of proof to overcome this presumption.

10. Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company will not be obligated to:

(a) indemnify or advance funds to the Indemnitee for Expenses or Losses with respect to proceedings initiated by the Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:

(i) proceedings referenced in Section 5 (unless a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous); or

(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings;

(b) indemnify the Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;

(c) indemnify the Indemnitee for the disgorgement of profits arising from the purchase or sale by the Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

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(d) indemnify or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

11. Settlement of Claims. The Company will not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which will not be unreasonably withheld, delayed or conditioned; provided that if a Change in Control has occurred, the Company will be liable for indemnification of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company will not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.

12. Duration. All agreements and obligations of the Company contained herein will continue during the period that the Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and will continue thereafter (a) so long as the Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (b) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by the Indemnitee to enforce or interpret the Indemnitee’s rights under this Agreement, even if, in either case, the Indemnitee has ceased to serve in such capacity at the time of any such Claim or proceeding.

13. Non-Exclusivity. The rights of the Indemnitee under this Agreement will be in addition to any other rights the Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided that (a) to the extent that the Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, the Indemnitee will be deemed to have such greater right hereunder, and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, the Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber the Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

14. Liability Insurance. For the duration of the Indemnitee’s service as a director or officer of the Company, and thereafter for so long as the Indemnitee is subject to any pending Claim relating to an Indemnifiable Event, the Company will use its reasonable best efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability insurance maintained by the Company, the Indemnitee will be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if the Indemnitee is a director, or of the Company’s officers, if the Indemnitee is an officer and not a director, by such policy. Upon request, the Company will provide to the Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

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15. No Duplication of Payments. The Company will not be liable under this Agreement to make any payment to the Indemnitee in respect of any Losses to the extent the Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

16. Subrogation. In the event of payment to the Indemnitee under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee. The Indemnitee will execute all papers required and will do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

17. Amendments. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the parties. No waiver of any of the provisions of this Agreement will be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver will operate as a waiver of any other provisions hereof (whether or not similar), nor will such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder will constitute a waiver thereof.

18. Binding Effect. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company will require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business or assets of the Company, by written agreement in form and substances satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

19. Severability. The provisions of this Agreement will be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

20. Notices. All notices, requests, demands and other communications in connection with this Agreement will be in writing and will be deemed to have been duly given if delivered by hand, against receipt or mailed, by postage prepaid, certified or registered mail:

(a) if to the Indemnitee, to the address set forth on the signature page of this Agreement.

(b) if to the Company, to: _____________.

Notice of change of address will be effective only when given in accordance with this Section. All notices complying with this Section will be deemed to have been received on the date of hand delivery or on the third business day after mailing.

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21. Governing Law and Forum. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and the Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement will be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

22. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and will not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original, but all of which together will constitute one and the same Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

5E Advanced Materials, Inc.

By:

Name:

Title:

INDEMNITEE

Name:

Address:

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EX-10.3

Exhibit 10.3

MINERAL LEASE AGREEMENT

This, MINERAL LEASE AGREEMENT, hereinafter referred to as “Agreement,” made and entered into by and between Elementis Specialties, Inc, a Delaware corporation, with address of 31763 Mountain View Road Newberry Springs, CA 92365, hereinafter referred to as “Owner,” and Fort Cady California Corporation, a California corporation, with address of 5210 E. Williams Circle Suite 700, Tucson, AZ 85711, hereinafter referred to as “Lessee”, and their assigns and successors.

RECITALS

A. Owner represents that it is in possession of unpatented mining claims in Township 8 North, Range 5 East, SBBM, San Bernardino County, State of California, more particularly described as the “Property” in Exhibit “A” attached to this Agreement and incorporated herein by reference.

B. Lessee desires to obtain and Owner is willing to grant a mining lease of the Property upon the terms and conditions as set forth in this Agreement.

C. Lessee desires to examine the mineral potential of the Property and to develop a commercial mine thereon for the production of borate and lithium minerals.

D. Lessee and Owner both will separately operate mines with processing facilities to produce different types of end products respectively, on or in the vicinity of the Property and wish to arrange their interests, rights and obligations between them so as to insure harmony, mutual cooperation and regular communication, so that each of their respective operations can be conducted with the least interference or adverse effect on the other and with the understanding of the economic and environmental needs and sensitivities of the other.

NOW THEREFORE, in consideration of their mutual covenants and agreements herein, the parties hereby agree as follows:

1. Grant.

1.1. Grant of Exploration and Mining Privilege. Owner hereby grants to Lessee, its successors and assigns, the exclusive right and privilege to enter upon the Property for the purposes of exploration, development, production, removal and sale of borate and lithium minerals whether in the dissolved or solid state, including the right of ingress and egress for personnel, machinery, equipment, supplies and products, and the right to use so much of the surface and non-potable water located thereon as may be reasonably needed for such purposes.

1.2. Mineral Commodity Exceptions to Grant. Nothing in this Agreement grants the right to Lessee to produce from the Property for commercial sale any specialty clay product for an end use similar to or equivalent of those specialty clay products manufactured by the Owner from mineral materials from its adjacent mine. Lessee shall participate in Lessor’s cost of maintaining the main access road from Route 66 to the property in proportion to its use of the road during each year of the term hereof in relation to the use of Owner and a third party processing and shipping waste rock materials from Owner’s adjacent property, as invoiced by Owner with supporting documentation, but in no case shall Owner’s cost sharing exceed the average cost to Owner of maintaining the road for the two (2) years preceding such lease year.

1.3. Grant of Mineral Rights. Subject to the rights of the United States therein, Owner hereby grants, leases and demises the Property, and warrants peaceable enjoyment of the Property pursuant to the warranties and limitations contained herein, unto Lessee, its successors and assigns, for the term and for the purposes hereinafter provided. The term “Property” as used herein includes all of the right, title and interest of Owner in the unpatented mining claims described in Exhibit “A” attached to this Agreement and incorporated herein by reference.

1.4. Grant Purposes. The purposes of this Agreement are to grant to Lessee, its successors and assigns, the exclusive right to enter upon and occupy the Property for all purposes reasonably incident to exploring for, developing, mining by solution mining, and any other mining method, surface or subsurface, subject to Owner’s approval, reasonably exercised, extracting, milling, refining, stockpiling, storing, processing, removing and marketing therefrom all borate and lithium minerals, and the products thereof (including intermediate products) and materials, subject to the exceptions of this Agreement, and the right to place, construct, maintain, use and thereafter remove such structures, facilities, equipment, roadways, haulageways, utility lines, reservoirs and waterways, and other improvements as may be necessary, useful or convenient for the full enjoyment of all of the rights granted under this Agreement. Lessee, its successors and assigns, shall have sole and exclusive custody, possession, ownership and control of all borate and lithium ore, waste rock, brines, drill core and other borate and lithium mineral substances extracted or removed from the Property, and may sell or otherwise dispose thereof, subject to a first preference right of purchase for certain mineral materials granted to Owner herein.

1.5. Water Rights. Lessee shall have the right, subject to the regulations and laws of the State of California concerning the appropriation and taking of water, to drill wells for the water on the Property, and may lay and maintain all necessary water lines as may be required by Lessee in its operations on the claims; provided, however, that all such wells shall be constructed in compliance with the regulations of the State of California, will be used solely for mineral processing at facilities owned or controlled by the Lessee on the Property, and will not interfere with the mining and processing operations of Owner. At the sole discretion of the Owner, any water wells installed by Lessee on the Property shall, on the cancellation or termination of this Agreement, become the property of Owner. In the event of assignment of such wells by Lessee to Owner, Lessee will cease to have any rights or liability for the wells and water rights.

1.6. Ingress and Egress. Lessee is granted ingress to and egress from the Property across land controlled by Owner outside of the Property provided such access is coordinated with Owner so as not to adversely impact Owner’s current or future mining and processing operations. With the same limitations, Owner is granted ingress and egress to other properties through all lands controlled by Lessee in the vicinity of the Property.

1.7. Owner’s Preference Right to Purchase By-Product Mineral Materials. Owner is granted the right to purchase from Lessee in preference to all other bidders, any mineral materials produced as a by-product or waste rock of Lessee’s borate and lithium mining operations on the Property.

1.8. Lessee’s Preference Right to Lease Other Ores and Minerals. Upon establishing to the satisfaction of Owner that commercially valuable deposits of other ores and minerals are present in the Property, Lessee shall have a preference right to lease from Owner such ores and minerals on terms proposed by Lessee and accepted by Owner.

2. Limitation.

The performance by Lessee of its duties and obligations under this Agreement shall not bind and obligate either party to perform any additional services nor to invest any funds of any nature whatsoever in the exploration of, development or delineation of the Property. Lessee may explore, conduct geological and geophysical investigations, map, drill or otherwise seek, in the manner and to the extent that Lessee, in its sole discretion, deems advisable, to locate, develop and mine borate and lithium minerals in commercial quantities in and upon the Property. Only the express duties and obligations provided under this Agreement shall be binding upon Lessee, and Lessee shall have no duties or obligations, implied or otherwise, to explore for, develop, and/or mine mineral ores within the Property, it being understood that the payments described herein are in lieu of any such implied duties or obligations.

3. Relationship of the Parties.

Nothing contained herein shall be deemed to constitute any party, in its capacity as such, the partner, agent or legal representative of any other party, or to create any partnership, mining partnership or other partnership relationship, or fiduciary relationship between them, for any purpose whatsoever. Except as expressly provided in this Agreement, each party shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavors of any sort whatsoever outside the Property or outside the scope of this Agreement, whether or not competitive with the endeavors contemplated herein, without consulting the other or inviting or allowing the other therein. In particular, without limiting the foregoing, neither party to this Agreement shall have any obligation to the other as to any opportunity to acquire any money, property, interest or right offered to it outside the Property.

4. Duration.

For purposes of this Agreement, the effective date shall be October 1, 2011. The initial term of this Agreement shall be ten (10) years and for so long thereafter as borate and/or lithium minerals are produced from the Property, or until sooner terminated, extended or canceled as hereinafter provided. While this Agreement is in effect, each successive one (1) year period commencing with the effective date and each annual anniversary date thereof shall be deemed a lease year.

5. Royalty Payments

5.1. Advance Minimum Royalty Payments. Lessee shall pay to Owner, Annual Advance Minimum Royalty Payments in the amounts and on or before the dates described below:

Date of Payment	Amount
Upon contract Effective Date	$	50,000.00
I st anniversary, 2012	$	50,000.00
The Anniversary Date, each year of lease thereafter	$	75,000.00

the above payments may be recouped by Lessee by crediting Advance Minimum Royalty Payments against production royalty payments due the same calendar year in which the minimum royalty payments were paid.

After the third Anniversary Date, and after each Anniversary Date thereafter, Advance Minimum Royalty Payments shall be adjusted to proportionally reflect any net increase or decrease in the Producer Price Index for Mining and Quarrying of Non-Metallic Minerals, Except Fuels, Not Seasonably Adjusted, since the Effective Date and each proceeding Anniversary Date as applicable.

5.2. Production Royalty. When the Property and/or adjacent lands controlled by Lessee are placed into commercial production, Lessee agrees to pay to Owner a royalty of three percent (3.0%) of the Net Returns from all ores, minerals, or other products produced from the Property and/or such adjacent lands and sold or processed by Lessee (or deemed sold under Paragraph 10.1 below), less Allowable Deductions as follows:

(a) Sales, severance, and other similar taxes;

(b) Charges for and taxes on transportation from the Property;

(c) Insurance and security costs and charges;

(d) Marketing costs and commissions; and

(e) Royalties paid by Lessee to others on production from adjacent lands, excluding any minimum royalty exceeding actual production royalty, to the extent of only the royalty due Owner hereunder for production of ores, minerals, or other products produced from such adjacent lands.

For ores, minerals or other products deemed to be sold, Allowable Deductions shall include amounts representing the items enumerated above to the extent that they would have been borne by Lessee had such ores, minerals or other products actually been sold.

For purposes of calculating royalty due Owner hereunder, Net Returns shall not include the cost to Lessee of any Specialty Value Added borate products included in the borate materials produced and sold by Lessee from the Property.

Payments of the Royalty shall be made within sixty (60) days after the end of each calendar quarter for which the Royalty is determined to be payable.

At the time of making such payment, Lessee shall deliver to Owner a statement showing the amount of royalty due and the manner in which it was determined and shall submit to Owner data reasonably necessary to enable Owner to verify the determination.

5.3. Audit. After the Property is placed into commercial production as defined herein below, Owner or its authorized agents shall have a right to audit and inspect Lessee’s accounts and records used in calculating payments to Owner hereunder, which right may be exercised as to each payment at any reasonable time during a period of one (1) year from the date on which the payment was made by Lessee. If no such audit is performed during such period, such accounts, records and payments shall be conclusively deemed to be true, accurate and correct.

5.4. Termination by Owner. After the first eight (8) years of the term, Owner may elect to terminate this Agreement on one hundred eight (180) days’ written notice to Lessee if during any two (2) successive years of the term thereafter, production only equals or is less than the advance minimum royalty, in which event Lessee may remove its equipment as provided in Paragraph 22 below.

6. Definitions.

The following defined term, wherever used in this Agreement, shall have the meaning as set forth below:

6.1. Commercial Production. For the purposes of this Agreement, the Property shall come into commercial production on the date upon which borate and/or lithium minerals mined from the Property is first delivered to a purchaser on a commercial basis or on the date upon which concentrates or other products derived therefrom are first delivered to a purchaser on a commercial basis, whichever date is earlier, it being agreed that deliveries of such ores, concentrates or other products resulting from pilot or test operations shall not be considered as deliveries on a commercial basis for the purposes of this paragraph. Lessee shall deliver to Owner notice indicating said date as soon as practicable after the occurrence thereof.

7. Compliance with the Law.

All work performed by Lessee during the term of this Agreement shall conform with the applicable laws and regulations of the State of California and the United States of America. Lessee shall be fully responsible for compliance with all applicable Federal, State and Local environmental quality and reclamation statutes, regulations and ordinances relating to such work, all at Lessee’s cost, and Lessee shall indemnify and hold harmless Owner from any and all claims, assessments, fines and actions arising from Lessee failure to perform its obligations hereunder.

8. Mining Practices; Inspection of Data; Reports.

8.1. Mining Practices. Lessee shall work the Property in a miner-like fashion and manner consistent with safe and economical mining and with due regard to the development and preservation thereof as workable mining properties.

8.2. Inspection of Data. Owner shall have the right to examine non-interpretive factual data in the possession of Lessee during reasonable business hours with prior notice, provided, however, that the rights of Owner to examine such data shall be exercised in a manner such that inspection does not interfere with the operations of Lessee.

9. Cross-Mining.

Lessee is hereby granted the right to mine and remove ore, product and materials from the Property through or by means of shafts, openings or pits which may be made in or upon adjoining or nearby property owned or controlled by Lessee. Lessee may use the Property and any shafts, openings and pits therein for the mining, removal, treatment and transportation of ores and materials from adjoining or nearby property, or for any purpose connected therewith. The operations of Lessee on the Property and Lessee’s operations on other lands may be conducted upon the Property and upon any and all such other lands as a single mining operation, to the same extent as if all such properties constituted a single tract of land.

10. Stockpiling Ore and Waste Rock.

10.1. Stockpiling on Other Lands. Lessee shall have the right, at any time during the term hereof, to stockpile any borate and lithium minerals or product mined or produced from the Property at such place or places as Lessee may elect, without the obligation to remove or return the same, either upon the Property or upon any other lands owned or controlled by Lessee or its successors and assigns. The rights and liens of Owner in and to any such ore or product stockpiled on other lands shall not be divested by the removal thereof from the Property, but shall be the same in all respects as though such materials had been stockpiled on the Property. The stockpiling of ore or product from the Property on other lands shall not be deemed a removal or shipment thereof requiring payment in respect of Owner’s interest except as provided below. The financial covenants described in this Agreement shall apply to ore and product from the Property stockpiled on other lands. However, stockpiles of borate and lithium minerals or product mined or produced from the Property and stockpiled for more than six (6) months off the Property shall be deemed sold and subject to production royalty herein at a price equivalent to the average prices received by Lessee during such six month period.

10.2. Stockpiling on the Property. Lessee shall have the right, at any time during the term hereof, to stockpile on the Property, without the obligation to remove or return the same, any borate or lithium minerals mined or produced by Lessee or its affiliated companies from other lands mined in conjunction with mining on the Property as provided in Section 9, above. Owner agrees to recognize the rights and interests of others in such ores and materials stockpiled on the Property and to permit the removal thereof by Lessee at any time during the term of this Agreement, or by the owners thereof, for a reasonable time after termination of this Agreement, all without liability or expense to Owner.

10.3. Waste. Waste rock, overburden, surface stripping and other materials from the Property may be deposited on or off the Property as environmental permits allow.

11. Treatment.

Lessee shall have the right, but shall not be required, to beneficiate, concentrate, refine and otherwise treat, in any manner, any ore, product and materials mined or produced from the Property and from other lands. Such treatment may be conducted wholly or in part at a plant or plants established or maintained on the Property or on other lands. Such treatment shall be conducted in a careful and workmanlike manner. The tailings and residue from such treatment shall be deemed Waste and may be deposited on the Property or on other lands, without Lessee’s obligation to remove the same, as permits allow. Treatment methods shall be employed if necessary, to control and contain sources of airborne gypsum and other contaminants which may be detrimental to Owner’s adjoining operations.

12. Scope of Agreement.

This Agreement shall extend to and include only the Property and other lands as described in this Agreement.

13. Liens and Notices of Non-Responsibility.

Except as otherwise agreed in writing, Owner and Lessee agree to keep the Property at all times free and clear of liens for materials furnished and labor done or work performed upon the Property at the request of or for the benefit of Lessee, and to pay all indebtedness and liabilities incurred by or for them which may or might become a lien, charge or encumbrance against the Property before such indebtedness and liabilities shall become a lien, charge, or encumbrance; provided, however, that Lessee need not discharge or release any such lien, charge or encumbrance; so long as Lessee is contesting the same. Nothing stated herein shall prohibit Lessee from pledging its interest in this Agreement as security for any indebtedness of Lessee incurred for the purpose of the exploration, development or mining of the Property. Owner may post upon the Property and keep posted thereon in a conspicuous place a notice of non-responsibility which will be prepared by Owner; and Lessee will, in the event such notice is destroyed or removed, upon finding same, notify Owner. The parties agree that Owner shall be informed immediately of the execution of this Agreement by Lessee in order that Owner can properly and timely record a notice of non-responsibility in the office of the county recorder of the county in which the Property are located. Nothing herein shall be construed to prevent Lessee from assigning, pledging, encumbering or otherwise transferring its interest in this Agreement or the Property for the purpose of acquiring financing for its activities or operations on the Property, which assignment, pledge, encumbrance or transfer are expressly authorized hereunder.

14. Taxes.

14.1. Taxes. Lessee shall pay all taxes levied against the Property during the term of this Agreement. Taxes for the tax years during which this Agreement begins and ends shall be prorated between the Lessee and Owner.

14.2. Personal Property Taxes. Nothing in the foregoing shall be construed to obligate Owner to pay such portion of any tax as is based upon the value of improvements, structures or personal property made, placed or used on any part or parts of the Property by or for Lessee other than Owner. If Owner receives tax bills or claims which are the responsibility of Lessee hereunder, the same shall be promptly forwarded to Lessee for appropriate action, and if any of the same are not received by Lessee at least ten (10) business days before payment called for thereunder is due, Lessee shall not be responsible for any interest, penalty, charge, expense, or other liability arising by reason of late payment of such payment, the Owner hereby indemnifying and saving harmless Lessee from all of the same that may be incurred by Lessee from time to time.

14.3. Income or Similar Taxes. Lessee shall not be liable for any taxes levied on or measured by income, or other taxes applicable to Owner, based upon payments under this Agreement.

15. Insurance, Indemnity and Release of Liability.

15.1. Insurance. Lessee shall procure, and at all times during the performance of this Agreement, maintain in full force and effect such all-risk insurance as maybe appropriate, but in amounts not less than Five Million Dollars ($5,000,000.00) per person and Five Million Dollars ($5,000,000.00) per accident for all bodily injury claims, and not less than Two Million Dollars ($2,000,000.00) for property damage claims, (including the adjacent property of Owner) as well as coverage for all liability of Lessee assumed hereunder, and to comply with all workmen’s compensation and other insurance required by law, provided that a blanket type insurance policy carried by Lessee shall satisfy Lessee’s obligations under this provision. All such insurance shall be maintained by Lessee at its own expense throughout the duration of this Agreement. Lessee shall furnish to Owner evidence that such insurance is being maintained.

15.2. Indemnity. Lessee shall forever indemnify and save harmless Owner, its successors and assigns, of and from any and all liability whatsoever for any claims, actions or damages (including, but not limited to, attorneys’, engineering and expert witness fees), in any way arising out of Lessee’s occupation and use of the Property, or its operations thereon or therein, including any claims or actions brought by Lessee’s employees, agents or contractors alleged to be attributable to any condition on the Property. Owner shall forever indemnify and save harmless Lessee, its successors and assigns, of and from any and all liability whatsoever for any claims, actions or damages in any way arising from Owner’s occupation and use of the Property, or its operations thereon or therein, before the Effective Date and after the termination date. Lessee shall be liable for damage to or loss of Owner’s adjacent property and operations thereon arising out of or in any manner connected with the operations and activities of Lessee, its agents, employees and contractors on the leased Property.

15.3. Release of Liability. Lessee assumes all risk of harm to, and hereby indemnifies, holds harmless, and releases Owner from, any damage to or interference with Lessee’s property and operations on the leased Property, including claims of third parties, alleged to be due to Owner’s operations and activities on Owner’s adjacent property, including, without limitation, due to earth shaking and fugitive dust.

16. Title Information and Data.

Lessee may at any time cause a title search to be done covering all or any part of the Property. Owner forthwith shall obtain and deliver to Lessee copies of all title documents affecting the Property which Owner has in its possession or available to it, including copies of any plats and field notes of surveys of the Property. Owner agrees to make available to Lessee for copying, any exploration data, assays, logs, maps, geological, geochemical and geophysical surveys, drill cuttings, drill core and reports relevant to the Property that Owner may have in its possession.

17. Representation of Title.

Owner represents and warrants that the mining claims defined in Exhibit “A” of this Agreement are in good standing and that Owner owns the entire title to the Property and that no other party other than the Federal Government has any right, title or interest therein; that Owner has good right and full power to convey the effective interest described herein; that the Property is free and clear of all encumbrances; and that Owner shall not commit any act or acts which will encumber or cause a lien to be placed on the Property, or which might hinder or impair the rights or ability of Lessee to exercise its rights hereunder, except subject and subordinate to the terms of this Agreement. That (i) the unpatented mining claims were properly laid out and monumented; (ii) all required location and validation work was properly performed; (iii) location notices and certificates were properly and timely recorded and filed with appropriate governmental agencies; (iv) all maintenance payments required to hold the unpatented mining claims through the assessment year ending August 31, 2010 has been timely and properly paid to the appropriate Bureau of Land Management Office; and (v) all notices of annual maintenance fee payment or other forms required to maintain the unpatented mining claims in good standing for the 2010 assessment year have been properly and timely recorded and filed with the appropriate governmental agencies as required by California law and Federal regulation.

18. Annual Claims Maintenance Fees and Filings.

The Annual Rental Assessment Fee or sometimes referred to as an Annual Maintenance Fee required by Federal Law shall be paid by Owner prior to September 1 of each lease year, or as otherwise required by law, and an Affidavit recorded with San Bernardino County and filed with the U.S. Bureau of Land Management (BLM) while this Agreement is in effect. Owner shall deliver copies of such recording and filing to Lessee, and Lessee shall reimburse Owner for all fees incurred by Owner for such recording and filing within thirty (30) days after receipt of invoice.

19. Location, Amendment and Relocation of Claim.

Lessee shall have the right to amend or relocate with the consent of and in the name of Owner any of the unpatented mining claims subject to this Agreement which Lessee deems advisable to so amend or relocate.

20. Warranties and Representations.

20.1. Each of the parties warrants and represents to the other as follows:

20.1.1. Compliance with Laws. That each party has complied with all applicable laws and regulations of any governmental body, Federal, state or local regarding the terms of this Agreement and the performance thereof.

20.1.2. No Pending Proceedings. That there are no lawsuits or proceedings pending or threatened which affect the ability of the parties to perform the terms of this Agreement.

20.1.3. Authority. That each party has the full right, title and authority to enter into this Agreement and to perform the same in accordance with the terms hereof, and neither this Agreement, nor the performance thereof violates, or constitutes a default under the provisions of, any other agreement to which such party is a party or to which it is bound.

20.1.4. Costs. Each of the parties shall pay its costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement.

20.1.5. Noninterference. Each of the parties covenants that it will not do or permit to be done any act which would or might hinder or impair the rights of the other party to exercise any right granted under this Agreement.

20.2. Owner’s Warranties and Representations. Owner warrants and represents that the consummation of this Agreement will not result in or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of any lease, license, promissory note, conditional sales contract, commitment, or any other agreement, instrument or arrangement to which Owner is party. So long as Lessee is not in default under this Agreement, on written request from Lessee, Owner will execute and deliver to Lessee an estoppel certificate, in form acceptable to Lessee, whereby Owner confirms that the Agreement is in full force and effect and that there are no defaults by Owner or Lessee under the Agreement.

21. Cancellation:

21.1. Cancellation by Owner. In the event of any default or failure by Lessee to comply with any of the covenants, terms or conditions of this Agreement, Owner shall be required to give Lessee written notice of the default, specifying details of the same. If such default is not remedied within ninety (90) days after receipt of said notice, provided the same can reasonably be done within that time, or, if not, if Lessee has not within that time commenced action to cure the same or does not after such commencement diligently prosecute such action to completion, then this Agreement shall be deemed canceled and terminated effective on the ninetieth (90th) day after the Lessee’s receipt of said notice. In the case of Lessee’s failure to pay the minimum payments due hereunder, Owner shall be required to give Lessee written notice of the default, and if such default is not remedied within sixty (60) days after the receipt of said notice, then this Agreement shall be deemed canceled and terminated effective on the sixtieth (60th) day after Lessee’s receipt of said notice. No such cancellation, however, shall be based on a default hereunder or on a failure to remedy the same, when resulting from any cause beyond the reasonable control of Lessee, including, without limitation, the force majeure provisions herein.

21.2. Cancellation by Lessee. Lessee may at any time cancel on at least thirty (30) days written notice to Owner this Agreement subject to all accrued obligations of Lessee hereunder, by giving written notice to Owner and tendering to Owner a written release thereof in proper form for recording. Lessee may record a duplicate of said release in the same office where the hereinafter mentioned memorandum agreement is recorded.

22. Removal of Equipment.

Lessee shall have, and it is hereby given and granted, one hundred twenty (120) days after termination of this Agreement, to remove from the Property all buildings, structures, warehouse stock, merchandise, materials, tools, hoists, compressors, engines, motors, pumps, transformers, electrical accessories, metal or wooden tanks, pipes and connections, mine cages, and any and all other machinery, trade fixtures and equipment, erected or placed in or upon the Property by it, together with all ore broken in stopes or workings, except mine supports and timber in place and permanent improvements. Lessee shall leave the Property in full compliance with all federal, state and local requirements regarding the Property, and in a clean and orderly condition. Lessee shall cause a reputable consulting organization to conduct a Phase I environmental survey of the Property and provide a copy to Owner, which demonstrates that there are no residual environmental issues as a result of Lessee’s operations, and that all environmental issues have been remediated.

23. Data.

Upon termination of this Agreement and upon timely request by Owner, Lessee will provide a copy of all drilling logs, assays, maps and other non-interpretive factual data which Lessee has prepared in connection with its exploration and development of the Property under this Agreement. If Owner requests delivery of such data within thirty (30) days after termination of this Agreement, Lessee agrees that it will within thirty (30) days after such request deliver to Owner a copy of all drilling logs, maps and other non-interpretive factual data concerning the Property which Lessee has prepared including any drill core, cuttings, or other such materials previously provided to Lessee by the Owner. If Owner does not timely request such data, Lessee shall have no responsibility to deliver the same to Owner. Lessee shall have no liability on account of any such information received or acted on by Owner or any other party to whom Owner delivers such information.

24. Confidentiality.

The data and information, including the terms of this Agreement, coming into the possession of Owner by virtue of this Agreement, shall be deemed confidential and shall not be disclosed to outside third parties except as may be required to publicly record or protect title to the Property or to publicly announce and disclose information under the laws and regulations of the United States or any state or local government or any country, or under the rules and regulations of any stock exchange on which stock of any party, or the parent or affiliates of any party, is listed. Owner agrees with respect to any public announcements or disclosures so required, including the announcement of the execution of this Agreement, if any, to inform Lessee of the content of the announcement or disclosure in advance of its intention to make such announcement or disclosure in sufficient time to permit Lessee to jointly or simultaneously make a similar public announcement or disclosure if Lessee so desires, provided, however, that in the event any party anticipates selling or assigning all or a portion of its interest or negotiations to procure loans from third parties are undertaken, such party shall have the right to furnish information to the party to which such conveyance or assignment is anticipated or with whom such negotiations for loans are undertaken, upon obtaining from such party an agreement to hold confidential any information so furnished. Nothing herein shall limit or restrict the right of Lessee to provide, deliver or release to parent companies, subsidiary companies, related companies, affiliated companies with a common parent, and/or co-venturers the data and information, including the terms of this Agreement, coming into the possession of Lessee by virtue of this Agreement.

25. Force Majeure.

The respective obligations of either party, shall be suspended during the time and to the extent that such party is prevented from complying therewith, in whole or in part, by war or war conditions, actual or potential, earthquake, fire, flood, strike, labor stoppage, accident, riot, unavoidable casualty, act or restraint, present or future, of any lawful authority, act of God, act of public enemy, delays in transportation, governmental regulation, environmental restrictions, permit or license applications and approvals, or other cause of the same or other character beyond the reasonable control of such party.

26. Disputes Not to Interrupt Operations.

Disputes or differences between the parties hereto shall not interrupt performance of this Agreement or the continuation of operations hereunder. In the event of any dispute or difference, operations may be continued, and settlements and payments may be made hereunder in the same manner as prior to such dispute or difference. In case of any dispute between the parties arising under this Agreement which cannot be settled between the parties, the same shall be submitted to the American Arbitration Association in accordance with the laws of the state in which the Property is located and the Rules of the American Arbitration Association, and the cost thereof shall be paid by Owner and Lessee in equal shares.

27. Memorandum Agreement.

Upon execution of this Agreement, the parties shall execute and cause to be delivered a short form of this Agreement which shall be recorded in the office of the recorder of each county wherein all or part of the Property is located. The execution and recording of the memorandum of agreement shall not limit, increase or in any manner affect any of the terms of this Agreement, or any rights, interest or obligations of the parties hereto.

28. Notices.

Any notices required or authorized to be given by this Agreement shall be in written form. Any notices required or authorized to be given by this Agreement shall be deemed to have been sufficiently given or served in written form if sent by registered or certified delivery, postage prepaid and return receipt requested, addressed to the proper party at the following address or such address as the party shall have designated to the other parties in accordance with this section. Notices so given shall be deemed to have been received by the addressee five (5) days from the date of mailing. Any notice required or authorized to be given by this Agreement shall be deemed to have been sufficiently given or served in written form if personally delivered to the proper party or if sent by telex, telegraph or other wire service and actually received by such party, and such notice shall be effective upon the date of receipt by such party.

If to Owner:

With copy to:

Hector Operations Manager

Elementis Specialties, Inc.

31763 Mountain View Rd.

Newberry Springs, CA 92365

If to Lessee:

General Counsel

Elementis Worldwide, Inc.

329 Wyckoffs Mill Road

Hightstown, NJ 08520

President

Fort Cady California Corporation

5210 E. Williams Circle #700

Tucson, AZ 85711

29. Binding Effect of Obligations.

This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, and their heirs, personal representatives, successors and assigns

30. Whole Agreement.

The parties hereto agree that the whole agreement between them is written herein and in a memorandum agreement of even date herewith which is intended to be recorded, and that this Agreement shall constitute the entire contract between the parties. There are no terms or conditions, express or implied, other than herein stated. This Agreement may be amended or modified only by an instrument in writing, signed by the parties with the same formality as this Agreement.

31. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the State of California.

32. Multiple Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement.

33. Other Interests.

Owner hereby represents that Lessee has not induced or caused Owner to terminate any previous license, lease agreement, or otherwise, for the Property subject to this Agreement, and/or to discontinue or interfere with a business relationship with any such licensee for Lessee, or otherwise. Owner agrees to indemnify and defend Lessee against any and all claims, demands or suits for damages or injunctive relief which may be brought against Lessee, incident to, arising out of, in connection with or resulting from any such termination and/or discontinuance of a business relationship.

34. Severability.

If any part, term or provision of this Agreement is held by the courts to be illegal or in conflict with any law of the United States or the State of Montana the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

35. Assignment.

Lessee or Owner shall be at liberty, in its sole and uncontrolled discretion, to sell, dispose of or deal with this Agreement or any portion of its interest herein on such terms and conditions and by way of lease, farm-in, joint venture, option or otherwise and for such consideration as it shall see fit. If by Lessee, any such sale, disposition or deal regarding this Agreement shall be subject to the right of the Owner to be paid the payments, it being agreed that the obligation to pay the payments may be assigned in whole or in part by Lessee to the extent that Lessee sells, disposes of, or deals with this Agreement and its rights therein, and upon such sale or disposition by Lessee, the obligation to pay the payments shall become the obligation of the transferee, and with Owner’s consent, not Lessee, to the extent that Lessee sells, disposes of, or deals with this Agreement or its rights therein.

36. Attorney’s Fees.

If either party brings any action or proceeding to enforce, protect, or establish any right or remedy, the prevailing party shall be entitled to recover reasonable attorneys’ fees. Arbitration is an action or proceeding for the purpose of this provision.

37. Arbitration.

Either party may require the arbitration of any matter arising under or in connection with this Agreement.

37.1. Arbitration is initiated and required by g1vmg notice specifying the matter to be arbitrated. If action is already pending on any matter concerning which the notice is given, the notice is ineffective unless given before the expiration of thirty (30) days after service of process on the person giving the notice.

37.2. Except as provided to the contrary in these provisions on arbitration, the arbitration shall be conformity with and subject to applicable rules and procedures of the American Arbitration Association. If the American Arbitration Association is not then in existence or for any reason fails or refuses to act, the arbitration shall be in conformity with the subject to provisions of the California Code of Civil Procedure relating to arbitration as they stand amended at the time of the notice.

37.3. The arbitrators shall be bound by this Agreement. Pleadings in any action pending on the same matter shall, if the arbitration is required or consented to, be deemed amended to limit the issues to those contemplated by the rules prescribed above. Each party shall pay half of the cost of arbitration including arbitrators’ fees. Attorneys’ fee shall be awarded as separately provided in this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed to be effective as of the date set forth in Paragraph 4 above.

Owner:		Lessee:
Elementis Specialties, Inc.		Fort Cady California Corporation
/s/ C. Gregory McClatchy		/s/ Harold Roy Shipes
By:	C. Gregory McClatchy	By:	Harold Roy Shipes
Its:	President		Its: President

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO MINERAL LEASE AGREEMENT

This FIRST AMENDMENT TO MINERAL LEASE AGREEMENT (the “First Amendment”), is entered into by and between ELEMENTIS SPECIALTIES, INC., a Delaware corporation (the “Owner”), with an address of 31763 Mountain View Road, Newberry Springs, California 92365, and FORT CADY (CALIFORNIA) CORPORATION, a Maryland corporation (the “Lessee”), with an address of 9329 Mariposa Road, Suite 210, Hesperia, California 92344. Owner and Lessee are sometimes referred to herein individually as “Party” and collectively as “Parties”.

RECITALS

A.    Owner and Lessee’s predecessor-in-interest, Fort Cady California Corporation, a California corporation, entered into a Mineral Lease Agreement, effective October 1, 2011 (the “2011 Lease”), covering those certain unpatented mining claims located in Township 8 North, Range 5 East, SBBM, San Bernardino County, State of California, as more particularly described as the “Property” in Exhibit “A” to the 2011 Lease.

B.    The 2011 Lease will terminate on October 1, 2021 unless otherwise extended by the Parties.

C.    Lessee desires to extend the term of the 2011 Lease to allow time to negotiate a new mining lease with the Owner.

NOW THEREFORE in consideration of their mutual covenants and agreements herein, the Parties hereby agree as follows:

1.    Amended Duration. The Parties hereby agree to amend Section 4 in the 2011 Lease by extending the term of the 2011 Lease to July 1, 2022 (the “New Termination Date”). If the Parties have not entered into a new mining lease by the New Termination Date, then the 2011 Lease shall terminate without any further notice.

2.    Payment. Lessee shall pay to Owner an amount equal to $86,608.00 (the “Extension Payment”) by certified check upon execution of this First Amendment. Owner shall have no obligation to refund the Extension Payment if the Parties do not enter into a new mining lease.

3.    New Lease. This First Amendment does not create any binding obligation or commitment (either express or implied) on the part of Owner to negotiate or enter into a new mining lease.

4.    2011 Lease Terms. All terms, conditions, and obligations of the 2011 Lease shall remain in full force and effect, except as otherwise amended by this First Amendment.

5.    Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

The Parties have executed this First Amendment to Mineral Lease Agreement as of the dates set forth below.

Dated:	16-Sep-21	ELEMENTIS SPECIALTIES, INC.,
		a Delaware corporation
		By:	/s/ Steve Ridge
		Name:	Steve Ridge
		Title:	SVP Global Supply Chain
Dated:	Sept 10, 2021	FORT CADY (CALIFORNIA) CORPORATION,
		a Maryland corporation
		By:	/s/ Henri Tausch
		Name:	Henri Tausch
		Title:	CEO

EX-10.5

Exhibit 10.5

FORT CADY CALIFORNIA CORPORATION

9329 Mariposa Road, Suite 210 Hesperia, CA 92344

June 10, 2021

Henri Tausch

Dear Henri:

We are pleased to extend an offer to you for the position of Chief Executive Officer at Fort Cady California Corporation (“Company”) an entity in the American Pacific Borates group, reporting to the Board of Directors of the Company (“Board”). It is the current intention of the Board that you will be appointed Managing Director and CEO of American Pacific Borates Limited or equivalent entity into its listing on a recognized United States securities exchange. We are excited about the opportunity of working with you. We believe that it is important to a healthy working relationship that both parties understand the terms and conditions of employment before commencing employment. In order to ensure that both you and the Company have a common understanding, we set forth below some of the fundamental premises.

Your start date will be August 9, 2021 or such other date as communicated to you by the Company. This is a full-time exempt position.

Your initial annual gross base salary will be US$390,000 (“Base Salary”), paid less deductions and withholding required by law or approved by you, paid in accordance with the Company’s normal and customary payroll practices.

Bonus: In addition to the Base Salary described above, for each full year of employment with the Company, you shall be eligible to earn an annual bonus of up to 80% of your then in effect Base Salary (with opportunities for additional payouts for performance above target) (“Annual Bonus”), based on the Company’s achievement of corporate key performance indicators (KPIs) established in advance by the Board and provided to you in writing, as well as you remaining actively employed with the Company through the payment date of each Annual Bonus. The Annual Bonus, if any, will be earned and paid no later than two and a half months after the end of the fiscal year, at which point the Board will also have determined goals for the then current fiscal year. All bonus payments shall be made less deductions and withholdings required by law or approved by you.

Stock Options: The Company shall recommend to the Board that Executive be granted an option to purchase 5,000,000 ordinary shares of American Pacific Borates Limited (“APB”) with a per share exercise price equal to A$2.00 (the “Options”). The Options shall vest over three (3) years in three (3) equal annual installments commencing on your start date of employment subject to you continuing to be employed at each vesting date and shall have a term of four (4) years measured from the grant date. The Options shall be subject to such other terms and conditions as are set forth in the Long Term Incentive Plan and the agreement evidencing the grant. Any future share-based compensation or other long-term incentive compensation shall be at the discretion of the Board.

Relocation: Your initial primary place of work at the start of your employment will be your home in the Woodlands, Texas. However, you may be required to travel to the Companies offices at 9329 Mariposa Road, Suite 210, Hesperia CA 92344 or to other US and international locations as necessary for the performance of your duties.

The Company plans to consolidate certain business activites and staff in a central US location (“HQ”). The Company will also advance to you a one-time lump sum payment of $120,000 gross to assist you with your expenses to relocate to the “HQ” location to be approved by the Board (“Relocation Allowance”), less deductions and withholdings required by law. The payment will be made in the first

paycheck after the location for the “HQ” has been approved by the Board provided you are employed on this date. You will be required to repay the Relocation Allowance in full if you fail to relocate to the HQ location within sixty (60) days after the HQ location is approved by the Board. If your employment ends for any reason or you resign prior to the first year anniversary of employment after the lump sum payment is made, you will be required to repay to the Company the pro-rata portion of the Relocation Allowance based on the number of days worked.

As a Company employee you are also eligible to participate in the Company’s employee benefit plans in accordance with the terms of such plans all of which may be modified or terminated from time to time and in accordance with these plans. It is acknowledged that the Company is redesigning its employee benefit program, which may include specific benefits for the executive leadership team. The benefits may include, but not limited to, elegibilty for vacations days, medical/health, vision, and dental benefits, retirement benefits under a 401(k) plan, short term disability and long-term disability benefits, in all cases based on the terms and conditions set forth in the applicable plan, which are subject to change from time to time in the discretion of the Company.

After the submission of expense reports sufficient to substantiate the Company’s federal income tax deductions for such expenses under the Internal Revenue Code of 1986, as amended (the “Code”) to the extent deductible under the Code and in compliance with the written expense report procedures and policies as may be established by the Company from time to time, the Company shall reimburse you for all reasonable business expenses incurred in the performance of your duties hereunder on behalf of the Company. Subject to the Company’s policies as may be amended from time to time, the Executive shall obtain written approval from the Board prior to incurring any business expenses in excess of $10,000.

Noncompetition During Employment: This position is a full time job with the understanding that during your employment you will not engage in outside activities, whether compensated or not, which materially interfere with the performance of your job duties with the Company or create a conflict of interest, nor will you establish a competing business during your employment with the Company, nor will you knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with Company, its subsidiaries, affiliates or any successor. You shall devote your full business time to the business of the Company and will not directly or indirectly, engage, individually or as an officer, director, employee, consultant, advisor, partner or co-venturer, or as a stockholder or other proprietor owning more than a five percent (5%) interest in any firm, corporation, partnership or other organization (in case of any such ownership or participation) in the business of selling or distributing services and/or products in competition with the services and/or products of the Company or its subsidiaries or affiliates. Upon request, you shall furnish to the Board a detailed statement of any outside employment or consulting services in which you seek to engage or invest, and, as from time to time requested by the Board, resubmit for approval a detailed statement thereof. In the event the Board determines in good faith that such violation or conflict exists, you shall refrain from such employment, consulting services or investment.

Non-Solicitation: During your employment and for a period of six (6) months following termination, you will not directly or indirectly in any capacity, alone or in association with others solicit or recruit, or attempt to solicit or recruit, to work for you or any organization with which you are connected, any employees or independent contractor of the Company or any affiliate of the Company who, within six (6) months of your termination date, has worked for the Company or any affiliate of the Company and with whom you became acquainted with or dealt with, for any reason, as a result of your employment by the Company or received confidential information regarding during your employment with the Company.

You confirm that you are not bound by any other lawful agreement with any prior or current employer, person or entity that would prevent you from fully performing your duties with the Company, and that you will not during your employment with the Company, or have not during the pre-hire process, use or disclose any proprietary or confidential information, or trade secrets, of your former or concurrent employers or companies.

At-Will Employment: This offer is not for any specific period of time; instead your employment is at all times “at will.” This means that you may terminate your employment with or without cause or prior notice, and the Company has the same right. In addition, the Company may change your compensation, benefits, duties, assignments, responsibilities, location of your position, or any other terms and conditions of your employment, at any time to adjust to the changing needs of our dynamic company. These provisions expressly supersede any previous representations, oral or written. Your at-will employment status cannot be modified unless it is written and signed by both you and the Board of Directors of the Company.

Severance: Although your employment is at all times on an “at-will” basis, if the Company elects to terminate your employment without Cause (as defined below), you will be eligible to receive as severance upon the execution and non-revocation of a Release (as defined below) an amount equal to one (1) year of your Base Salary and an on-target pro rata portion of any approved Annual Bonus based on the period of employment through the termination date, in effect at the time of the termination, less deductions and withholdings required by law (“Severance Pay”). Severance Pay shall be paid to you in a lump sum no later than ten (10) calendar days after the effective date of a general release of all claims by you in a form provided by and acceptable to the Company (“Release”), which Release must be effective and irrevocable no later than ninety (90) days after the termination of your employment. All Severance Pay payments will be made subject to deductions and withholdings required by law or authorized by you.

For purposes of this letter, “Cause” shall mean the Company’s determination that one or more of the following has occurred: (i) you perform act or omission which, if you were prosecuted, would constitute a felony or misdemeanor; (ii) your failure to satisfactorily carry out your duties; (iii) your failure to desist from activity believed by the Board or your superiors to be contrary to the best interests of the Company or the APB group; (iv) your violation of this letter, your Employee Confidential Information and Invention Assignment Agreement or any Company policy, practice, or agreement or confidentiality obligations to the Company or its customers, or misappropriation of Company assets; or (v) your death or inability to carry out your essential duties with or without a reasonable accommodation, if any, unless prohibited by law.

Voluntary Termination By You: You may terminate your employment with the Company at any time and for any reason by providing the Company with three (3) months written notice. The effective date of the termination shall be the date specified in the notice. In the event of such a termination, the parties agree to act in good faith towards one another during any notice period.

Confidential Information and Invention Assignment Agreement: Because the Company’s proprietary information is extremely important, this offer of employment is expressly subject to your executing an Employee Confidential Information and Invention Assignment Agreement in the form enclosed with this letter as well as your agreement to follow all other rules and policies that the Company may announce from time to time.

This offer is also contingent upon proof of identity and work eligibility. Under the Immigration Reform and Control Act of 1986, employers are required to verify the identity and employment eligibility of all new hires within three (3) business days of their first day of work. To assist us in complying with this requirement please bring appropriate documents with you on your first day.

Arbitration: Except for workers’ compensation claims, disputes solely before government agencies (including but not limited to the NLRB or EEOC), unemployment insurance claims, and other claims which may not be arbitrated as a matter of law, you and the Company agree that any and all disputes, controversies, or claims, whether based in contract, tort, common or statutory law, between you and the Company and/or its agents, and whether arising under or relating to this offer letter, the termination of your employment, or any other manner of the parties’ relationship (“Arbitrable Claims”) shall be resolved by final and binding arbitration conducted pursuant to the Federal Arbitration Act. You and the Company agree that arbitration shall be exclusive, final and binding remedy for all Arbitrable Claims, and you the Company and its agents hereby waive any rights each may have to a jury trial in regard to Arbitrable Claims. You and the Company further agree that the arbitrator shall have the sole authority to determine the arbitrability of

Arbitrable Claims. Arbitration shall be conducted before the American Arbitation Association in accordance with the American Arbitration Association’s Employment Arbitration Rules and Mediation Procedures (“AAA Rules”) then in effect, to be held (unless the parties agree in writing otherwise) within 45 miles of where you are or were last employed by the Company. The AAA Rules are available online, free of charge, at www.adr.org/employment, or by searching for “AAA Employment Arbitration Rules” using a service such as www.google.com or www.yahoo.com.    If for any reason AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.    Both you and the Company shall be entitled to file dispositive motions before the arbitrator to the same extent as would be allowed had the dispute been heard in a court of law having jurisdiction over the parties’ claims or counterclaims. The arbitrator shall have the same authority as a court to award equitable relief, damages, costs, and fees as provided by law or the applicable AAA Rules for the particular claims asserted. You and the Company shall follow the AAA Rules applicable to initial filing fees, but in no event will you be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The Company otherwise shall pay all costs and expenses unique to arbitration, including without limitation the arbitrator’s fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. All Arbitrable Claims must be brought within the statutes of limitations applicable to such claims. The arbitrator’s decision must be in writing and contain findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This letter affects your ability to participate in class, collective or representative actions. Both the Company and you agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). This Class Action Waiver does not apply to any claim you bring in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other provision of this offer letter or the AAA Rules, disputes regarding the validity, enforceability or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.

If any term herein is unenforceable in whole or in part, the remainder shall remain enforceable to the extent permitted by law. Except as explicitly set forth herein, this letter replaces and supersedes any and all previous agreements, policies and understandings, written or oral, regarding all the terms and conditions of your employment relationship with the Company. Each party acknowledges that it has been represented by independent counsel of its choice, or has had the opportunity to be represented by independent counsel of its choice, and that to the extent, if any, that it desired, has availed itself of this right and opportunity throughout all negotiations that have preceded the execution of this letter. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this letter against the drafting party has no application and is expressly waived, and the parties agree to all of the provisions in this letter based on the advice of their respective counsel.

This letter, except to the extent governed by the Federal Arbitration Act, will be governed under Texas law or the laws of the state where the “HQ” is located after your relocation to such state as set forth herein. All amounts are denominated in USD unless otherwise set forth herein.

Please sign and date this letter below and return it to me to indicate your acceptance of the Company’s offer. A duplicate original is enclosed for your records.

We look forward to working with you at Fort Cady California Corporation.

Sincerely,
Fort Cady California Corporation
/s/ David Salisbury
By:	David Salisbury
Title:	Executive Chairman

ACCEPTED AND AGREED:
Date: 6/10/2021	Henri Tausch
	/s/ Henri Tausch
	Signature

Enclosure:

EXHIBIT A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EX-10.6

Exhibit 10.6

FORT CADY CALIFORNIA CORPORATION

9329 Mariposa Road, Suite 210 Hesperia, CA 92344

May 2021

Paul Weibel

Dear Paul:

We are pleased to extend an offer to you for the position of Project Controller and Interim CFO at Fort Cady California Corporation (“Company”), reporting to Chief Executive Officer. We are excited about the opportunity of working with you. We believe that it is important to a healthy working relationship that both parties understand the terms and conditions of employment before commencing employment. In order to ensure that both you and the Company have a common understanding, we set forth below some of the fundamental premises.

Your start date will be May 10, 2021 or such other date as communicated to you by the Company. This is a full-time exempt position.

Your initial annual gross base salary will be $200,000 (“Base Salary”), paid less deductions and withholding required by law or approved by you, paid in accordance with the Company’s normal and customary payroll practices.

Your primary place of work will be the Company’s office at 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 (“Primary Workplace”). You are required to be on-site.

Bonus: In addition to the Base Salary described above, for each full year of employment with the Company, you shall be eligible to earn an annual bonus of up to 40% of your then in effect Base Salary (and at on-target achievement the bonus will equal 20% of your then in effect Base Salary) (“Annual Bonus”), based on your and the Company’s achievement of performance goals established in advance by the Board of Directors of the Company (“Board”) and provided to you in writing, as well as you remaining actively employed with the Company through the payment date of each Annual Bonus. The Annual Bonus, if any, will be earned and paid no later than two and a half months after the end of the fiscal year, at which point the Board will also have determined goals for the then current fiscal year. All bonus payments shall be made less deductions and withholdings required by law or approved by you.

Stock Options: The Company shall recommend to the Board that Executive be granted an option to purchase 500,000 ordinary shares of American Pacific Borates Limited (“APB”) with a per share exercise price equal to the fair market value of the ordinary shares on the date of grant (the “Options”). The Options shall vest over three (3) years in three (3) equal annual installments commencing on your start date of employment and shall have a term of four (4) years measured from the grant date. The Options shall be subject to such other terms and conditions as are set forth in the Long Term Incentive Plan and the agreement evidencing the grant. Any future share-based compensation or other long-term incentive compensation shall be at the discretion of the Board.

Relocation: The Company will also pay you a one-time lump sum payment of $35,000 to assist you with your expenses to relocate to California (“Relocation Allowance”), less deductions and withholdings required by law. The payment will be made in your first paycheck provided you are employed on this date. If your employment ends for any reason or your resign prior to the first year anniversary of your start date, you will be required to repay to the Company the pro-rata portion of the Relocation Allowance based on the number of days worked.

As a Company employee you are also eligible to participate in the Company’s employee benefit plans in accordance with the terms of such plans all of which may be modified or terminated from time to time and in accordance with these plans.

After the submission of expense reports sufficient to substantiate the Company’s federal income tax deductions for such expenses under the Internal Revenue Code of 1986, as amended (the “Code”) to the extent deductible under the Code and in compliance with the written expense report procedures and policies as may be established by the Company from time to time, the Company shall reimburse you for all reasonable business expenses incurred in the performance of your duties hereunder on behalf of the Company. Subject to the Company’s policies as may be amended from time to time, the Executive shall obtain written approval from the Board prior to incurring any business expenses in excess of $10,000.

This position is a full time job with the understanding that during your employment you will not engage in outside consulting activities, whether compensated or not, which materially interfere with the performance of your job duties with the Company or create a conflict of interest, nor will you establish a competing business during your employment with the Company.

You confirm that you are not bound by any other lawful agreement with any prior or current employer, person or entity that would prevent you from fully performing your duties with the Company, and that you will not during your employment with the Company, or have not during the pre-hire process, use or disclose any proprietary or confidential information, or trade secrets, of your former or concurrent employers or companies.

This offer is not for any specific period of time; instead your employment is at all times “at will.” This means that you may terminate your employment with or without cause or prior notice, and the Company has the same right. In addition, the Company may change your compensation, benefits, duties, assignments, responsibilities, location of your position, or any other terms and conditions of your employment, at any time to adjust to the changing needs of our dynamic company. These provisions expressly supersede any previous representations, oral or written. Your at-will employment status cannot be modified unless it is written and signed by both you and the Board of Directors of the Company.

Because the Company’s proprietary information is extremely important, this offer of employment is expressly subject to your executing an Employee Confidential Information and Invention Assignment Agreement in the form enclosed with this letter as well as your agreement to follow all other rules and policies that the Company may announce from time to time. This offer is also contingent upon proof of identity and work eligibility. Under the Immigration Reform and Control Act of 1986, employers are required to verify the identity and employment eligibility of all new hires within three (3) business days of their first day of work. To assist us in complying with this requirement please bring appropriate documents with you on your first day.

Arbitration. Except for workers’ compensation claims, disputes solely before government agencies (including but not limited to the NLRB or EEOC), unemployment insurance claims, and other claims which may not be arbitrated as a matter of law, you and the Company agree that any and all disputes, controversies, or claims, whether based in contract, tort, common or statutory law, between you and the Company and/or its agents, and whether arising under or relating to this offer letter, the termination of your employment, or any other manner of the parties’ relationship (“Arbitrable Claims”) shall be resolved by final and binding arbitration conducted pursuant to the Federal Arbitration Act. You and the Company agree that arbitration shall be exclusive, final and binding remedy for all Arbitrable Claims, and you the Company and its agents hereby waive any rights each may have to a jury trial in regard to Arbitrable Claims. You and the Company further agree that the arbitrator shall have the sole authority to determine the arbitrability of Arbitrable Claims. The arbitration shall be conducted by a single arbitrator before JAMS in Los Angeles, California (or other mutually agreed upon city) under the JAMS Employment Arbitration Rules and Mediation Procedures and the JAMS Policy on Employment

Arbitration Minimum Standards of Procedural Fairness, if applicable, in effect on the date this Agreement is signed (“JAMS Rules”), except as expressly set forth herein or where such rules are not in compliance with applicable state or federal law. A copy of the JAMS Rules is available for review through the Company by submitting a request to the Human Resources Department, by contacting JAMS at telephone number 800-352-5267, or at JAMS’ website at www.jamsadr.com. Both you and the Company shall be entitled to file dispositive motions before the arbitrator to the same extent as would be allowed had the dispute been heard in a court of law having jurisdiction over the parties’ claims or counterclaims. The arbitrator shall have the same authority as a court to award equitable relief, damages, costs, and fees as provided by law or the applicable JAMS Rules for the particular claims asserted. You and the Company shall follow the JAMS Rules applicable to initial filing fees, but in no event will you be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The Company otherwise shall pay all costs and expenses unique to arbitration, including without limitation the arbitrator’s fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. All Arbitrable Claims must be brought within the statutes of limitations applicable to such claims. The arbitrator’s decision must be in writing and contain findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This letter affects your ability to participate in class, collective or representative actions. Both the Company and you agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). This Class Action Waiver does not apply to any claim you bring in arbitration as a private attorney general solely on his own behalf and not on behalf of others. Notwithstanding any other provision of this offer letter or the JAMS Rules, disputes regarding the validity, enforceability or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.

If any term herein is unenforceable in whole or in part, the remainder shall remain enforceable to the extent permitted by law. This letter, except to the extent governed by the Federal Arbitration Act, will be governed under California law.

Please sign and date this letter below and return it to me to indicate your acceptance of the Company’s offer. A duplicate original is enclosed for your records.

We look forward to working with you at Fort Cady California Corporation.

	Sincerely,
	Fort Cady California Corporation /s/ David Salisbury By: David Salisbury Title: Executive Chairman
ACCEPTED AND AGREED:
Date: 5/10/2021	/s/ Paul Weibel                                                                          Paul Weibel
	Signature

Enclosure:

EXHIBIT A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EX-10.7

Exhibit 10.7

FORT CADY CALIFORNIA CORPORATION

9329 Mariposa Road, Suite 210 Hesperia, CA 92344

Sept 8th, 2021

Tyson Joseph Hall

Fort Collins, CO

Dear Tyson:

We are pleased to extend an offer to you for the position of Chief Operating Officer (COO) at Fort Cady California Corporation (“Company”), reporting to the Chief Executive Officer (CEO). We are excited about the opportunity of working with you. We believe that it is important to a healthy working relationship that both parties understand the terms and conditions of employment before commencing employment. In order to ensure that both you and the Company have a common understanding, we set forth below some of the fundamental premises.

Your start date will be Sept 20th, 2021 or such other date as communicated to you by the Company. This is a full-time exempt position.

Your initial annual gross base salary will be $300,000 (“Base Salary”), paid less deductions and withholding required by law or approved by you, paid in accordance with the Company’s normal and customary payroll practices.

Your primary place of work will initially be your home office in Fort Collins, CO. However, you will be required to go on-site at the Company’s office at 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 a minimum of 75% of your time for the performance of your duties. As of April 1th, 2022, we expect that your primary place of work will be the Company’s office in Hesperia, CA.

Annual Bonus. In addition to the Base Salary described in above, for each full year of employment with the Company, you shall be eligible to earn an annual bonus of up to 100% of your then in effect Base Salary (and at on-target achievement the bonus will be 50% of your then in effect Base Salary) (“Annual Bonus”), based on your and the Company’s achievement of performance goals established in advance by the Board and provided to you in writing, as well as you remaining actively employed with the Company through the payment date of each Annual Bonus. The Annual Bonus, if any, will be earned and paid no later than two and a half months after the end of the fiscal year, at which point the Board will also have determined goals for the then current fiscal year. All bonus payments shall be made less deductions and withholdings required by law or approved by you.

Stock Options: You will be granted the following Long Term Incentive (LTI) option awards in American Pacific Borates Limited (ASX:ABR), (noting that it is expected that these options will convert into options in a NASDAQ listed entity on a pro rata basis to existing securities consistent with the terms of the Option Deed).

LTI Option Award: Employee options to acquire 3,000,000 ordinary shares each exercisable at A$2.00 on or before 1 June 2025.

The options shall vest as follows:

a) 1,000,000 on continued employment for a period of 12 months;

b) 1,000,000 on continued employment for a period of 24 months;

c) 1,000,000 on continued employment for a period of 36 months;

OFFER LETTER

The Options shall be subject to such other terms and conditions as are set forth in the Long Term Incentive Plan and the agreement evidencing the grant. Any future share-based compensation or other long-term incentive compensation shall be at the discretion of the Board.

Relocation: The Company plans to consolidate certain business activities and staff in a central US location (“HQ”). The future location for the COO position could be in the HQ or in one of its primary operating locations (e.g. at the company’s office in Hesperia, CA). The exact location and timing for the relocation will be determined by the CEO in consultation with the employee. The Company will also pay you a one-time lump sum payment of $60,000 gross to assist you with your expenses to relocate to the desired location(“Relocation Allowance”), less deductions and withholdings required by law. The payment will be made the first paycheck after the location and timing has been approved by the CEO, provided you are employed on this date. If your employment ends for any reason or you resign prior to the first year after the lump sum payment, you will be required to repay to the Company the pro-rata portion of the Relocation Allowance based on the number of days worked.

As a Company employee youare also eligible to participate in the Company’s employee benefit plans in accordance with the terms of such plans all of which may be modified or terminated from time to time and in accordance with these plans.

After the submission of expense reports sufficient to substantiate the Company’s federal income tax deductions for such expenses under the Internal Revenue Code of 1986, as amended (the “Code”) to the extent deductible under the Code and in compliance with the written expense report procedures and policies as may be established by the Company from time to time, the Company shall reimburse you for all reasonable business expenses incurred in the performance of your duties hereunder on behalf of the Company.

Noncompetition During Employment: This position is a full time job with the understanding that during your employment you will not engage in outside activities, whether compensated or not, which materially interfere with the performance of your job duties with the Company or create a conflict of interest, nor will you establish a competing business during your employment with the Company, nor will you knowingly perform any act which may confer any competitive benefit or advantage upon any enterprise competing with Company, its subsidiaries, affiliates or any successor. You shall devote your full business time to the business of the Company and will not directly or indirectly, engage, individually or as an officer, director, employee, consultant, advisor, partner or co-venturer, or as a stockholder or other proprietor owning more than a five percent (5%) interest in any firm, corporation, partnership or other organization (in case of any such ownership or participation) in the business of selling or distributing services and/or products in competition with the services and/or products of the Company or its subsidiaries or affiliates. Upon request, you shall furnish to the Board a detailed statement of any outside employment or consulting services in which you seek to engage or invest, and, as from time to time requested by the Board, resubmit for approval a detailed statement thereof. In the event the Board determines in good faith that such violation or conflict exists, you shall refrain from such employment, consulting services or investment.

Non-Solicitation: During your employment and for a period of one (1) year following termination, you will not directly or indirectly in any capacity, alone or in association with others solicit or recruit, or attempt to solicit or recruit, to work for you or any organization with which you are connected, any employees or independent contractor of the Company or any affiliate of the Company who, within twelve (12) months of your termination date, has worked for the Company or any affiliate of the Company and with whom you became acquainted with or dealt with, for any reason, as a result of your employment by the Company or received confidential information regarding during your employment with the Company.

You confirm that you are not bound by any other lawful agreement with any prior or current employer, person or entity that would prevent you from fully performing your duties with the Company, and that you will not during your employment with the Company, or have not during the pre-hire process, use or disclose any proprietary or confidential information, or trade secrets, of your former or concurrent employers or companies.

At-Will Employment: This offer is not for any specific period of time; instead your employment is at all times “at will.” This means that you may terminate your employment with or without cause or prior notice, and the Company has the same right. In addition, the Company may change your compensation, benefits, duties, assignments, responsibilities, location of your position, or any other terms and conditions of your employment, at any time to adjust to the changing needs of our dynamic company. These provisions expressly supersede any previous representations, oral or written. Your at-will employment status cannot be modified unless it is written and signed by both you and the Board of Directors of the Company.

Voluntary Termination By You: You may terminate your employment with the Company at any time and for any reason by providing the Company with three (3) months written notice. The effective date of the termination shall be the date specified in the notice. In the event of such a termination, the parties agree to act in good faith towards one another during any notice period.

Confidential Information and Invention Assignment Agreement: Because the Company’s proprietary information is extremely important, this offer of employment is expressly subject to your executing an Employee Confidential Information and Invention Assignment Agreement in the form enclosed with this letter as well as your agreement to follow all other rules and policies that the Company may announce from time to time.

This offer is also contingent upon proof of identity and work eligibility. Under the Immigration Reform and Control Act of 1986, employers are required to verify the identity and employment eligibility of all new hires within three (3) business days of their first day of work. To assist us in complying with this requirement please bring appropriate documents with you on your first day.

Arbitration: Except for workers’ compensation claims, disputes solely before government agencies (including but not limited to the NLRB or EEOC), unemployment insurance claims, and other claims which may not be arbitrated as a matter of law, you and the Company agree that any and all disputes, controversies, or claims, whether based in contract, tort, common or statutory law, between you and the Company and/or its agents, and whether arising under or relating to this offer letter, the termination of your employment, or any other manner of the parties’ relationship (“Arbitrable Claims”) shall be resolved by final and binding arbitration conducted pursuant to the Federal Arbitration Act. You and the Company agree that arbitration shall be exclusive, final and binding remedy for all Arbitrable Claims, and you the Company and its agents hereby waive any rights each may have to a jury trial in regard to Arbitrable Claims. You and the Company further agree that the arbitrator shall have the sole authority to determine the arbitrability of Arbitrable Claims. Arbitration shall be conducted before the American Arbitation Association in accordance with the American Arbitration Association’s Employment Arbitration Rules and Mediation Procedures (“AAA Rules”) then in effect, to be held (unless the parties agree in writing otherwise) within 45 miles of where you are or were last employed by the Company. The AAA Rules are available online, free of charge, at www.adr.org/employment, or by searching for “AAA Employment Arbitration Rules” using a service such as www.google.com or www.yahoo.com. If for any reason AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Both you and the Company shall be entitled to file dispositive motions before the arbitrator to the same extent as would be allowed had the dispute been heard in a court of law having jurisdiction over the parties’ claims or counterclaims. The arbitrator shall have the same authority as a court to award equitable relief, damages, costs, and fees as provided by law or the applicable AAA Rules

for the particular claims asserted. You and the Company shall follow the AAA Rules applicable to initial filing fees, but in no event will you be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The Company otherwise shall pay all costs and expenses unique to arbitration, including without limitation the arbitrator’s fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. All Arbitrable Claims must be brought within the statutes of limitations applicable to such claims. The arbitrator’s decision must be in writing and contain findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This letter affects your ability to participate in class, collective or representative actions. Both the Company and you agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). This Class Action Waiver does not apply to any claim you bring in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other provision of this offer letter or the AAA Rules, disputes regarding the validity, enforceability or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.

If any term herein is unenforceable in whole or in part, the remainder shall remain enforceable to the extent permitted by law. Except as explicitly set forth herein, this letter replaces and supersedes any and all previous agreements, policies and understandings, written or oral, regarding all the terms and conditions of your employment relationship with the Company. Each party acknowledges that it has been represented by independent counsel of its choice, or has had the opportunity to be represented by independent counsel of its choice, and that to the extent, if any, that it desired, has availed itself of this right and opportunity throughout all negotiations that have preceded the execution of this letter. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this letter against the drafting party has no application and is expressly waived, and the parties agree to all of the provisions in this letter based on the advice of their respective counsel.

This letter, except to the extent governed by the Federal Arbitration Act, will be governed under California law.

Please sign and date this letter below and return it to me to indicate your acceptance of the Company’s offer. A duplicate original is enclosed for your records.

We look forward to working with you at Fort Cady California Corporation.

	Sincerely, Fort Cady California Corporation
	By:	Henri Tausch
	Title: Chief Executive Officer
ACCEPTED AND AGREED:
Date: 9/9/2021	/s/ Tyson Joseph Hall Tyson Joseph Hall
	Signature

Enclosure:

EXHIBIT A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

EX-10.8

Exhibit 10.8

FORT CADY CALIFORNIA CORPORATION

9329 Mariposa Road, Suite 210 Hesperia, CA 92344

November 3^rd, 2021

Paul Weibel,

Dear Paul:

Congratulations with your promotion to Chief Financial Officer (“CFO”) at Fort Cady California Corporation (“Company”), reporting to the Chief Executive Officer (CEO). We are excited about the opportunity of working with you in this new poistion

Start date: The start date for this new position will be November 29^th, 2021.

New Base Salary: Your new annual gross salary will be be $275,000 (“Base Salary”), paid less deductions and withholding required by law or approved by you, paid in accordance with the Company’s normal and customary payroll practices.

The Company is progressing towards a listing on the NASDAQ under the name ‘5E Advanced Materials, Inc.’. At that moment, you will transition to the position of Chief Financial Officer at this newly listed company.

New Annual Bonus: In addition to the Base Salary described in the above, for each full year of employment with the Company, you shall be eligible to earn an annual bonus of up to 80% of your then in effect Base Salary (and at on-target achievement the bonus will be 40% of your then in effect Base Salary) (“Annual Bonus”), based on your and the Company’s achievement of performance goals established in advance by the CEO and provided to you in writing, as well as you remaining actively employed with the Company through the payment date of each Annual Bonus. The Annual Bonus, if any, will be earned and paid no later than two and a half months after the end of the fiscal year, at which point the CEO will also have determined goals for the then current fiscal year. All bonus payments shall be made less deductions and withholdings required by law or approved by you.

Relocation: The Company plans to consolidate certain business activities and staff in a central US location (“HQ”). The future location for the CFO position could be in the HQ or in one of its primary operating locations (e.g. at the company’s office in Hesperia, CA). The exact location and timing for the relocation will be determined by the CEO in consultation with the employee. The Company will also pay you a one-time lump sum payment of $60,000 gross to assist you with your expenses to relocate to the desired location (“Relocation Allowance”), less deductions and withholdings required by law. The payment will be made the first paycheck after the location and timing has been approved by the CEO, provided you are employed on this date. If your employment ends for any reason or you resign prior to the first year after the lump sum payment, you will be required to repay to the Company the pro-rata portion of the Relocation Allowance based on the number of days worked.

Additional Stock Options: You will be granted the following Long Term Incentive (LTI) option awards in American Pacific Borates Limited (ASX:ABR), (noting that it is expected that these options will convert into options in a NASDAQ listed entity on a pro rata basis to existing securities consistent with the terms of the Option Deed).

LTI Option Award: Employee options to acquire 2,000,000 ordinary shares each exercisable at A$2.25 on or before 30 Nov 2025.

The options shall vest as follows:

a) 800,000 on continued employment for a period of 24 months;

b) 1,200,000 on continued employment for a period of 36 months;

The Options shall be subject to such other terms and conditions as are set forth in the Long Term Incentive Plan and the agreement evidencing the grant. Any future share-based compensation or other long-term incentive compensation shall be at the discretion of the Board.

Other terms: There will be no changes to the other terms listed in your employment letter.

Please sign and date this letter below and return it to me to indicate your acceptance of the Company’s offer.

We look forward to working with you at Fort Cady California Corporation.

Sincerely,

Fort Cady California Corporation

/s/ Henri Tausch

By: Henri Tausch

Title: Chief Executive Officer

ACCEPTED AND AGREED:
Date: 11/3/2021	/s/ Paul Weibel
	Paul Weibel

EX-10.9

Exhibit 10.9

4 November 2021

Stephanie Patchell

Adviser, Listings Compliance (Perth)

ASX Limited

Dear Stephanie

5E Advanced Materials, Inc. - Acknowledgement of CHESS Depositary Nominees (CDN) Function

5E Advanced Materials, Inc. (5EA) refers to its application to be admitted to the official list of ASX Limited (ASX) and its request to be approved as a principal issuer of CHESS Depositary Interests (CDIs) under the operating rules of the CHESS facility and to also have its CDIs approved for participation in that facility.

5EA confirms that it has read ASX Guidance Note 5 and that it understands and acknowledges the limited functions performed by CDN in respect of the CDIs.

Yours sincerely

Aaron Bertolatti

For and on behalf of 5E Advanced Materials, Inc.

EX-10.10

Exhibit 10.10

January 6, 2022

Ms. Palvi Mehta

Dear Ms. Mehta,

DIRECTOR SERVICES APPOINTMENT AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.

We are pleased and welcome your acceptance to be appointed as an Independent Non-Executive Director (“INED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.

The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.

For purposes of independence, this letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective January 12, 2022 (“Effective Date”), on the following terms and conditions:

1. Appointment

(a) You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”) to act as an INED of the Company.

(b) You shall agree to be appointed by the Board as a member and/or chair of the following committees:

a. Chair and member of the Audit Committee; and

b. Member of the Nominating and Corporate Governance Committee

Whereby all committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.

(c) The Appointment is subject to the Company’s certificate of incorporation (“Certificate of Incorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment.

(d) Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq Listing Rules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of the Company.

2. Date of Commencement and Term

The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the Chairman of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.

3. Duties and Responsibilities

You will apply yourself and discharge your duties as an INED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:

(a) attend regular Board meetings and to ensure you have read all papers and information provided to you in relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance;

(b) if required by the Board, sit on one or more of the Company’s Board committees, as may be established by the Board from time to time;

(c) to review management’s business plan and companywide strategy focused on the delivery of value for all stockholders of the Company;

(d) keep the Board informed of all material activities being undertaken;

(e) attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;

(f) act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates;

(g) discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the Company and all of its stockholders;

(h) remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify the Board of the Company of such change as soon as practical. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 6-K, including transactions and arrangements considered by the Board in assessing director independence and;

(i) You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable

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As the Chair and/or member of the Committees described in Section 1(b):

(j) You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment.

(k) You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.

(l) You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company, other than fees for directors’ service as described more fully in Section 5.

4. Additional Duties and Confirmations

(a) By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as an INED.

(b) The Board may, at any time during the term of your Appointment, review your performance as an INED in accordance with processes agreed by the Board from time to time. You agree to participate in any such reviews.

(c) The office you hold as a director of the Company becomes vacant in the following circumstances (altogether described herein as “Termination”):

i. you cease to be a director under any provision of the DGCL or other applicable laws;

ii. you become bankrupt or make any arrangement or composition with your creditors generally;

iii. you become prohibited from being a director by reason of any order made under the DGCL or any other applicable laws;

iv. you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

v. you resign your office by notice in writing to the Company;

vi. you are removed from office by resolution of the Company;

vii. at the close of any general meeting of the shareholders of the Company at which a resolution for your election or re-election is voted on but is not approved; or

viii. any other circumstances as specified in the Governing Documents.

(d) You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. Further, you must not hold or acquire any shares or securities in American Pacific Borates Limited before the Scheme Implementation Date.

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(e) You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from time to time) at all times as may be applicable to your role as an INED.

(f) You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to time) in carrying out your duties and responsibilities for the business and affairs of the Company.

(g) You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements.

(h) You will not, except with the prior written consent of the Company, be in any way connected with or interested in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and properly required for the adequate protection of the business of the Company.

5. Fees and Expenses

You will receive compensation for your service on the Board in accordance with the following:

(a) Annual Fee. The combined fee for your Appointment as an INED of the Company and your roles as Chair and member of the Audit Committee and member of the Nominating and Corporate Governance Committee is USD $188,000 per annum, which shall:

(i) in respect of any period on or before the Scheme Implementation Date be paid to you in cash by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter; and

(ii) in respect of any period from and after the Scheme Implementation Date be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in the below chart, cash will be paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading in the Company’s shares on Nasdaq.

	Cash		LTI cash value equivalent			Total
Audit Committee Chair	$	80,000	$	80,000	*	$	160,000
Nominating and Corporate Governance Member	$	14,000	$	14,000		$	28,000
Total Annual Fee						$	188,000

* The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan, and it    is anticipated to initiate director grants under the Company LTI Plan at the start of Q1 of fiscal year 2023 (July 2022). Subject to Board and shareholder approval, the LTI Plan contemplates grants vesting annually on the earlier of the date of the next annual general meeting of stockholders or the date that is one year following the annual director award grant date. It is further anticipated that upon the Termination of your Appointment grants issued as LTI equivalents as described in this Section 5(a)(ii) will vest immediately.    

Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing

Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.

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(b) Other Equity (sign-on deferred share units)

Under your Appointment as an INED of the Company and your roles as Chair and member of the Audit Committee and member of the Nominating and Corporate Governance Committee, you shall also receive an initial deferred share units (“DSUs”) grant of $200,000 to acquire ordinary shares of the Company (“Initial Grant”).

The grant of Company DSUs is subject to the Scheme Implementation Date occurring, shareholder approval of the Company LTI Plan and the commencement of trading in the Company’s shares on Nasdaq, provided that any such shares will in no event be granted before the second day of trading in the Company’s shares on Nasdaq.

The Initial Grant will be calculated by dividing $200,000 by the average daily closing price of the Company’s common stock on the securities exchange on which the Company’s securities are listed for the ten business days ending on the day following the initial listing date, rounding down to the nearest whole share.

The Initial Grant upon shareholder approval shall vest in equal installments with 50% of the Initial Grant vesting at the first annual general meeting of stockholders and the remaining 50% of the Initial Grant vesting at the second annual general meeting of stockholders, so long as your Appointment continues through the applicable vesting date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

The grant of DSUs shall be subject to such other terms and conditions as are set forth in the agreement evidencing the grant.

The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan. That Plan, when approved, will be relevant to other awards including the grant of DSUs.

“Scheme” means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act 2001 in relation to the proposed re-domiciliation of American Pacific Borates Ltd to the United States. “Scheme Implementation Date” will have the meaning given to that term in the Scheme Booklet for the Scheme.

(c) Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

6. Privacy of Information

(a) You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements.

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(b) You acknowledge that all materials that are or which may come into your possession during your Appointment relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder.

7. Data Protection

(a) By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate.

(b) You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would ordinarily conduct when considering the appointment of a director of the Company.

8. Insurance and Indemnity

The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.

This offer of Appointment is contingent on a satisfactory background check as determined and required by the Company prior to its direct listing on the Nasdaq as well as shareholder approval.

This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.

Please acknowledge your acceptance by signing where indicated below.

Yours sincerely,

/s/ David Salisbury

David Salisbury

Director

For and on behalf of 5E Advanced Materials, Inc.

I have read this letter and accept the appointment on the terms detailed above.

/s/ Palvi Mehta

Palvi Mehta

1/7/2022

Date

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EX-10.11

Exhibit 10.11

January 12, 2022

Mr. Stephen Hunt

Dear Mr. Hunt,

DIRECTOR SERVICES APPOINTMENT AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.

We are pleased and welcome your acceptance to be appointed as an Independent Non-Executive Director (“INED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.

The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.

For purposes of independence, this letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective January 12, 2022 (“Effective Date”), on the following terms and conditions:

1. Appointment

(a) You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”) to act as an INED of the Company.

(b) You shall agree to be appointed by the Board as a member and/or chair of the following committee(s):

a. Chair and member of the Compensation Committee; and

b. Member of the Audit Committee

Whereby all committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.

(c) The Appointment is subject to the Company’s certificate of incorporation (“Certificate of Incorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment.

(d) Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq Listing Rules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of the Company.

2. Date of Commencement and Term

The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the Chairman of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.

3. Duties and Responsibilities

You will apply yourself and discharge your duties as an INED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:

(a) attend regular Board meetings and to ensure you have read all papers and information provided to you in relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance;

(b) if required by the Board, sit on one or more of the Company’s Board committees, as may be established by the Board from time to time;

(c) review management’s business plan and companywide strategy focused on the delivery of value for all stockholders of the Company;

(d) keep the Board informed of all material activities being undertaken;

(e) attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;

(f) act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates;

(g) discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the Company and all of its stockholders;

(h) remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify the Board of the Company of such change as soon as practical. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 6-K, including transactions and arrangements considered by the Board in assessing director independence; and

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(i) You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable.

As the Chair and/or member of the Committee(s) described in Section 1(b):

(j) You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment.

(k) You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.

(l) You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company, other than fees for directors’ service as described more fully in Section 5.

4. Additional Duties and Confirmations

(a) By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as an INED.

(b) The Board may, at any time during the term of your Appointment, review your performance as an INED in accordance with processes agreed by the Board from time to time. You agree to participate in any such reviews.

(c) The office you hold as a director of the Company becomes vacant in the following circumstances (altogether described herein as “Termination”):

i. you cease to be a director under any provision of the DGCL or other applicable laws;

ii. you become bankrupt or make any arrangement or composition with your creditors generally;

iii. you become prohibited from being a director by reason of any order made under the DGCL or any other applicable laws;

iv. you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

v. you resign your office by notice in writing to the Company;

vi. you are removed from office by resolution of the Company;

vii. at the close of any general meeting of the shareholders of the Company at which a resolution for your election or re-election is voted on but is not approved; or

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viii. any other circumstances as specified in the Governing Documents.

(d) You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. Further, you must not hold or acquire any shares or securities in American Pacific Borates Limited before the Scheme Implementation Date.

(e) You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from time to time) at all times as may be applicable to your role as an INED.

(f) You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to time), in carrying out your duties and responsibilities for the business and affairs of the Company.

(g) You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements.

(h) You will not, except with the prior written consent of the Company, be in any way connected with or interested in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and properly required for the adequate protection of the business of the Company.

5. Fees and Expenses

You will receive compensation for your service on the Board in accordance with the following:

(a) Annual Fee. The combined fee for your Appointment as an INED of the Company and your roles as Chair and member of the Compensation Committee and member of the Audit Committee is USD $168,000 per annum, which shall:

(i) in respect of any period on or before the Scheme Implementation Date be paid to you in cash by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter; and

(ii) in respect of any period from and after the Scheme Implementation Date be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in the below chart, cash will be paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading in the Company’s shares on Nasdaq.

4 | P a g e

	Cash		LTI cash value equivalent			Total
Compensation Committee Chair	$	70,000	$	70,000	*	$	140,000
Audit Committee Member	$	14,000	$	14,000		$	28,000
Total Annual Fee						$	168,000

*The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan, and it is anticipated to initiate director grants under the Company LTI Plan at the start of Q1 of fiscal year 2023 (July 2022). Subject to Board and shareholder approval, the LTI Plan contemplates grants vesting annually on the earlier of the date of the next annual general meeting of stockholders or the date that is one year following the annual director award grant date. It is further anticipated that upon the Termination of your Appointment grants issued as LTI equivalents as described in this Section 5(a)(ii) will vest immediately.    

Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.

(b) Other Equity (sign-on options)

Under your Appointment as an INED of the Company and your roles as Chair and member of the Compensation Committee and member of the Audit Committee, you shall also receive an initial deferred share units (“DSUs”) grant of $200,000 to acquire ordinary shares of the Company (“Initial Grant”).

The grant of Company DSUs is subject to the Scheme Implementation Date occurring, shareholder approval of the Company LTI Plan and the commencement of trading in the Company’s shares on Nasdaq, provided that any such shares will in no event be granted before the second day of trading in the Company’s shares on Nasdaq.

The Initial Grant will be calculated by dividing $200,000 by the average daily closing price of the Company’s common stock on the securities exchange on which the Company’s securities are listed for the ten business days ending on the day following the initial listing date, rounding down to the nearest whole share.

The Initial Grant upon shareholder approval shall vest in equal installments with 50% of the Initial Grant vesting at the first annual general meeting of stockholders and the remaining 50% of the Initial Grant vesting at the second annual general meeting of stockholders, so long as your Appointment continues through the applicable vesting date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

The grant of DSUs shall be subject to such other terms and conditions as are set forth in the agreement evidencing the grant.

The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan. That Plan, when approved, will be relevant to other awards including the grant of DSUs.

5 | P a g e

“Scheme” means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act 2001 in relation to the proposed re-domiciliation of American Pacific Borates Ltd to the United States. “Scheme Implementation Date” will have the meaning given to that term in the Scheme Booklet for the Scheme.

(c) Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

6. Privacy of Information

(a) You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements.

(b) You acknowledge that all materials that are or which may come into your possession during your Appointment relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder.

7. Data Protection

(a) By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate.

(b) You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would ordinarily conduct when considering the appointment of a director of the Company.

8. Insurance and Indemnity

The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.

This offer of Appointment is contingent on a satisfactory background check as determined and required by the Company prior to its direct listing on the Nasdaq as well as shareholder approval.

This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.

{Signature page follows}

6 | P a g e

Please acknowledge your acceptance by signing where indicated below.

Yours sincerely,

/s/ David Salisbury

David Salisbury

Director

For and on behalf of 5E Advanced Materials, Inc.

I have read this letter and accept the appointment on the terms detailed above.

/s/ Stephen Hunt

Stephen Hunt

14 Jan 2022

Date

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EX-10.12

Exhibit 10.12

January 12, 2022

Mr. Sen Ming Jimmy Lim

Dear Mr. Lim,

DIRECTOR SERVICES APPOINTMENT AS A NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.

We are pleased and welcome your acceptance to be appointed as a Non-Executive Director (“NED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.

The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.

This letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective January 12, 2022 (“Effective Date”), on the following terms and conditions:

1. Appointment

(a) You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”) to act as a NED of the Company.

(b) You shall agree to be appointed by the Board as a member and/or chair of the following committee(s):

a. Chair and member of the Nominating and Corporate Governance Commitee; and

b. Member of the Audit Committee

Whereby all committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.

(c) The Appointment is subject to the Company’s certificate of incorporation (“Certificate of Incorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment.

(d) Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq Listing Rules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of the Company.

2. Date of Commencement and Term

The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the members of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.

3. Duties and Responsibilities

You will apply yourself and discharge your duties as a NED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:

(a) attend regular Board meetings and to ensure you have read all papers and information provided to you in relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance;

(b) if required by the Board, sit on one or more of the Company’s Board committees, as may be established by the Board from time to time;

(c) review management’s business plan and companywide strategy focused on the delivery of value for all stockholders of the Company;

(d) keep the Board informed of all material activities being undertaken;

(e) attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;

(f) act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates;

(g) discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the Company and all of its stockholders; and

(h) You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable. As the Chair and/or member of the Committee(s) described in Section 1(b):

2 | Page

(i) You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment.

(j) You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.

(k) You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company, other than fees for directors’ service as described more fully in Section 5.

4. Additional Duties and Confirmations

(a) By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as a NED.

(b) The Board may, at any time during the term of your Appointment, review your performance as a NED in accordance with processes agreed by the Board from time to time. You agree to participate in any such reviews.

(c) The office you hold as a director of the Company becomes vacant in the following circumstances (altogether described herein as “Termination”):

i. you cease to be a director under any provision of the DGCL or other applicable laws;

ii. you become bankrupt or make any arrangement or composition with your creditors generally;

iii. you become prohibited from being a director by reason of any order made under the DGCL or any other applicable laws;

iv. you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

v. you resign your office by notice in writing to the Company;

vi. you are removed from office by resolution of the Company;

vii. at the close of any general meeting of the shareholders of the Company at which a resolution for your election or re-election is voted on but is not approved; or

viii. any other circumstances as specified in the Governing Documents.

(d) You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. Further, you must not acquire any additional shares or securities in American Pacific Borates Limited before the Scheme Implementation Date.

3 | Page

(e) You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from time to time) at all times as may be applicable to your role as a NED.

(f) You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to time), in carrying out your duties and responsibilities for the business and affairs of the Company.

(g) You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements.

(h) You will not, except with the prior written consent of the Company, be in any way connected with or interested in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and properly required for the adequate protection of the business of the Company.

5. Fees and Expenses

You will receive compensation for your service on the Board in accordance with the following:

(a) Annual Fee. The combined fee for your Appointment as a NED of the Company and your roles as Chair and member Nominating and Corporate Governance Committee and member of the Audit Committee is USD $168,000 per annum, which shall:

(i) in respect of any period on or before the Scheme Implementation Date be paid to you in cash by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter; and

(ii) in respect of any period from and after the Scheme Implementation Date be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in the below chart, cash will be paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading in the Company’s shares on Nasdaq.

	Cash		LTI cash value equiva lent			Total
Nominating and Corporate Governance Committee Chair	$	70,000	$	70,000		$	140,000
Audit Committee Member	$	14,000	$	14,000	*	$	28,000
Total Annual Fee						$	168,000

*The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan, and it is anticipated to initiate director grants under the Company LTI Plan at the start of Q1 of fiscal year 2023 (July

4 | Page

2022). Subject to Board and shareholder approval, the LTI Plan contemplates grants vesting annually on the earlier of the date of the next annual general meeting of stockholders or the date that is one year following the annual director award grant date. It is further anticipated that upon the Termination of your Appointment grants issued as LTI equivalents as described in this Section 5(a)(ii) will vest immediately.    

Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.

(b) Other Equity (sign-on options)

Under your Appointment as a NED of the Company and your roles as Chair and member of the Nominating and Corporate Governance Committee and member of the Audit Committee, you shall also receive an initial deferred share units (“DSUs”) grant of $200,000 to acquire ordinary shares of the Company (“Initial Grant”).

The grant of Company DSUs is subject to the Scheme Implementation Date occurring, shareholder approval of the Company LTI Plan and the commencement of trading in the Company’s shares on Nasdaq, provided that any such shares will in no event be granted before the second day of trading in the Company’s shares on Nasdaq.

The Initial Grant will be calculated by dividing $200,000 by the average daily closing price of the Company’s common stock on the securities exchange on which the Company’s securities are listed for the ten business days ending on the day following the initial listing date, rounding down to the nearest whole share.

The Initial Grant upon shareholder approval shall vest in equal installments with 50% of the Initial Grant vesting at the first annual general meeting of stockholders and the remaining 50% of the Initial Grant vesting at the second annual general meeting of stockholders, so long as your Appointment continues through the applicable vesting date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

The grant of DSUs shall be subject to such other terms and conditions as are set forth in the agreement evidencing the grant.

The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan. That Plan, when approved, will be relevant to other awards including the grant of DSUs.

“Scheme” means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act 2001 in relation to the proposed re-domiciliation of American Pacific Borates Ltd to the United States. “Scheme Implementation Date” will have the meaning given to that term in the Scheme Booklet for the Scheme.

(c) Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

5 | Page

6. Privacy of Information

(a) You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements.

(b) You acknowledge that all materials that are or which may come into your possession during your Appointment relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder.

7. Data Protection

(a) By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate.

(b) You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would ordinarily conduct when considering the appointment of a director of the Company.

8. Insurance and Indemnity

The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.

This offer of Appointment is contingent on a satisfactory background check as determined and required by the Company prior to its direct listing on the Nasdaq as well as shareholder approval.

This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.

{Signature page follows}

6 | Page

Please acknowledge your acceptance by signing where indicated below.

Yours sincerely,

/s/ David Salisbury

David Salisbury

Director

For and on behalf of 5E Advanced Materials, Inc.

I have read this letter and accept the appointment on the terms detailed above.

/s/ Sen Ming Jimmy Lim

Sen Ming Jimmy Lim

14th Jan 2022

Date

7 | Page

EX-10.13

Exhibit 10.13

January 12, 2022

Mr. David Salisbury

Dear Mr. Salisbury,

DIRECTOR SERVICES APPOINTMENT AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC.

We are pleased and welcome your acceptance to be appointed as an Independent Non-Executive Director (“INED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware.

The following letter seeks to illustrate the context of your appointment by the Company, and the terms and conditions of such appointment, as set out herewith. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.

For purposes of independence, this letter will supersede all previous or contemporaneous oral or written appointments, contracts or agreements, if applicable, entered into between yourself and the Company (or its affiliated subsidiaries). By signing this letter and therefore accepting the appointment as stated, you agree to terminate all other previous appointments with the Company, its subsidiaries and affiliates thereof commencing effective January 12, 2022 (“Effective Date”), on the following terms and conditions:

1. Appointment

(a) You shall agree to be appointed by the Nominating and Corporate Governance Committee of the Board of Directors of the Company (the “Board”) to act as an INED of the Company.

(b) You shall agree to be appointed by the Board to the following position(s) and as a member and/or chair of the following committee(s):

a. Chair of the Board;

b. Member of the Compensation Committee; and

c. Member of the Nominating and Corporate Governance Committee

Whereby all positions and committees shall collectively be depicted as the “Committee”; and “Appointment” shall refer to your appointment as a member of the Board and/or the Committee.

(c) The Appointment is subject to the Company’s certificate of incorporation (“Certificate of Incorporation”) and bylaws (“Bylaws”), each as may be amended or replaced from time to time (the Certificate of Incorporation and the Bylaws together, the “Governing Documents”) and nothing in this letter shall be taken to exclude or vary the terms of the Governing Documents as they apply to your Appointment.

(d) Continuation of your Appointment is contingent upon satisfactory performance and your successful election and re-election by stockholders of the Company as and when required by the Bylaws and, as applicable, the listing standards of Nasdaq, including the Nasdaq Listing Rule 5600 Series (“Nasdaq Listing Rules”), the rules and requirements of the Securities and Exchange Commission (“SEC rules”) and the Delaware General Corporation Law (“DGCL”), at the forthcoming annual general meeting of stockholders of the Company.

2. Date of Commencement and Term

The official commencement date of your Appointment shall be the Effective Date, or as mutually agreed upon between yourself and the Chairman of the Nominating and Corporate Governance Committee. The term of this Appointment shall be 1 year from the Effective Date and subject to Termination and the re-election by the Company’s shareholders at the annual general meeting of stockholders of the Company.

3. Duties and Responsibilities

You will apply yourself and discharge your duties as an INED in accordance with the Bylaws, Nasdaq Listing Rules, the DGCL, the SEC rules, the ASX Listing Rules and any other applicable laws or regulatory requirements. Without limitation, you will be required to:

(a) attend regular Board meetings and to ensure you have read all papers and information provided to you in relation to each Board meeting and undertake such additional enquiries as you deem necessary and appropriate to be informed of the Company’s financial and operational performance;

(b) if required by the Board, sit on one or more of the Company’s Board committees, as may be established by the Board from time to time;

(c) review management’s business plan and companywide strategy focused on the delivery of value for all stockholders of the Company;

(d) keep the Board informed of all material activities being undertaken;

(e) attend the annual general meeting of stockholders of the Company and any other general meetings of the Company;

(f) act with the utmost good faith towards the Company, its stockholders and its related bodies corporate both in carrying out your duties under this Appointment and in all your dealings with the Company, its stockholders and its affiliates;

(g) discharge your duties and responsibilities under this Appointment in accordance with your fiduciary duty to the Company and all of its stockholders;

(h) remain mindful and ensure your status of independence remains compliant as stipulated by requirements of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Should your independent status cease to remain compliant, you must notify

2 | Page

the Board of the Company of such change as soon as practical. You shall further facilitate any director independence disclosures in annual meeting proxy statements or annual report on Form 6-K, including transactions and arrangements considered by the Board in assessing director independence; and

(i) You shall not directly be responsible for the management of the Company. Your role is neither operational nor managerial in nature; however, members of the Board may draw upon your professional insight and business expertise where suitable.

As the Chair and/or member of the Committee(s) described in Section 1(b):

(j) You shall review the functions of your relevant committee(s) as pursuant to individually adopted Audit, Compensation and Nominating and Corporate Governance Committee Charters (“Charters”) that shall be made available to you upon a practical date subsequent to your Appointment.

(k) You must, along with other Committee members, monitor compliance with SEC rules and Nasdaq Listing Rules at all times with respect to Committee composition requirements, and assist the Company in seeking compliance, if required, by curing the event that caused failure to comply within the time frame provided by the SEC and/or the Nasdaq Regulatory Authority.

(l) You must refrain from accepting any direct or indirect consulting, advisory, or other compensatory fee from the Company, other than fees for directors’ service as described more fully in Section 5.

4. Additional Duties and Confirmations

(a) By accepting this Appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. You should advise the Board before you accept any additional commitments that may affect the time you are able to allocate to your role as an INED.

(b) The Board may, at any time during the term of your Appointment, review your performance as an INED in accordance with processes agreed by the Board from time to time. You agree to participate in any such reviews.

(c) The office you hold as a director of the Company becomes vacant in the following circumstances (altogether described herein as “Termination”):

i. you cease to be a director under any provision of the DGCL or other applicable laws;

ii. you become bankrupt or make any arrangement or composition with your creditors generally;

iii. you become prohibited from being a director by reason of any order made under the DGCL or any other applicable laws;

iv. you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

v. you resign your office by notice in writing to the Company;

3 | Page

vi. you are removed from office by resolution of the Company;

vii. at the close of any general meeting of the shareholders of the Company at which a resolution for your election or re-election is voted on but is not approved; or

viii. any other circumstances as specified in the Governing Documents.

(d) You must comply with the Company’s ‘Insider Trading and Securities Dealings Policy’ (including as amended or replaced from time to time) when dealing in Company securities (and any other relevant securities) and adhere to the designated prohibited periods for dealing in such securities. Further, you must not hold or acquire any shares or securities in American Pacific Borates Limited before the Scheme Implementation Date.

(e) You must comply with the Company’s Corporate Governance Guidelines (including as amended or replaced from time to time) at all times as may be applicable to your role as an INED.

(f) You must comply with the Company’s Code of Business Conduct (including as amended or replaced from time to time), in carrying out your duties and responsibilities for the business and affairs of the Company.

(g) You acknowledge that the Company and its directors and officers are governed by the DGCL, the SEC and the Nasdaq Listing Rules which impose strict obligations (and severe penalties) on the Company and its directors and officers concerning the disclosure and use of market sensitive information and inside information. You undertake to comply with all such obligations pursuant to the DGCL, the SEC, the Nasdaq Listing Rules and all other applicable laws and regulatory requirements.

(h) You will not, except with the prior written consent of the Company, be in any way connected with or interested in any business in competition with that of the Company or its subsidiaries for the duration of your Appointment and for a period of 12 months after your Appointment ceases. You acknowledge that this restriction and time limitation is reasonable and properly required for the adequate protection of the business of the Company.

5. Fees and Expenses

You will receive compensation for your service on the Board in accordance with the following:

(a) Annual Fee. The combined fee for your Appointment as an INED of the Company and your roles as Chair of the Board and member of the Compensation Committee and Nominating and Corporate Governance Committee is USD $256,000 per annum, which shall:

(i) in respect of any period on or before the Scheme Implementation Date be paid to you in cash by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter; and

(ii) in respect of any period from and after the Scheme Implementation Date be divided in equal parts between cash and Long-Term Incentive (“LTI”) equivalents and as further detailed in the below chart, cash will be paid to you by the Company in arrears in four equal installments on or about the last business day of each fiscal year quarter, provided that in no event will LTI equivalents be granted before the second day of trading in the Company’s shares on Nasdaq.

4 | Page

	Cash		LTI cash value equivalent			Total
Board Chair	$	100,000	$	100,000		$	200,000
Compensation Committee Member	$	14,000	$	14,000	*	$	28,000
Nominating and Corporate Governance Committee Member	$	14,000	$	14,000		$	28,000
Total Annual Fee						$	256,000

* The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan, and it is anticipated to initiate director grants under the Company LTI Plan at the start of Q1 of fiscal year 2023 (July 2022). Subject to Board and shareholder approval, the LTI Plan contemplates grants vesting annually on the earlier of the date of the next annual general meeting of stockholders or the date that is one year following the annual director award grant date. It is further anticipated that upon the Termination of your Appointment grants issued as LTI equivalents as described in this Section 5(a)(ii) will vest immediately.    

Any change (increase or decrease) in your Annual Fee may be determined by the Board (without obligation to do so), subject to obtaining any shareholder approvals required under the Governing Documents, the DGCL, the SEC rules, the Nasdaq Listing Rules, the ASX Listing Rules or any other applicable laws or regulatory requirements.

(b) Other Equity (sign-on options)

Under your Appointment as an INED of the Company and your roles as Chair of the Board and member of the Compensation Committee and Nominating and Corporate Governance Committee, you shall also receive an initial deferred share units (“DSUs”) grant of $200,000 to acquire ordinary shares of the Company (“Initial Grant”).

The grant of Company DSUs is subject to the Scheme Implementation Date occurring, shareholder approval of the Company LTI Plan and the commencement of trading in the Company’s shares on Nasdaq, provided that any such shares will in no event be granted before the second day of trading in the Company’s shares on Nasdaq.

The Initial Grant will be calculated by dividing $200,000 by the average daily closing price of the Company’s common stock on the securities exchange on which the Company’s securities are listed for the ten business days ending on the day following the initial listing date, rounding down to the nearest whole share.

The Initial Grant upon shareholder approval shall vest in equal installments with 50% of the Initial Grant vesting at the first annual general meeting of stockholders and the remaining 50% of the Initial Grant vesting at the second annual general meeting of stockholders, so long as your Appointment continues through the applicable vesting date. If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

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The grant of DSUs shall be subject to such other terms and conditions as are set forth in the agreement evidencing the grant.

The Company intends to develop, agree and seek shareholder approval of a Company LTI Plan. That Plan, when approved, will be relevant to other awards including the grant of DSUs.

“Scheme” means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act 2001 in relation to the proposed re-domiciliation of American Pacific Borates Ltd to the United States. “Scheme Implementation Date” will have the meaning given to that term in the Scheme Booklet for the Scheme.

(c) Reimbursement of Expenses. During your Appointment, the Company shall reimburse you for all reasonable out-of-pocket expenses incurred by you in attending any in-person meetings or while handling other Board-related business, provided that you comply with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

6. Privacy of Information

(a) You agree that you will take all reasonable precautions as may be necessary to maintain the secrecy and confidentiality of all confidential information of the Company and its affiliates, except as you are required by law to disclose. In the event that you become legally required to disclose any confidential information, prompt notice shall be given by you (in advance) to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements.

(b) You acknowledge that all materials that are or which may come into your possession during your Appointment relating to the nature, operation or activities of the Company remain the Company’s property. You shall not either during the period of your Appointment or afterwards use or permit to be used any books, documents, moneys, assets, records or other property belonging to or relating to any dealings, affair or business of the Company or its affiliates other than for the benefit of the Company. You shall immediately deliver and return to the Company all such books, documents, moneys, securities, records or other property which you then have or should have in your possession upon termination of your Appointment hereunder.

7. Data Protection

(a) By executing this letter, you consent to the Company holding and processing information about you for legal, personnel, administrative, and management purposes and in particular to the processing of any sensitive personal data as and when appropriate.

(b) You consent to the transfer of such personal information to other offices the Company may have or to other third parties for administrative purposes and other purposes in connection with your Appointment, where it is necessary or desirable to do so including for the purpose of the Company conducting any background or other checks the Company would ordinarily conduct when considering the appointment of a director of the Company.

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8. Insurance and Indemnity

The Company shall establish directors’ and officers’ liability coverage and it is intended to maintain such coverage for the full term of your Appointment.

This offer of Appointment is contingent on a satisfactory background check as determined and required by the Company prior to its direct listing on the Nasdaq as well as shareholder approval.

This agreement is governed in all respects by the laws of the State of Delaware, without regard to conflicts of law principles thereof.

Please acknowledge your acceptance by signing where indicated below.

Yours sincerely,

/s/ Aaron Bertolatti

Aaron Bertolatti

Director

For and on behalf of 5E Advanced Materials, Inc.

I have read this letter and accept the appointment on the terms detailed above.

/s/ David Salisbury

David Salisbury

14 Jan 2022

Date

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EX-21

Exhibit 21.1

Subsidiaries

Subsidiary	State or Jurisdiction of Incorporation or Organization
American Pacific Borates Limited	Australia
Fort Cady Holdings Pty Ltd	Australia
Fort Cady (California) Corporation	Maryland

EX-96.1

Exhibit 96.1

INITIAL ASSESSMENT REPORT

(REVISED)

FORT CADY BORATE PROJECT, SAN

BERNARDINO COUNTY, CALIFORNIA

Submitted to:

AMERICAN PACIFIC BORATE LTD.

Report Date:

February 7, 2022

Report Effective Date:

October 15, 2021

Millcreek Mining Group

1011 East Murray Holladay Road

Salt Lake City, Utah

84117

Tel:   (801) 904-2260

Fax:  (801) 904-2261

Email info@millcreekmg.com

www.millcreekmg.com

Author:

STEVEN B. KERR, CPG

DATE AND SIGNATURE PAGE

This report titled “Initial Assessment Report, Fort Cady Borate Project, San Bernardino California” and dated October 18, 2021, was prepared and signed by:

(Signed & Sealed)

Steven B. Kerr CPG

Principal Consultant – Geology

Millcreek Mining Group

Dated at Bountiful, Utah

October 18, 2021

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TABLE OF CONTENTS

1	EXECUTIVE SUMMARY		1-1
2	INTRODUCTION		2-1
3	PROPERTY DESCRIPTION		3-4
	3.1	MINERAL TENURE	3-5
4	ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY		4-1
5	HISTORY		5-1
6	GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT		6-1
	6.1	REGIONAL SETTING	6-1
	6.2	MINERALIZATION	6-3
	6.3	MINERAL DEPOSIT	6-4
7	EXPLORATION		7-1
	7.1	HISTORIC DRILLING	7-1
	7.2	APBL DRILLING	7-3
	7.3	HYDROGEOLOGY	7-7
		7.3.1         Hydrologic setting	7-7
		7.3.2         Project Area Wells	7-8
		7.3.3         Hydraulic Properties	7-9
8	SAMPLE PREPARATION, ANALYSES AND SECURITY		8-1
	8.1	SAMPLING METHOD AND APPROACH	8-1
	8.2	SAMPLE PREPARATION, ANALYSES AND SECURITY	8-2
9	DATA VERIFICATION		9-1
10	MINERAL PROCESSING AND METALLURGICAL TESTING		10-1
	10.1	MINERAL CHARACTERISTICS	10-1
	10.2	SOLUTION MINING	10-1
	10.3	PROCESSING	10-2
11	MINERAL RESOURCE ESTIMATES		11-1
	11.1	INTRODUCTION	11-1
	11.2	RESOURCE DATABASE	11-1
	11.3	GEOLOGIC MODEL	11-1
	11.4	GRADE ESTIMATION & RESOURCE CLASSIFICATION	11-3
	11.5	MODEL VALIDATION	11-4
	11.6	DENSITY MEASUREMENTS	11-6
	11.7	CUT-OFF GRADE	11-6

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	11.8	MINERAL RESOURCE ESTIMATION	11-7
12	MINERAL RESERVE ESTIMATES		12-1
13	MINING METHODS		13-1
14	PROCESSING AND RECOVERY METHODS		14-1
15	INFRASTRUCTURE		15-1
16	MARKET STUDIES		16-1
	16.1	BORON MARKET	16-1
		16.1.1         Boron Market	16-1
		16.1.2         Boron Pricing	16-3
		16.1.3         Boric Acid Specification	16-3
	16.2	LITHIUM MARKET	16-4
		16.2.1         Lithium Production	16-4
		16.2.2         Pricing	16-4
	16.3	POTASH	16-5
		16.3.1         Production	16-5
		16.3.2         Pricing	16-5
		16.3.3         SOP Specification	16-6
	16.4	GYPSUM	16-6
		16.4.1         Production	16-7
		16.4.2         Pricing	16-7
	16.5	CONTRACTS	16-7
	16.6	MARKET ENTRY STRATEGY	16-8
17	ENVIRONMENTAL STUDIES, PERMITTING AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS		17-1
18	CAPITAL AND OPERATING COSTS		18-1
19	ECONOMIC ANALYSIS		19-1
20	ADJACENT PROPERTIES		20-1
21	OTHER RELEVANT DATA AND INFORMATION		21-1
22	INTERPRETATION AND CONCLUSIONS		22-1
23	RECOMMENDATIONS		23-1
24	REFERENCES		24-1
25	RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT		25-1

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LIST OF TABLES

Table 1.1 Fort Cady Project Mineral Resource Estimate, October 15, 2021	1-9
Table 5.1 Duval Testing Results	5-2
Table 5.2 Mountain States Testing Injection Summary	5-2
Table 5.3 Mountain States Testing Recovery Summary	5-2
Table 5.4 Fort Cady Mineral Corporation Production Summary	5-3
Table 7.1 Historic Drilling Summary	7-2
Table 7.2 2017 APBL Drilling Summary	7-3
Table 8.1 Summary of QA/QC Control Samples	8-2
Table 11.1 Summary of Drilling Database	11-2
Table 11.2 Modelled Horizons	11-3
Table 11.3 Modelled Variograms	11-4
Table 11.4 Fort Cady Project Cut-off Grades	11-6
Table 11.5 Fort Cady Project Mineral Resource Estimate*, October 15, 2021	11-8
Table 11.6 Uncontrolled Resources	11-9
Table 23.1 Recommended Drilling Budget	23-1

LIST OF FIGURES

Figure 1.1 Boron Pricing	1-11
Figure 1.2 Lithium Pricing	1-11
Figure 1.3 MOP and SOP Pricing	1-12
Figure 1.4 Gypsum Pricing	1-12
Figure 3.1 General Location Map	3-4
Figure 3.2 Land Title Ownership for the Fort Cady Project	3-6
Figure 6.1 Surface Geology in the Newberry Springs Area	6-1
Figure 6.2 Surface Geology Map for the Project Area	6-2
Figure 6.3 Fort Cady Resource Boundary	6-5
Figure 6.4 Long-section and Cross-section through the Fort Cady Deposit	6-6
Figure 6.5 Generalized Lithological Column for the Fort Cady Deposit	6-8
Figure 7.1 Fort Cady Drilling Locations	7-5
Figure 7.2 Cross-section Through the Fort Cady Deposit	7-6
Figure 7.3 Core Photo, 17FTCBL-014	7-6
Figure 7.4 Project Area Groundwater Basins and Surrounding Area Wells, Fort Cady Project, San Bernardino, CA	7-7

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Figure 8.1 Assay Results of Standard SRM1835	8-3
Figure 8.2 Assay Results of Standard SRM97b	8-3
Figure 8.3 Assay Results for SRC Standard CAR110/BSM	8-4
Figure 8.4 Assay Results for SRC Standard CAR110/BSH	8-4
Figure 8.5 Sample Blank Assay Results for Boron	8-5
Figure 8.6 Sample Blank Assay Results for Lithium	8-6
Figure 8.7 Duplicate Sample Results for Boron	8-6
Figure 8.8 Duplicate Sample Results for Lithium	8-7
Figure 8.9 HARD Diagram for APBL Duplicate Samples	8-7
Figure 8.10 SRC Duplicate Results	8-8
Figure 8.11 SRC Duplicates HARD Diagram	8-8
Figure 11.1 Grade Variation Swath Plots	11-5
Figure 11.2 Resource Classification for the Upper Mineralized Horizon (UMH)	11-10
Figure 11.3 Resource Classification for the Main Mineralized Horizon (MMH)	11-11
Figure 11.4 Resource Classification for the Intermediate Mineralized Horizon (IMH)	11-12
Figure 11.5 Resource Classification for the Lower Mineralized Horizon (LMH)	11-13
Figure 13.1 Block 2 Mining Sequence	13-2
Figure 15.1 Fort Cady Project Infrastructure	15-2
Figure 16.1 Current Borates Demand by End Use	16-2
Figure 16.2 Boron Pricing	16-3
Figure 16.3 Lithium Pricing	16-5
Figure 16.4 MOP and SOP Pricing	16-6
Figure 16.5 Gypsum Pricing	16-7
Figure 23.1 Proposed Drilling Locations	23-3

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1 EXECUTIVE SUMMARY

American Pacific Borates Limited (APBL) Is a publicly traded company listed on the Australian Securities Exchange under the symbol ABR. Through its wholly owned U.S. subsidiary, Fort Cady (California) Corporation (FCCC), the company is developing the Fort Cady Borate Project (the Project). The Project contains the largest known global deposit of colemanite not owned by the Turkish Government controlled entity, Eti Maden. Colemanite is a hydrated calcium borate mineral (2CaO • 3B₂O₃ • 5H₂O) found in evaporite deposits. Through in-situ leaching (ISL), FCCC will recover borates (boron-oxygen compounds), boric acid (H₃BO₃), lithium (Li), and other potential commodities.

This report presents the resources at the Fort Cady Borate Project. Reserves are not presented in this report since new dissolution tests are ongoing and work for a small-scale boron facility (SSBF) work is proceeding, both of which provide key inputs to the economic recoverability of the resources. This report has been prepared under the S-K 1300 rules and guidelines of the U.S. Securities and Exchange Commission (SEC) and will be used in supporting a listing on NASDAQ, under the name ‘5E Advanced Materials Inc.’.

The Fort Cady Borate deposit was first discovered in 1964. From 1977 through the early 2000s, the deposit has undergone exploration, pilot ISL testing, feasibility studies and limited production. APBL purchased a 100% interest in the Project in in May 2017 from Atlas Precious Metals Inc. Since that time, the Project has undergone additional exploration, permitting and development activities. APBL completed an exploration drilling program to validate previous exploration efforts and expand mineral resources. Following the drilling program, a JORC mineral resource estimate was prepared by Terra Modelling Services for the Project (December 2017). TMS later updated the JORC mineral resource estimate in December 2018.

In 2018, an initial feasibility under the JORC Code (Initial Study) for the Project was completed by APBL and reviewed by RESPEC Company LLC (RESPEC). Based on further engineering work, a second feasibility study (Second Study) was released in February 2021. None of the prior mineral resource estimates were Regulation S-K 1300 compliant.

The Project is located in the Mojave Desert region in eastern San Bernardino County, California. The project lies approximately 118 mi. northeast of Los Angeles near the town of Newberry Springs and is approximately 36 mi. east of the city of Barstow. Fort Cady resides in a highly prospective area for borate and Li mineralization and has a similar geological setting as Rio Tinto Borates’ Boron operations and Nirma Limited’s Searles Lake (Trona) operations, situated approximately 75 mi. west-northwest and 90 mi. northwest of the Project, respectively.

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Mineral tenure for the Project is through a combination of federal mining claims, a mineral lease, and private fee simple lands. These include 1,010 acres of fee simple patented or privately held land; 2,380 acres of unpatented claims held by FCCC; and 1,520 acres of unpatented claims leased by FCCC from the adjacent Elementis Hectorite Mine.

The Project is located in the western Mojave Desert with arid, hot, dry sunny summers of low humidity and temperate winters. Elevation ranges from approximate 1,970 ft. to approximately 2,185 ft. above sea level. Basalt lava flows cover most of the higher elevations or hilltops with flat ground and drainages covered in pale, gray-brown, silty soils.

Access to the Project is via U.S. Interstate 40 (I-40), eastbound from Barstow to the exit for Newberry Springs. From the exit, travel continues eastward for 14.4 mi. on the National Trails Highway to County Road 20796 (CR20796). Travel continues south on CR20796 for 2.2 mi. to an unnamed dirt road bearing east for another 1.1 mi. to the mine office and plant site at the Project. Several other dirt roads connect to the dirt road leading to the mine office and to CR20796 that provide good access throughout the project area.

The Union Pacific Railroad runs subparallel to I-40 with a rail loadout located approximately 0.4 mi. west of CR20796. San Bernardino County operates six general aviation airports and commercial flight service is available through five airports in the greater Los Angeles area and in Los Vegas, NV. A dedicated cargo service airport, San Bernardino International Airport, is located approximately 65 mi. southwest of the Project.

Construction of an ISL mining operation and processing plant at the Project will require local resources of contractors, construction materials, employees and housing for employees, and energy resources. The Project has good access to numerous sizable communities between Barstow and the greater Los Angeles area offering excellent access to transportation, construction materials, labor, and housing.

Discovery of the Fort Cady borate deposit occurred in 1964 when Congdon and Carey Minerals Exploration Company found several zones of colemanite between the depths of 1,330 ft to 1,570 ft. below ground. In September 1977, Duval Corporation (“Duval”) initiated land acquisition and exploration activities near Hector, California,

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Duval commenced limited-scale solution mining in June 1981. An additional 17 production wells were completed between 1981 and 2001 which were used for injection testing and pilot-scale operations. FCMC became involved with the project with the view of commencing pilot-scale testing. The first phase of pilot plant operations was conducted between 1987 and 1988. Approximately 450 tonnes of boric acid were produced during this time. Given the promising results of the pilot-scale tests the project was viewed to be commercially viable. Concentrated permitting efforts for commercial-scale operations began in early 1990. Final approval for commercial-scale solution mining and processing was attained in 1994.

Extensive feasibility studies, detailed engineering and test works were subsequently undertaken in the late 1990’s and early 2000’s. This included a second phase of pilot plant operations between 1996 and 2001 during which approximately 1,800 tonnes of a synthetic colemanite product (marketed as CadyCal 100) were produced. Commercial-scale operations were not commissioned due to low product prices and other priorities of the controlling entity.

Over US$80 million has been spent on the Fort Cady Project, including license acquisition, drilling and mineral resource estimation, well testing, metallurgical testing, feasibility studies and pilot plant testing test work. In addition, the project has previously obtained all operating and environmental permits required for commercial solution mining operations to produce 90,000 short tons per annum of boric acid.

The project area is characterized by narrow faulted mountain ranges and flat valleys and basins, the result of tectonic extension that began approximate 17 million years ago. The Project lies within the Hector Basin of the Barstow Trough. The Barstow Trough, which is a structural depression is characterized by thick successions of Cenozoic sediments, including borate-bearing lacustrine deposits, with abundant volcanism along the trough flanks. As the basin was filled with sediments and the adjacent highland areas were reduced by erosion, the areas receiving sediments expanded, and playa lakes, characterized by fine-grained clastic and evaporitic chemical deposition, formed in the low areas at the center of the basins.

Mineralization occurs in the subsurface in a sequence of lacustrine sediments ranging in depths from 1,135 to 1,872 ft. below the surface. The mineralization is hosted by a sequence of mudstones and tuffs, consisting of variable amounts of colemanite, a calcium borate (2CaO • 3B₂O₃ • 5H₂O). Colemanite is the target mineral for this deposit and is found in evaporite deposits of alkaline lacustrine environments. Colemanite is a secondary alteration mineral formed from borax and ulexite. The colemanite is associated with thinly laminated siltstone, clay and gypsum beds containing an average of 9% calcite, 35% anhydrite plus 10% celestite (SrSO₄). In addition to colemanite and celestite, elevated levels of Li have been found through chemical analyses of drill samples.

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Boron is believed to have been sourced from thermal waters that flowed from hot springs in the region during times of active volcanism. These hot springs vented into the Hector Basin that contained a large desert lake. Borates were precipitated as the thermal waters entered the lake and cooled or as the lake waters evaporated and became saturated with boron. Colemanite being the least soluble mineral, would evaporate on the receding margins of the lake. The evaporite-rich sequence forms a consistent zone in which the borate-rich colemanite zone transgresses higher in the section relative to stratigraphic marker beds.

Based on drilling results, the deposit is elongate in shape and trends northwesterly, extending over an area of about 606 acres at an average depth of approximately 1,150 ft. to 1,312 ft. below surface. In plan view, the concentration of boron-rich evaporites is roughly ellipsoidal with the long axis trending N40°W to N50°W. Beds within the colemanite deposit strike roughly N45°W and dip about 10° or less to the southwest. Using an isoline of 5% B₂O₃, mineralization has an approximate width of 2,800 ft. and a length of 11,150 ft. with thickness ranging from 70 to 262 ft. (exclusive of barren interbeds).

Duval completed 35 drill holes (DHB Series) between 1979 and 1981 as part of their exploration efforts. With the exception on one hole, holes were drilled using a combination of rotary drilling through the overburden followed by core drilling through the evaporite sequence. Geologic logs of rotary cuttings and core were completed for all holes followed by geochemical analyses of the core.

In 1981 and 1982, Duval drilled five wells to be used in injection/recovery tests. Like previous drilling, the wells were rotary drilled through the overburden and cored through the evaporite sequence. Following coring, 5.5-inch casing was set through the cored interval. Duval drilled three more wells in 1992 and 1993. FCMC completed two drilling campaigns during their participation on the project between 1987 and 1996 as rotary holes for injection/recovery wells. Cuttings samples were collected for analysis on 5-foot intervals for holes three of the wells.

In May 2017, APBL completed 14 drill holes, confirmed previous drilling results, and expanded the mineral resource estimate at Fort Cady. Drilling through the overburden sequence was completed using rotary air blast drilling, followed by drilling HQ (2.5-inch) core through the evaporite sequence. The core was logged and evaluated using industry standard techniques. All drill holes were completed vertically with no greater than five degrees of deviation.

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Core logging was completed on all drill holes and included lithological and geotechnical logging. Downhole geophysical logs, including Gamma Ray, Induction and standard caliper were completed on all drill holes from surface to TD, with the exception of 17FTCBL009 where adverse hole conditions resulted in only partial geophysical logging. All core is logged and photographed according to industry standard procedures. A geotechnical drill hole, APBL023, was also completed in 2017. This well was cored its entire length and a geologic log was completed to define mineralized horizons.

There are 2,113 samples from the 2017 drilling program representing 1,713 ft. of core. In conjunction with the 2017 drilling program, 29 historical drill holes completed by Duval and four holes completed by FCMC have been utilized in the mineral resource estimate. There are 3,672 samples from the historic drilling representing a cumulative total 10,831.3 ft. of core. The QA/QC procedures for the historic drilling are unknown though the work products compiled during the historic drilling suggests it was carried out by competent geologists following procedures considered standard practice at that time.

For the 2017 drilling program, entire core sequences were sampled. Sample intervals were determined at the time of logging are based on changes in lithology, mineralogy, and bedding. Sample intervals range from 0.2 to 6.6 ft. with an overall average sample length of 2.66 ft. Following determination of sampling intervals, core was split in half using a core splitter. One half of the core is used for the analytical sample with the remaining half core being returned to the core box for archiving. Samples were dispatched by commercial carrier to the Saskatchewan Research Council (SRC) for geochemical analysis. All samples underwent a multi-element Inductively Coupled Plasma Optical Emission Spectroscopy (ICP-OES), using a multi-acid digestion. Boron undergoes a separate digestion where an aliquot of the sample is fused in a mixture of NaO₂/NaCO₃ in a muffle oven, then dissolved in deionized water, prior to analysis.

APBL submitted 415 control samples, in the form of certified standards, blanks and coarse duplicates. SRC also submitted 233 of their own internal control samples in the form of standards and pulp duplicates. The QA/QC program has shown the analyses are viable with a minimum of dispersion or contamination errors.

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During the site visit, the QP examined the core for five of the 2017 drill holes completed by ABL. Core has been safely stored in a designated storage building nearby the mine site office and is in good condition. The QP examined the core and compared the core to the geologic logs and sample interval records and found good agreement with the log descriptions and with no discrepancies with sample intervals.

The QP has done a visual check of drilling locations through Google Earth. Drill sites from the 2017 drilling program are still visible on imagery. Older sites completed by Duval and FCMC are not discernible on imagery. The QP checked historic drilling location data to ensure these records had been properly converted to UTM coordinates.

The QP was provided drilling records, sample intervals, and assay results in Excel Workbook files used as input for the drill hole database. Through a variety of data checks drill hole information was evaluated for duplicate entries, incorrect intervals, lengths, or distance values less than or equal to zero, out-of-sequence intervals and intervals or distances greater than the reported drill hole length. A review comparing original field logs and assay reports showed the data to have been transcribed accurately into the Excel files.

In-situ solution mining depends on void spaces and porosity, permeability, ore zone thickness, transmissivity, storage coefficient, piezometric surface, and hydraulic gradient as well as reaction and extraction method efficiencies. APBL intends to use solution mining by injecting an acid solution via a series of wells into the mineralized horizons. The acid solution reacts with the colemanite forming a pregnant leach solution (PLS) containing boric acid (H₃BO₃). There are various ways of developing the well field for in-situ leaching, including “push-pull” where wells function as both as injection and recovery well; line drive; and multiple spot patterns. In addition to the vertical wells, horizontal drilling for well development is also being evaluated as a potential option for the Project. The mine wellfield development and the pattern will ultimately depend on the hydrogeologic model and the cost benefit analysis of various patterns and options.

The leaching of the colemanite will occur via the injection of a heated HCl injection fluid into the deposit through the wells. The injection fluid will remain in the formation and extracted after sufficient contact time with the colemanite. The concentration of HCl in the injection solution is one of the key control variables for the mining process to optimize the reaction with the colemanite, while not being excessive to minimize the reaction with minor impurities such as aluminum, magnesium, iron, anhydrides, and calcite.

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PLS from the wells will be recovered and piped to the boric acid processing facility. The PLS will contain primarily boric acid and calcium chloride along with minor quantities of other chlorides such as strontium, lithium, potassium, sodium, aluminum, and magnesium. Evaporative crystallization will be used to extract the boric acid from the PLS. The crystals are dewatered and then dried to make the final boric acid product.

The database used for resource estimate includes 51 drill holes and a cumulative sampled length of 81,421.4 ft. (24,823.6 m.). The database was provided to Millcreek in a digital format and represents the Project’s exploration dataset as of (July 19, 2021). Borate is listed as weight percent (%) B₂O₃ and Li as ppm. The drilling database contains 5,775 analytical values for B₂O₃ and 5,193 analytical values for Li.

TMS developed a gridded geologic model of the Project using Vulcan^™ software. The mineralization does not correlate to lithological markers as the entire sequence is predominantly lacustrine mudstone. However, detailed examination of the analytical results reveals distinct mineralized horizons. The deposit was delineated based on these patterns of mineralization into four mineralized horizons, two non- to weakly mineralized interbeds and two non-mineralized horizons bounding the deposit. Grids represent the bounding elevation surfaces of key horizons, thicknesses, and analytical grades. Mineral horizon grids were interpolated using an Inverse Distance Squared (ID2) algorithm. Mineralization is spatially defined by a resource boundary using a distance of 150 m, from the last intersection of mineralization in a drill hole.

Variogram modelling was successful for B₂O₃ grades for three of the horizons and subsequent interpolation by ordinary kriging. ID2 interpolation was used with the uppermost mineralized horizon and for Li in all horizons using the same spatial limits established with the horizon grids.

The QP has conducted an audit of the gridded model prepared by TMS. The QP loaded the resource database and grids provided by TMS into Carlson Mining^®, a geology and mine planning software that competes directly with Vulcan. The audit and validation of the gridded model consisted of the following steps: 1) Comparison of drill hole postings for intercepts and composite grades with corresponding grid values; 2) Swath plots comparing kriging to nearest neighbor searches to evaluate grade distribution and bias; and 3) the QP completed a separate estimate in Carlson Mining following the parameters used by TM to the defined resource boundary. This separate resource estimate was within 3.6% of the TMS estimate.

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Results of the mineral resource estimation are shown in Table 1.1. The resource estimate contains a combined 97.55 million tonnes (Mt) of Measured plus Indicated resources with an average grade of 6.53% B₂O₃ and 324 ppm Li, using a 5% cut-off grade for B₂O₃. The mineral resource estimate also identifies 11.43 Mt of Inferred resources under mineral control by FCCC. Approximately 91.21 Mt or 94% of the mineral resources controlled by FCCC occurs within the approved Operating Permit region approved for commercial-scale operations which was awarded to FCCC in 1995. The resource boundary also contains 23.18 Mt of Uncontrolled Resources, resources APBL does not have mineral rights to exploit.

The accuracy of resource and reserve estimates is, in part, a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. Given the data available at the time this report was prepared, the estimates presented herein are considered reasonable. However, they should be accepted with the understanding that additional data and analysis available subsequent to the date of the estimates may necessitate revision. These revisions may be material. There is no guarantee that all or any part of the estimated resources or reserves will be recoverable.

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Table 1.1 Fort Cady Project Mineral Resource Estimate, October 15, 2021

Measured Resource	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
FCCC Fee Lands	UMH		0.03		5.73		10.17		259		0.00		0.00
	MMH		7.01		6.31		11.20		317		0.44		0.79
FCCC Fee Lands - Transmission Corridor	MMH		5.24		6.51		11.55		293		0.34		0.61
FCCC-Elementis Leased Lands	UMH		0.75		6.64		11.79		264		0.05		0.09
	MMH		18.59		6.74		11.98		349		1.25		2.23
	IMH		4.34		6.35		11.27		324		0.28		0.49
Total Measured Resource			35.96		6.57		11.67		330		2.36		4.20

Indicated Resource	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
FCCC Fee Lands	UMH		0.87		5.73		10.17		259		0.05		0.09
	MMH		29.00		6.47		11.50		329		1.88		3.33
FCCC Fee Lands - Transmission Corridor	MMH		20.41		6.51		11.55		293		1.33		2.36
FCCC-Elementis Leased Lands	UMH		0.31		6.68		11.87		251		0.02		0.04
	MMH		7.70		6.74		11.98		349		0.52		0.92
	IMH		3.29		6.40		11.37		324		0.21		0.37
Total Indicated Resource			61.59		6.51		11.55		318		4.01		7.12
Total Measured + Indicated Resource			97.55		6.53		11.61		324		6.37		11.31

Inferred Resource	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
FCCC Fee Lands	UMH		0.03		5.73		10.17		259		0.00		0.00
	MMH		6.46		6.55		11.42		334		0.42		0.75
	IMH		0.59		5.64		10.01		330		0.03		0.06
FCCC Fee Lands - Transmission Corridor	MMH		1.93		6.51		11.55		293		0.13		0.22
FCCC-Elementis Leased Lands	MMH		0.27		6.74		11.98		349		0.02		0.03
	IMH		2.14		6.32		10.48		330		0.14		0.24
Total Inferred Resource			11.43		6.40		11.37		324		0.74		1.31

* Using a 5% B₂O₃ cut-off grade.

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APBL currently recognizes four primary products that can be recovered from ISL at Fort Cady Deposit: 1) boric acid and other boron compounds; 2) lithium carbonate, 3) sulfate of potash (SOP); and 4) gypsum. At the present time engineering and design for the SSBF has not included a recovery process for lithium and will likely be addressed once recovery of boric acid is operational. APBL has done some preliminary work to recover SOP, but a determination has not been made whether SOP production will be included with initial production of boric acid. Previous process design work has included using the Mannheim process to produce SOP from muriate of potash (MOP) as a method of acid regeneration for ISL. Gypsum is a byproduct of boric acid processing during regeneration of hydrochloric acid via reaction of calcium chloride with sulfuric acid.

The global boron market is currently estimated to be valued at US$ 3.2 billion at approximately 4.5Mtpa. Borates demand growth has had reasonably consistent compound annual growth rate (CAGR) at circa 4% from 2013 through 2020. Traditional demand growth coupled with new applications are forecasted to increase demand growth to circa 6% CAGR from 2021 through 2028.

Traditional applications for boron include glass manufacturing (borosilicate glass and textile fiberglass), insulation, ceramics, specialty fertilizers and biocides for the agricultural industry, detergents, fire retardants, and wood preservatives. New applications include permanent magnets for electrical vehicles, rechargeable batteries, and electronics.

The global boron market is dominated by two companies: Eti Maden (Turkish Government-Owned); and Rio Tinto Borates (a subsidiary of Rio Tinto). Together, they supply approximately 80% of global boron market. Eti Maden alone supplies over 60% of the world market. Eti Maden appears to be the only producer with meaningful additional supply capacity. Production from Rio Tinto Borates decreased 7.7% in 2020 and is forecasted to decline 4.0% in 2021. Rio Tinto Borates supplies approximately 70% of the US boron demand and this reduction in supply is resulting in higher prices and supply shortfalls. The US market is APBL’s target market.

In 2020, Rio Tinto received an average price of US$750/ton on a boric acid equivalent basis. Eti Maden average boric acid pricing is US$815/ton in 2021 and has recently announced price increases of between 3% and 4%. Since 2016, price for boric acid has steadily increased from US$767/ton to US$830/ton in 2021 (Figure 1.1). Actual prices for boric acid are typically negotiated on short-term & long-term contracts between buyers and sellers.

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Figure 1.1 Boron Pricing

Global end-use markets for Li are estimated as follows: batteries, 65%; ceramics and glass, 18%; lubricating greases, 5%; polymer production, 3%; continuous casting mold flux powders, 3%; air treatment, 1%; and other uses, 5%. Lithium consumption significantly increased between 2014 and 2017 due to a strong demand for rechargeable lithium batteries used extensively in portable electronic devices, electric tools, electric vehicles, and grid storage applications.

At the start of 2021, Lithium Carbonate (Li₂CO₃) spot prices were at US$4,786 and steadily increased to US$13,815 in July. At the end of July 2021 Lithium Carbonate prices sharply increased with an average spot price for October 2021 at US$25,396 and that has peaked as high as US$28,688. Figure 1.2 shows annual lithium prices for the past six years.

Figure 1.2 Lithium Pricing

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Since 2017 MOP prices have fluctuated from US$276 to US$294 per ton with the exception of 2020 when the average price dipped to US$227/ton. 2020 prices most likely reflect market changes from the COVID-19 pandemic (Figure 1.3). SOP prices generally follow the same trend as MOP though at a premium. SOP prices have generally been in the US$700/ton since 2017. A factor that may affect potash pricing in the near term are the recent economic sanctions imposed on Belarus by the U.S and western Europe.

Figure 1.3 MOP and SOP Pricing

Gypsum prices have fluctuated from US$33/ton in 2018 to US$40/ton in 2021 (Figure 1.4). 2021 prices reflect an increase of 11% from 2020. Demand for gypsum depends principally on construction industry activity. In recent years mined crude gypsum has competed with synthetic gypsum produced from flash generated from coal-fired generating stations. Synthetic gypsum production, however, is decreasing as more coal-fired stations are shut down or retired in favor of natural gas and renewable energy sources.

Figure 1.4 Gypsum Pricing

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FCCC currently has the following permits in place:

1. Air Permit for all processes currently identified up to 270,000 tons per year (tpy) Boric Acid and 80,000 tpy SOP.

2. Water Quality Permit includes all surface impoundments associated with the boric acid pilot plant and requires post mining rinsing and monitoring. FCCC remains compliant with the permit by sampling water well DHB-1 quarterly and submitting quarterly reports

3. Stormwater - The project has received a Notice of Non-applicability (NONA), documenting that the project does not require a stormwater permit.

4. Mining and Reclamation Permit issued in 1994 and was amended and the permit modified in 2019.

5. The BLM issued a Record of Decision (ROD) in 1994 and approved the EIS/EIR boundary. The ROD authorizes mining borates at a rate of 90,000 tpy.

6. The Underground Injection Control (UIC) permit administered by the U.S. Environmental Protection Agency (EPA). FCCC is currently modifying this permit and adding additional monitor wells that demonstrate that U.S. drinking water aquifers (USDW) are not degraded by ISL activities.

Additional permitting that will likely be required for the project includes:

1. A financial assurance cost estimate, a surface disturbance bond, will need to be updated for all new equipment, buildings, and ground disturbance.

2. Filing and identification of the chemical inventory, filed online.

3. An EPA ID will be requested when waste streams have been finalized.

4. FCCC will need to obtain building permits from San Bernardino County prior to construction.

Regulation S-K 1300 requires a current economic assessment to be completed which provides a reasonable basis for establishing the prospects of economic extraction of the mineral resource estimation. Key assumptions used in the economic assessment include; ISL mining operation delivering 5% boric acid in solution to an above ground processing plant; operating costs of $587 per tonne of boric acid produced; 92% conversion of boric acid in solution to saleable boric acid powder (recovery rate); 80% recovery of in-situ boron (extraction ratio) and an average sales price of US$900 per tonne of boric acid. A high-level financial model using a discount rate of 8% delivered a positive net present value to support the cut-off grade and more broadly the resulting mineral resource estimation. Potential by-product production of lithium, SOP and gypsum has been excluded from the financial model and may ultimately provide the potential for a reduction in the cut-off grade.

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Exploration to date, has focused on an approximate 1,000 acres located in the east-central portion of FCCC’s mineral holding. Future exploration efforts should address mineral potential across other portions of the Project area. In particular, the QP believes there is potential upside to conducting additional drilling to the southeast in Section 36, along trend with resources identified in this report.

The QP makes the following recommendations to advance the geology and resource characteristics for the Project that includes: 1) Additional delineation drilling of 15 drill holes to further refine resource classification and to further test resource potential on the southern land holdings held by APBL; 2) standardizing sample lengths in future drilling to reduce sampling an analytical costs; 3) Mineralogical testing to identify the source of Li mineralization along with testing of PLS to help determine recovery and what processes might be required to extract Li and steps to produce lithium carbonate LiCO₃ and/or lithium hydroxide (LiOH.(H₂O)n); 4) consider using seismic and electromagnetic surveying to assist in understanding structural setting a facies in the project area; and 5) further analysis should be completed to determine if economics will support a lower cut-off grade for B₂O₃.

The QP concludes that there are reasonable prospects for economic extraction for the mineral resource estimated and presented in this Initial Assessment.

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2 INTRODUCTION

American Pacific Borates Limited (APBL) Is a publicly traded company listed on the Australian Securities Exchange under the symbol ABR. Through its wholly owned U.S. subsidiary, Fort Cady (California) Corporation (FCCC), the company is developing the Fort Cady Borate Project (Project). The Project contains the largest known global deposit of colemanite, not owned by the Turkish Government controlled entity, Eti Maden. Colemanite is a hydrated calcium borate mineral (2CaO • 3B₂O₃ • 5H₂O) found in evaporite deposits. The region surrounding the Project has a long history of borate mining including Boron, Calico Mountain, Searles Lake, and Lila C Mine. Through in-situ leaching (ISL), FCCC will recover borates (boron-oxygen compounds), boric acid (H₃BO₃), Li, and other potential commodities.

The Fort Cady Borate deposit was first discovered in 1964. From 1977 through the early 2000s, the deposit has undergone exploration, pilot ISL testing, feasibility studies and limited production. APBL purchased a 100% interest in the Project in May 2017 from Atlas Precious Metals Inc. Since that time, the Project has undergone additional exploration, permitting and development activities.

Millcreek Mining Group (Millcreek) has prepared this Assessment Report on the Project to evaluate the resources and development activities performed by FCCC to advance this project to a viable ISL operation. This report has been prepared under the S-K 1300 rules and guidelines of the U.S. Securities and Exchange Commission (SEC) and will be used in supporting a listing on the NASDAQ stock exchange, under the name ‘5E Advanced Materials, Inc.’. The Qualified Person (QP) for this report is Mr. Steven Kerr, CPG. Mr. Kerr is the Principal Consultant – Geology at Millcreek, with over 36 years experience in exploration and resource evaluation. Mr. Kerr is a Certified Professional Geologist with the American Institute of Professional Geologists (CPG-10352), a recognized professional organization of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO).

This Assessment Report primarily utilizes data collected on the Project by Millcreek from FCCC and on interviews, work sessions, and meetings at their offices in Hesperia, California. Some publicly available data and information has been used as well in the preparation of this Assessment Report, but this data and information are regional in nature, not specific to the Fort Cady Borate Deposit. The QP conducted a site visit to the Project on July 20 and 21, 2021. During the site visit, the QP toured the property, observed drilling operations for a water monitor well program, met with mine personnel, and examined the core from several of the exploration holes completed in 2017.

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The effective date of this report is considered October 15, 2021. With reference to this report, the “Effective Date” means the date of the most recent scientific or technical information included in the Assessment Report.

Soon after acquiring the Fort Cady Borate Project in 2017, APBL completed an exploration drilling program to validate previous exploration efforts and expand mineral resources. Following the drilling program, a JORC mineral resource estimate was prepared by Terra Modelling Services (TMS) for the Project (December 2017). TMS later updated the JORC mineral resource estimate in December 2018.

In 2018, the Initial Study of the Project was completed by APBL and reviewed by RESPEC Company LLC (RESPEC). The Project contemplated a three phase Project which, in full production, would produce 450 kstpa boric acid (BA) and 120 kstpa sulfate of potash (SOP). APBL subsequently modified the Project in January 2019 by allowing for a low capex starter project, that split the first phase, Phase 1 into Phase 1A and Phase 1B, which provided a lower upfront capital requirement to assist financing flexibility.

Based on further engineering work, a Second Study was released in February 2021, making a substantial increase in proposed SOP production, and increasing BA production by 50% in Phase 1A. A third subphase, Phase 1C was added to decouple BA and SOP production in Phase 1B resulting in:

• Phase 1A targeting production of 20 kstpa of SOP (K₂SO₄) and 9 kstpa of BA (H₃BO₃)

• Phase 1B targeting SOP production at a rate of 60 kstpa

• Phase 1C targeting BA production at a rate of 81 kstpa.

In June 2020, APBL secured financing of A$77M to fully finance Phase 1A and was subsequently awarded its final operational permit in August 2020.

In May 2021, APBL announced the deferral of the approach that saw Phase 1 delivered in three sections. It is now focused on delivering Phase 1 in its entirety. It is also considering an option that brings forward the construction of Phase 2. The two base case mine options under consideration are:

• Option 1 – Combining all planned Phase 1 operations into a 90 kstpa BA and 80kstpa SOP operation; and

• Option 2 – Larger operation combining option 1 above with planned Phase 2 operation to deliver 270 kstpa BA and 240 kstpa SOP operation.

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APBL continues to make further refinements with the Project progressing towards development and production. APBL has retained Agapito Associates (Agapito) to perform additional dissolution tests on the injection solution that will further test acid concentration and whether further enhancements can be gained with elevated temperatures, pressures, and with adding varying amounts of calcium chloride (CaCl₂) to retard calcite dissolution in favor of borate dissolution. Results of dissolution testing will provide input to a wellfield design study by Agapito. APBL has also initiated engineering and design for a small-scale boron facility (SSBF). Once the SSBF is operational, it will provide refined inputs for capital and operational expenditures.

This report presents the resources at the Fort Cady Borate Project. Reserves are not presented in this report since new dissolution tests are ongoing and SSBF work is proceeding, both of which provide key inputs to the economic recoverability of the resources.

The accuracy of resource and reserve estimates is, in part, a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. Given the data available at the time this report was prepared, the estimates presented herein are considered reasonable. However, they should be accepted with the understanding that additional data and analysis available subsequent to the date of the estimates may necessitate revision. These revisions may be material. There is no guarantee that all or any part of the estimated resources or reserves will be recoverable.

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3 PROPERTY DESCRIPTION

The Project is located in the Mojave Desert region in eastern San Bernardino County, California. The project lies approximately 118 mi. northeast of Los Angeles near the town of Newberry Springs and is approximately 36 mi. east of the city of Barstow (Figure 3.1). Central location for the project area is N34°45’25.20”, W116°25’02.02”. Fort Cady resides in a highly prospective area for borate and Li mineralization, and the deposit is situated in the Hector evaporite basin within close proximity to the Elementis Specialties PLC (“Elementis”) Hectorite mine. The Project has a similar geological setting as Rio Tinto Borates’ Boron operations and Nirma Limited’s Searles Lake (Trona) operations, situated approximately 75 mi. west-northwest and 90 mi. northwest of the Project, respectively.

Figure 3.1 General Location Map

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3.1 MINERAL TENURE

Mineral tenure for the Project is through a combination of federal mining claims, a mineral lease, and private fee simple lands. These include 1,010 acres of fee simple patented or privately held land; 2,380 acres of unpatented claims held by FCCC; and 1,520 acres of unpatented claims leased by FCCC from Elementis. Mineral holdings occupy portions of sections 22, 23, 24, 25, 26, 27, and 36, Township 8 North, Range 5 East, San Bernardino Meridian (SBM) and section 19, 20, 29, 30, and 31, Township 8 North, Range 6 East, SBM.

Other areas surrounding the project area include patented and unpatented lands of the Elementis Hectorite Mine directly west of the Project and unclaimed public lands managed by the U.S. Department of Interior, Bureau of Land Management (BLM) to the north and east. Land south of the project area are part of the U.S. Marine Corps Twentynine Palms Base. Figure 3.2 shows the mineral tenure for the project.

FCCC owns two parcels of fee simple lands in Sections 25 and 36, Township 8 North, Range 5 East, SBM. An electrical transmission corridor operated by Southern California Edison (SCE) tracts northeastward through the fee lands with SCE having surface and subsurface control to a depth of 500 ft. and affecting approximately 91 acres of land owned by FCCC. While this limits access to the land, mineralization occurs at depths in excess of 1,000 ft. which is still accessible to solution mining.

FCCC currently holds two unpatented lode 117 unpatented placer claims. Both lode claims were originally filed by Duval in 1978. Placer claims were filed between October 29, 2016, and February 24, 2017. A review of the BLM MLRS database shows claim status as filed with next assessment fees due 9/1/2022.

FCCC entered into a Mineral Lease Agreement with Elementis Specialties, Inc. to examine the mineral potential and develop commercial mining operations for a group of mining claims that are adjacent to the Hectorite Mine. The lease covers 36 unpatented placer claims, 15 unpatented lode claims, a diagonal swath of two unpatented placer claims, and excludes any and all patented claims. The lease carries a 3% royalty on net returns from all ores, minerals, or other products produced from the leased lands. The lease became effective on October 1, 2011, with a duration of 10 years with certain provisions to extend the lease. FCCC and Elementis executed a lease extension to the duration to July 1, 2022, while the parties continue to negotiate terms and conditions for a new mining lease.

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Lastly, the State of California owns approximately 272 acres of land in Section 36, Township 8 North, Range 5 East, SBM. This land is potentially available to FCCC through a mineral lease from the California State Lands Commission.

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4 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

The Project is located in the western Mojave Desert with arid, hot, dry, and sunny summers of low humidity and temperate winters. Based on climate data from the nearby town of Newberry Springs, the climate over the past 30 years indicates average monthly high temperatures ranging from 55°F in December to 98.2°F in July. Monthly low temperatures range from 40.1° in December to 74.3° in August. Extremes range from a record low of 7°F to a record high of 117°F. Maximum temperatures in summer frequently exceed 100°F while cold spells in winter with temperatures below 20°F occur from time to time but seldom last for more than a few days. Average rainfall is generally less than 10 inches per year with most precipitation occurring in the winter and spring.

The project area is located on a gentle pediment with elevation ranging from approximately 1,970 ft. to approximately 2,185 ft. above sea level. Basalt lava flows cover most of the higher elevations or hilltops with flat ground and drainages covered in pale, gray-brown, silty soils. Basalt lava flows become more dominant south of the project area with the Lava Bed Mountains located a few miles south of the Project area. The Project area’s vegetation is dominated by burro weed, creosote, cactus, and scattered grasses.

Access to the Project is via U.S. Interstate 40 (I-40), eastbound from Barstow to the exit for Newberry Springs. From the exit, travel continues eastward for 14.4 mi. on the National Trails Highway to County Road 20796 (CR20796). Travel continues south on CR20796 for 2.2 mi. to an unnamed dirt road bearing east for another 1.1 mi. to the mine office and plant site at the Project. Several other dirt roads connect to the dirt road leading to the mine office and to CR20796 that provide good access throughout the Project area.

The BNSF Railroad main line from Las Vegas to Los Angeles runs subparallel to I-40. A rail loadout is located approximately 1.2 mi. north of the National Trails Highway on a road that bears north and located 0.4 mi. west of CR20796. San Bernardino County operates six general aviation airports with the closest airport to the project being the Barstow-Daggett Airport located approximately 23 mi. west of the Project on the National Trails Highway. Commercial flight service is available through five airports in the greater Los Angeles area and in Los Vegas, NV. A dedicated cargo service airport is located approximately 65 mi. southwest of the Project.

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Construction of an ISL mining operation and processing plant at the Project will require local resources of contractors, construction materials, energy resources, employees, and housing for employees. The Project has good access to I-40 which connects it to numerous sizable communities between Barstow and the greater Los Angeles area offering excellent access to transportation, construction materials, labor, and housing. The Project currently has limited electrical service that is sufficient for mine office and storage facilities on site but will require an upgrade for plant and wellfield facilities. FCCC is currently exploring options for upgrading electrical services to the Project. An electrical transmission corridor operated by Southern California Edison extends northeastward through the eastern part of the project. The project has two water wells located nearby to support ISL operations. Currently no natural gas connects to the project, but FCCC is negotiating services with two suppliers in the region with a gas transmission pipeline located proximal to the Project.

The plant site currently has a 1,600 ft² mine office building, storage buildings, a prepared level pad for the SSBF (20 acres), and a gypsum storage area occupying 17 acres. Gypsum is a byproduct of past pilot plant production and may be a future byproduct that can be sold to the regional market.

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5 HISTORY

Several borate-bearing deposits are known in the region, including Calico Mountain, Boron, and Searles Lake. Discovery of the Fort Cady borate deposit occurred in 1964 when Congdon and Carey Minerals Exploration Company found several zones of colemanite, a calcium borate mineral, between the depths of 405m to 497m (1,330 ft. to 1,570 ft.) below ground surface in Section 26, TSN, R5E (Simon Hydro-Search, 1993).

In September 1977, Duval Corporation (“Duval”) initiated land acquisition and exploration activities near Hector, California, and by March 1981, completed 33 exploration holes. In 1981, Duval began considering conventional underground extraction of the ore body. Because of the depth, conventional underground mining was determined not to be economically feasible and subsequent studies and tests performed by Duval indicated that in-situ mining technology was feasible (Simon Hydro-Search, 1993).

Duval commenced limited-scale solution mining in June 1981 and an additional 17 production wells were completed between 1981 and 2001 which were used for injection testing and pilot-scale operations. In July 1986, a series of tests were conducted by Mountain States Mineral Enterprises Inc. (FCMC) In these tests, a dilute hydrochloric acid solution was injected through a well into the ore body and a boron-rich solution was withdrawn from the same well. In July 1986, FCMC became involved with the project with the view of commencing pilot-scale testing. The first phase of pilot plant operations was conducted between 1987 and 1988. Approximately 500 tonnes of boric acid were produced during this time. Given the promising results of the pilot-scale tests the project was viewed to be commercially viable (Dames & Moore, 1993) and concentrated permitting efforts for commercial-scale operations began in early 1990. Final approval for commercial-scale solution mining and processing was attained in 1994.

Extensive feasibility studies, detailed engineering and test works were subsequently undertaken in the late 1990’s and early 2000’s. This included a second phase of pilot plant operations between 1996 and 2001 during which approximately 2,000 tonnes of a synthetic colemanite product (marketed as CadyCal 100) were produced. Commercial-scale operations were not commissioned due to low product prices and other priorities of the controlling entity.

Production data for these projects were recently obtained by FCCC and a summary of this data is provided in Tables 5.1 through 5.4. Little other information is available for these tests, and the results could not be independently verified. These results should be considered historical in nature.

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Table 5.1 Duval Testing Results

Test No.	Volume Injected (Gal)		Injection Rate (Gal/min)		Pump Pressure (PSI)		Acid (%)		Volume Recovered (Gal)		Recovery Rate (Gal/min)		Average Concentration HBO3 (%)		Maximum Concentration HBO3 (%)
1		680		1.5		150		16% HCl		700		1.0-2.0		0.3
		1,500		2.0		275		5% H2SO4		1,500		1.0-2.0		0.5		1.5
		1,400		1.5-2.0		150		5% H2SO4		2,000		1.0-2.0		1.5		4.6
		1,500		2.0		275		23% H2SO4		1,500		1.0-2.0		1.0		4.0
2		2,250		2.0		300		8% H2SO4		2,000		1.5-2.0		1.5		4.0
3		5,358		2-2.5		275		6.9% H2SO4				1.0-1.5		3.0		6.9
		6,597		2-2.5		275		17.5% HCl		28,927				3.0		6.9
4		19,311		2-2.5		230-275		6.2% HCl & 2.4% H2SO4		67,995		1.0-1.5		3.0		6.5
5		20,615		2.0		290		16% HCL		112,637		1.0-1.5		2.5		5.2
6		21,569		20.0		275		1.6% HCl		63,460		1.0-1.5		1.1		1.7

Table 5.2 Mountain States Testing Injection Summary

Date					Gallons				Pounds		Theoretical HBO3
Series	From	To	Test Nos.	Wells (SMT)	Series		Cumulative		HCl		CO2		Series		Cumulative
1	8/4/1986	8/23/1986	1 - 3	6 & 9		67,972		67,972		23,286				59,540		59,540
2	11/4/1986	11/10/1986	4 - 7	6		45,489		113,461		15,500				39,431		98,971
3	12/9/1986	12/18/1986	8 -11	6		53,023		166,484		15,398				39,173		138,144
4	6/18/1986	6/27/1987	12 -15	9		47,640		214,124				4,313		18,184		156,328
Total						214,124		214,124		54,184		4,313		156,328		156,328

Table 5.3 Mountain States Testing Recovery Summary

Date					Gallons				Pounds BA				% BA in Solution, by Surge Tank						Theoretical BA
Series	From	To	Test Nos.	Wells (SMT)	Series		Cumulative		Series		Cumulative		High		End		Average		Series		Cumulative
1	8/7/1986	10/17/1986	1 - 3	6 & 9		128,438		128,438		32,608		32,608		3.84		1.56		2.5		54.77		54.77
2	11/5/1986	11/13/1986	4 - 7	6		51,636		180,074		21,223		53,831		5.74		4.05		4.68		53.83		54.39
3	12/10/1986	1/13/1987	8 -11	6		99,889		279,963		33,386		87,217		5.59		1.93		4.18		85.23		63.14
4	6/9/1987	7/0/1987	12 -15	9		86,595		366,558		18,973		106,190		3.55		1.81		2.6		104.34		67.93
Total						366,558		366,558		106,190		106,190						3.79				67.93

Over US$80 million has been spent on the Fort Cady Project, including license acquisition, drilling, mineral resource estimation, well testing, metallurgical testing, feasibility studies and pilot plant test work. In addition, the Project has previously obtained all operating and environmental permits required for commercial solution mining operations to produce 90,000 short tons per annum of boric acid.

In May 2017, FCCC’s parent company, APBL executed a Share Purchase Agreement with the project vendors (Atlas Precious Metals Inc.) to purchase 100% of the Project and listed APBL on the Australian Securities Exchange (ASX) by way of an Initial Public Offering (IPO). The IPO was completed in July 2017.

Soon after acquiring the Fort Cady Borate Project, FCCC completed an exploration drilling program to validate previous exploration efforts and expand mineral resources. Following the drilling program, a JORC mineral resource estimate was prepared by Terra Modelling Services (TMS) for the Project (February 1, 2018). TMS later updated the JORC mineral resource estimate in December 2018. The 2018 JORC mineral resource estimate identified 38.87 million tonnes (Mt) of measured resources, 19.72 Mt of indicated resources, and 61.85 Mt of inferred resources using a B2O3 cut-off grade of 5%.

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Table 5.4 Fort Cady Mineral Corporation Production Summary

Date	Total Minutes		Flow to Plant				pH		Free Acid (g/l)		Boric Acid (%)		Chloride (g/l)		Sulfate (g/l)		Boric Acid (tons**)		B2O3 (tons**)		CadyCal 100* (tons**)
			Gallons		Gal/min
Jan-01		7,215		258,556		35.80		5.83				2.33		12.54		3.76		15		9		20
Feb-01		7,785		331,886		42.60		2.54		0.35		2.36		12.13		4.94		25		14		33
Mar-01		10,470		422,922		40.40		2.41		0.23		1.90		15.84		3.23		34		19		45
Apr-01		10,290		393,824		38.30		1.86		2.60		5.43		42.11		8.18		41		23		53
May-01		7,560		296,000		39.20		2.02		2.67		5.77		44.77		8.70		31		17		40
Jun-01		3,375		120,928		35.80		0.67		1.35		3.12		27.84		5.30		12		7		16
Jul-01		2,385		77,157		32.40		1.19		0.31		2.00		12.74		2.60		7		4		9
Aug-01		3,300		142,207		43.10		4.04		0.07		3.84		19.60		3.08		15		8		19
Sep-01		4,875		247,901		50.90		2.77		0.12		3.44		23.21		3.68		21		12		28
Oct-01		10,035		478,723		47.70		2.03		0.35		3.00		15.54		4.60		37		1		49
Nov-01		9,270		371,171		40.00		1.99		0.16		2.39		14.15		4.02		23		13		30
Dec-01		12,525		353,885		28.30		1.83		0.17		2.52		14.94		2.58		29		16		38
01-Total		89,085		3,495,160		39.20		2.44		0.73		3.19		21.37		4.74		291		164		381
00-Total		87,255		3,142,413		36.00		2.14		0.25		2.70		12.42		2.54		279		157		366
99-Total		92,820		2,475,770		26.70		1.59		0.48		2.82		10.13		6.84		201		113		263
98-Total		111,468		2,715,319		24.40		1.24		0.91		2.85		7.78		10.19		217		122		284
97-Total		109,040		2,692,940		24.70		0.99		1.84		3.10		3.52		13.00		252		142		329
96-Total		101,212		2,711,044		26.80		1.33		1.32		3.01		2.96		5.76		244		137		319

In 2018, the Initial Study for the Project was completed by RESPEC for APBL. At the time, the Project contemplated a three-phase project which, in full production, would produce 450 kstpa BA and 120 kstpa sulfate of potash. APBL subsequently modified the Project in January 2019 by allowing for a low capex starter project, that split the first phase, Phase 1 into Phase 1A and Phase 1B, which provided a lower upfront capital requirement to assist financing flexibility.

Based on further engineering work, the Second Study was released in February 2021, making a substantial increase in proposed SOP production, and increasing BA production by 50% in Phase 1A. and a third subphase, Phase 1C was added to decouple BA and SOP production in Phase 1B resulting in:

• Phase 1A targeting production of 20kstpa of SOP (K₂SO₄) and 9kstpa of BA (H₃BO₃)

• Phase 1B targeting SOP production at a rate of 60 kstpa

• Phase 1C targeting BA production at a rate of 81 kstpa.

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In June 2020, APBL secured financing of A$77M to fully finance Phase 1A and was subsequently awarded its final operational permit in August 2020.

In May 2021, APBL announced the deferral of the approach that saw Phase 1 delivered in three sections and the company is now focused on delivering Phase 1 in its entirety. The company is also considering an option that brings forward the construction of Phase 2. The two base case mine options under consideration are:

• Option 1 – Combining all planned Phase 1 operations into a 90 kstpa boric acid and 80 kstpa SOP operation; and

• Option 2 – Larger operation combining option 1 above with planned Phase 2 operation to deliver 270 kstpa boric acid and 240 kstpa SOP operation.

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6 GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT

6.1 REGIONAL SETTING

The Project area is located in the western Mojave Desert and is part of the Basin and Range Physiographic Province. The region is characterized by narrow faulted mountain ranges and flat valleys and basins, the result of tectonic extension that began approximate 17 million years ago. The Project lies within the Hector Basin of the Barstow Trough and is bounded on the southwest by the San Andreas fault zone and the Transverse Ranges, on the north by the Garlock fault zone, and on the east by the Death Valley and Granite Mountain faults. Numerous faults of various orientations are found within the area with various orientations though the predominant trend is to the northwest.

The Barstow Trough, which is a structural depression, extends northwesterly from Barstow toward Randsburg and in an east-southeast trend toward Bristol. It is characterized by thick successions of Cenozoic sediments, including borate-bearing lacustrine deposits, with abundant volcanism along the trough flanks. The northwest-southeast trending trough initially formed during Oligocene through Miocene times. As the basin was filled with sediments and the adjacent highland areas were reduced by erosion, the areas receiving sediments expanded, and playa lakes, characterized by fine-grained clastic and evaporitic chemical deposition, formed in the low areas at the center of the basins.

Exposures of fine-grained lacustrine sediments and tuffs, possibly Pliocene in age, are found throughout the project area. Younger alluvium occurs in washes and overlying the older lacustrine sediments. Much of the project area is covered by Recent olivine basalt flows from Pisgah Crater, which is located approximately two mi. east of the site (Figures 6.1 and 6.2). Thick fine-grained, predominantly lacustrine mudstones appear to have been uplifted, forming a block of lacustrine sediments interpreted to be floored by an andesitic lava flow.

Figure 6.1 Surface Geology in the Newberry Springs Area

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There are three prominent geologic features in the project area:

• Pisgah Fault, which transects the southwest portion of the project area west of the ore body.

• Pisgah Crater lava flow located 3.2 km east of the site: and

• Fault B, an unnamed fault, located east of the deposit.

The Pisgah Fault is a right-lateral slip fault that exhibits at least 200 m. of vertical separation in the project area. The east side of the fault is up thrown relative to the west side. Fault B is located east of the ore body and also exhibits at least 200 m. of vertical separation. The borate ore body is situated within a thick area of fine-grained, predominantly lacustrine (lakebed) mudstones, east of the Pisgah Fault and west of Fault B. The central project area has been uplifted along both faults, forming an uplifted block. Test borings emplaced through the ore body reportedly show the presence of claystone at the base and around the evaporite/mudstone ore body. Exploration drilling in the project area indicate that the deposit lies between approximately 400 m. and 550 m. below ground level. The ore body consists of variable amounts of calcium borate (colemanite) within a mudstone matrix (Simon Hydro-Search, 1993).

6.2 MINERALIZATION

Mineralization occurs in the subsurface in a sequence of lacustrine sediments ranging in depths from 1,135 to 1,872 ft. below the surface. The mineralization is hosted by a sequence of mudstones and tuffs, consisting of variable amounts of colemanite, a calcium borate (2CaO • 3B₂O₃ • 5H₂O). Colemanite is the target mineral for this deposit and is found in evaporite deposits of alkaline lacustrine environments. Colemanite is a secondary alteration mineral formed from borax and ulexite. The colemanite is associated with thinly laminated siltstone, clay and gypsum beds containing an average of 9% calcite, 35% anhydrite plus 10% celestite (SrSO₄) (Wilkinson & Krier, 1985). In addition to colemanite and celestite, elevated levels of Li have been found through chemical analyses of drill samples.

X-ray diffraction (XRD) analysis of core samples from the deposit indicate the presence of the evaporite minerals anhydrite, colemanite, celestite, and calcite. The mineralogy of the detrital sediments include quartz, illite, feldspars, and clinoptilolite, a zeolite. The deposit underlies massive clay beds which appear to encapsulate the evaporite ore body on all sides as well as above and below the deposit. This enclosed setting makes the deposit an ideal candidate for in-situ mining technology affording excellent containment of the leachate solution.

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6.3 MINERAL DEPOSIT

Boron is believed to have been sourced from thermal waters that flowed from hot springs in the region during times of active volcanism. These hot springs vented into the Hector Basin that contained a large desert lake. Borates were precipitated as the thermal waters entered the lake and cooled or as the lake waters evaporated and became saturated with boron. Colemanite being the least soluble mineral, would evaporate on the receding margins of the lake. The evaporite-rich sequence forms a consistent zone in which the borate-rich colemanite zone transgresses higher in the section relative to stratigraphic marker beds.

Based on drilling results, the deposit is elongate in shape and trends northwesterly, extending over an area of about 606 acres at an average depth of approximately 1,150 ft. to 1,312 ft. below surface. In plan view, the concentration of boron-rich evaporites is roughly ellipsoidal with the long axis trending N40°W to N50°W. Beds within the colemanite deposit strike roughly N45°W and dip about 10° or less to the southwest. Using an isoline of 5% B₂O₃, mineralization has an approximate width of 2,800 ft. and a length of 11,150 ft. with thickness ranging from 70 to 262 ft. (exclusive of barren interbeds),

The eastern margin of mineralization appears to be roughly linear, paralleling the Pisgah Fault which lies approximately 1 mi. to the west (Figures 6.3 and 6.4). This boundary was considered by Duval geologists to be controlled by a facies change from evaporite rich mudstones to carbonate-rich lake beds, as a result of syn-depositional faulting. The northeast and northwest boundaries of the deposit are controlled by facies changes to more clastic material, reducing both the overall evaporite content and the concentration of colemanite within the evaporites. The southeast end of the deposit is open-ended and additional drilling is necessary to define the southeastern limits of borate deposition (Wilkinson & Krier, 1985).

Drilling of the deposit by Duval Corp. in the late 1970’s and early 1980’s has defined the following lithological sequence (Figure 6.5). Four major units have been identified:

Unit 1: is characterized by a 490 to 655 ft thick sequence of red-brown mudstones with minor sandstone, zeolitized tuff, limestone, and rarely hectorite clay beds. Unit 1 is intersected immediately below the alluvium and surface basaltic lavas.

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Unit 2: is a green-grey mudstone that contains minor anhydrite, limestone, and zeolitized tuffs. Unit 2 has a thickness ranging from 330 to 490 ft. and is interpreted as lacustrine beds.

Unit 3: is a 245-to-490-foot thick evaporite section which consists of rhythmic laminations of anhydrite, clay, calcite, and gypsum. Unit 3 contains the colemanite mineralization. Thin beds of air fall tuff are found in the unit which provide time continuous markers for interpretation of the sedimentation history. These tuffs have variably been altered to zeolites or clays. Anhydrite is the dominant evaporite mineral, and the ore deposit itself is made up mostly of an intergrowth of anhydrite, colemanite, celestite, and calcite with minor amounts of gypsum and howlite.

Unit 4: is characterized by clastic sediments made up of red and grey-green mudstones and siltstones, with locally abundant anhydrite and limestone. The unit is approximately 160 ft. thick and rests directly on an irregular surface of andesitic lava flows. Where drilling has intersected this boundary, it has been noted that an intervening sandstone or conglomerate composed mostly of coarse volcanic debris is usually present.

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7 EXPLORATION

7.1 HISTORIC DRILLING

Duval completed 35 drill holes (DHB Series) between 1979 and 1981 as part of their exploration efforts. With the exception on one hole, holes were drilled using a combination of rotary drilling through the overburden followed by core drilling through the evaporite sequence. DHB-32 was drilled as a water well southeast of the Project. Geologic logs of rotary cuttings and core were completed for all holes followed by geochemical analyses of the core. Duvall paid particular attention in logging to identifying marker beds (ash tuffs) for correlation. In addition to geologic logging, down-hole geophysics were completed on 25 holes for gamma ray and neutron. A few holes had additional geophysical logs completed for compensated density, deviation, induction, elastic properties, and caliper.

In 1981 and 1982, Duval drilled five wells to be used in injection/recovery tests (SMT Holes). Like previous drilling, the wells were rotary drilled through the overburden and cored through the evaporite sequence. Following coring, 5.5-inch casing was set through the cored interval. All five wells were logged, and analytical samples collected from the cored intervals are available for SMT-1, SMT-3, and SMT-3. Gamma ray and neutron logs were collected from all five wells, along with caliper, compensated density, and induction on a few of the other wells.

Duval drilled three more wells in 1992 and 1993 (SMT-92 & 93 Holes). These three wells were rotary drilled to full depth and no geologic samples were collected.

FCMC completed two drilling campaigns during their participation on the project. The P Series holes were completed between 1987 and 1996 as rotary holes for injection/recovery wells. Cuttings samples were collected for analysis on 5-foot intervals for holes P-1, P-2, and P-3. A ten-foot sampling interval was used for sampling on P-4. No geologic samples were collected for holes P-5, P-6, and P-7. FCMC completed three S Series wells in 1990. All three wells were rotary drilled and no geologic sampling was performed. FCMC completed down-hole geophysics on all the P and S-series wells. Historic drilling completed by Duvall and FCMC is summarized in Table 7.1.

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Table 7.1 Historic Drilling Summary

Drill Hole ID	UTM 83-11 (m)				Collar Elev. (ft.)		Depth (ft.)		Rotary Interval (ft.)				Cored Interval (ft.)				No. of Samples
	Easting		Northing						From		To		From		To
DHB-01		553,336		3,846,154		2,003.7		1,623		0		1,090		1,090		1,623		187
DHB-02		554,062		3,846,179		2,032.6		1,679		0		955		955		1,443
DHB-03		553,089		3,845,899		1,979.7		1,773		0		940		940		1,773		214
DHB-04		552,855		3,845,669		1,980.6		1,708		0		1,194		1,194		1,708		178
DHB-05		552,848		3,846,153		1,977.7		1,730		0		1,043		1,043		1,730		179
DHB-06		553,115		3,846,386		2,008.2		1,616		0		1,040		1,040		1,616		125
DHB-07		553,736		3,845,492		2,000.1		1,735		0		1,063		1,063		1,735		181
DHB-08		552,575		3,846,214		1,966.0		1,809		0		1,072		1,072		1,809		186
DHB-09		552,391		3,846,408		1,966.6		1,750		0		1,137		1,137		1,750		138
DHB-10		552,349		3,846,631		1,980.3		1,655		0		1,148		1,148		1,655		86
DHB-11		552,599		3,846,390		1,976.2		1,671		0		1,150		1,150		1,671		86
DHB-12		552,824		3,846,402		1,992.5		1,625		0		1,130		1,130		1,625		85
DHB-13		552,104		3,846,877		1,978.0		1,661		0		1,140		1,140		1,661		70
DHB-14		553,089		3,846,151		1,987.4		1,631		0		1,105		1,105		1,631		80
DHB-15		553,580		3,846,158		2,012.5		1,609		0		1,177		1,177		1,609		51
DHB-16		553,263		3,845,595		1,984.9		1,845		0		1,193		1,193		1,845		138
DHB-17		552,843		3,845,925		1,982.3		1,804		0		1,178		1,178		1,804		151
DHB-18		553,238		3,845,431		1,977.8		1,880		0		1,212		1,212		1,878		106
DHB-19		554,141		3,845,287		2,033.6		1,460		0		1,060		1,060		1,460		74
DHB-20		553,006		3,845,437		1,997.5		1,671		0		1,207		1,207		1,671
DHB-21		553,292		3,845,143		2,010.6		1,752		0		1,118		1,118		1,828		39
DHB-22		553,275		3,845,902		1,987.7		1,711		0		1,196		1,196		1,711		135
DHB-23		553,508		3,845,110		2,020.5		1,857		0		1,208		1,208		1,857		114
DHB-24		553,523		3,845,637		1,994.2		1,780		0		1,202		1,202		1,780		119
DHB-25		553,699		3,845,297		2,020.5		1,818		0		1,248		1,248		1,818		152
DHB-26		553,891		3,845,056		2,050.0		1,702		0		1,106		1,106		1,702		106
DHB-27		553,698		3,844,803		2,043.4		1,795		0		1,228		1,228		1,795		95
DHB-28		554,004		3,844,943		2,053.3		1,690		0		1,185		1,185		1,690		115
DHB-29		554,164		3,844,454		2,040.2		1,610		0		1,203		1,203		1,610		101
DHB-30		553,873		3,844,630		2,050.0		1,720		0		1,250		1,250		1,720		83
DHB-31		553,865		3,844,381		2,036.9		1,460		0		1,195		1,195		1,625		41
DHB-32		551,770		3,843,845		2,045.0		870		0		870
DHB-33		554,045		3,844,254		2,043.4		1,601		0		1,124		1,124		1,860		80
DHB-34		553,746		3,845,722		2,115.6		1,525		0		1,150		1,150		1,620		79
DHB-35		551,249		3,848,166		2,068.0		1,449		0		1,194		1,194		1,459
P1		553,093		3,845,908		1,984.4		1,500		0		1,500						20
P2		553,094		3,845,969		1,984.4		1,510		0		1,510						21
P3		553,033		3,845,902		1,981.1		1,510		0		1,510						18
P4		553,033		3,845,935		1,977.3		1,510		0		1,510						34
P5		553,193		3,845,874		1,985.0		1,547		0		1,547						0
P6		553,209		3,845,946		1,989.0		1,525		0		1,525						0
P7		553,217		3,846,023		1,992.0		1,475		0		1,475						0
SMT-1		553,323		3,846,144		2,004.1		1,315		0		1,235		1,235		1,315		59
SMT-2		553,310		3,846,135		2,004.1		1,679		0		1,234		1,234		1,316		55
SMT-3		553,211		3,845,897		1,987.7		1,679		0		1,325		1,325		1,518		69
SMT-6		553210		3845934		1,988.0		1,450		0		1,341		1,341		1,450		0
SMT-9		553194		3845837		1,985.0		1,497		0		1,341		1,341		1,497		0

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7.2 APBL DRILLING

Since acquisition of the Project in May 2017, APBL has completed 14 drill holes, which confirmed previous drilling results and expanded the Mineral Resource Estimate at Fort Cady. Table 7.2 provides a summary of the 2017 drilling program and Figure 7.1 shows drilling locations. A cross-section through the deposit is also displayed in 7.2. Drilling through the overburden sequence was completed using rotary air blast drilling. This was followed by drilling HQ (2.5-inch) core through the evaporite sequence. The core was logged and evaluated using industry standard techniques. All drill holes were completed vertically with no greater than five degrees of deviation.

Table 7.2 2017 APBL Drilling Summary

Drill Hole ID	UTM 83-11 (m)				Collar Elev. (ft.)		Depth (ft.)		Rotary Interval (ft.)				Cored Interval (ft.)				No. of Samples
	Easting		Northing						From		To		From		To
17FTCBL-01		552,638		3,846,716		2006.02		1568.59		0		1204		1204		1568.59		82
17FTCBL-02		552,711		3,846,490		1996.73		1508.6		0		1208		1208		1508.6		107
17FTCBL-03		552,981		3,846,485		2019.1		1458.62		0		1153		1153		1458.62		91
17FTCBL-04		552,695		3,846,268		1977.87		1738.04		0		1266		1266		1738.04		162
17FTCBL-05		552,930		3,846,267		1995.36		1588.9		0		1237		1237		1588.9		150
17FTCBL-06		553,145		3,846,260		2001.55		1502.11		0		1189		1189		1502.11		83
17FTCBL-07		552,772		3,846,041		1977.41		1774.55		0		1196		1196		1774.55		207
17FTCBL-08		552,972		3,846,042		1983.61		1625.08		0		1202		1202		1625.08		153
17FTCBL-09		553,179		3,846,037		1992.3		1560.1		0		1169		1169		1560.1		120
17FTCBL-10		552,831		3,845,939		1989.29		1646.59		0		1208		1208		1646.59		176
17FTCBL-11		553,078		3,845,899		1983.22		1777.53		0		1332		1332		1777.53		155
17FTCBL-12		552,963		3,845,801		1973.35		1749.55		0		1281		1281		1749.55		212
17FTCBL-13		553,153		3,845,818		1992.3		1768.54		0		1313		1313		1768.54		155
17FTCBL-14		553,270		3,845,608		1986.53		1844.54		0		1328		1328		1844.54		260

Core logging was completed on all drill holes and included lithological and geotechnical logging. Downhole geophysical logs, including Gamma Ray, Induction and standard caliper were completed on all drill holes from surface to total depth (TD) with the exception of 17FTCBL009 where adverse hole conditions resulted in only partial geophysical logging. All core is logged and photographed according to industry standard procedures. An example of core photos is shown in Figure 7.3.

A geotechnical drill hole, APBL023, was also completed in 2017. This well was cored its entire length and a geologic log was completed to define mineralized horizons. No splitting or analytical samples were collected from this hole to preserve core for subsequent geotechnical testing. This hole was subsequentially used as an in-situ leaching well.

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The QP considers the drilling program by APBL to be of sufficient quality to support a Mineral Resource Estimate.

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Figure 7.2 Cross-section Through the Fort Cady Deposit

Figure 7.3 Core Photo, 17FTCBL-014

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7.3 HYDROGEOLOGY

7.3.1 Hydrologic setting

The Fort Cady deposit is situated in the Lavic Valley Groundwater Basin, which extends for approximately 30 miles in a NNW-SSE direction and is approximately seven miles wide in the project area. The basin is bounded to the west by the Pisgah Fault, beyond which is the Lower Mojave River Valley Groundwater Basin, and is bounded to the east by a topographic divide, beyond which is the Broadwell Valley Groundwater Basin. There are no groundwater basins bordering the Lavic Valley basin to the north and south of the project area, due the presence of the Fort Cady Mountains (north) and Rodman Mountains and Lava Bed Mountains (south). Groundwater flow in the Lavic Valley basin is poorly defined, and outflow is interpreted to occur to the east of Broadwell Valley, with no localized groundwater discharge such as evapotranspiration or discharge to springs or a river.

The nearest industrial well, owned by Candeo Lava Products, is located 3.5 miles east of the project ore body. No other water wells are known to exist within the vicinity of the project to the north, south, or east. Water level measurements from the Candeo Lava Products well were not available for this study. The next closest water well to the north, south, or east is in the town of Ludlow, 14 miles east of the project. The location of groundwater wells that provide representative static groundwater elevations for the region surrounding the project are provided in Figure 7.4.

Figure 7.4 Project Area Groundwater Basins and Surrounding Area Wells, Fort Cady Project, San Bernardino, CA

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The nearest non-industrial groundwater well outside of the immediate project area is a non-potable water well located 5.6 miles northwest of the project ore body and 0.4 miles southeast of the I-40 rest area (Well 1807, Figure 2). Private drinking water wells associated with rural residences are located greater than 6.5 miles west of the Project, at the eastern edge of the town of Newberry Springs. Irrigation wells are located further west, in Newberry Springs, the closest of which is approximately 10 miles west of the project. The Pisgah Fault separates these residential and irrigation wells from the project area, such that they are not within the same regional groundwater flow system and are not hydraulically connected.

Although rarely present in the vicinity of the Project, surface water flows in a northwesterly direction past the project area from the Rodman Mountains to the south and the Pisgah Crater topographic divide to the east. There are no springs or streams of significance in the vicinity of the project. Surface water-related features consist of unnamed dry washes that may carry water during heavy storm events. These washes generally drain west through the project area toward the Troy Lake playa in Newberry Springs.

7.3.2 Project Area Wells

The static depths to groundwater in the project area are 230–390 feet below ground surface (bgs). The depths to groundwater in the project area are generally shallower at lower elevation wells and deeper at higher elevation wells. In the fault bounded wedge between the Pisgah Fault and Fault B, static groundwater is 230–260 feet bbelow ground surface (bgs). Groundwater to the west of the Pisgah Fault is present in quaternary alluvial fan sediments of the Lower Mojave River Valley Groundwater Basin at depths of 200–265 feet bgs in project wells MWW-1, MWW-S1, and MWW-2. There is approximately a 30 to 40 ft water level differential on the east and west sides of the Pisgah Fault, which is regionally recognized as a barrier to groundwater flow, and forms a groundwater basin boundary. Groundwater in the vicinity of Fault B at project wells TW- 1, PW-1, and PW-2, is found at depths of 350–390 feet bgs in coarser alluvial sediments to the east of Fault B (PW-1 and PW-2) and a mix of alluvial and fine playa sediments to the west of Fault B (TW-1).

No U.S. drinking water aquifer has been encountered in the project area. Monitor wells drilled in 2021 by FCCC as part of its permitting compliance has not encountered groundwater above the Unit 3 sediments other than small quantities of perched water found underneath near-surface lava flows. Limited water has been found in the ore body but does not meet the definition of a U.S. drinking water aquifer.

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7.3.3 Hydraulic Properties

Testing for hydraulic properties of the colemanite and evaporates/claystones containing the colemanite have occurred on several occasions. Beginning in 1980 Duval had Core Laboratories, Inc. conduct injectivity tests on one-inch cores from SMT-1. The samples were extracted with toluene, leached of salts with cool methanol, and dried in a controlled humidity oven. Permeability to air and Boyle’s Law porosity were determined for each sample. The injectivity tests were performed at the reservoir temperature of ““Simulated formation water was flowed through the core until equilibrium occurred and a minimum of 3 pore volumes had been injected. Permeability to water was determined at equipment.” Sulfuric acid and hydrochloric acid solutions were injected through the core samples after which permeability to acid solutions was determined. While detailed information on the testing procedures conducted by Core Labs is available, detailed QA/QC procedures are not available. Initial permeability was found to range from 1.35 x 10-9 to 2.9 x 10-10 cm/sec in 1990, In-Situ Inc. conducted a multiple well constant rate injection test to determine direction tendencies of hydraulic properties of the mineral deposit. In-Situ also investigated effects of previous injection/recovery testing. Using a Badger flow meter, a HEREMIT data logger, and pressure transmitters, water-level responses were measured in the injection well and six nearby observation wells. In-Situ used the Cooper and Jacob method to analyze data from each well and applied the Papdopulos Method to determine directional permeability. In-Situ’s work confirmed earlier work that permeability and transmissivity of the deposit are low. Hydro- Engineering (1996) summarized some of the testing and provided interpretations of prior testing conducted in 1981 and 1990. The mineralized sequence of rocks transmissivity (T) is estimated at 10 gal/day/ft, or 1.3 ft2/day. Assuming the colemanite mineralized sequence occurs over an approximate 300 ft thickness, then the native hydraulic conductivity (K) over this thickness is estimated at 4.5 x 10-3 ft/day. This K value is of a similar magnitude as estimated by Simon Hydro-Search (1993) of 8.2 x 10-3 to 2.2 x 10- 2 ft/day (K converted from millidarcy units).The storage coefficient (S) of the ore body was estimated by Hydro-Engineering (1996) at 2.5 x 10-6. Increases in transmissivity, hydraulic conductivity and storage coefficient will occur as colemanite is dissolved from the formation. Hydro-Engineering (1996) estimated the end-point permeability of the ore body formation after colemanite dissolution would be approximately 30 times higher, and a long- term storage coefficient may be approximately 1.1 x 10-5. The end-point hydraulic properties are still low, owing to the fact that a majority of the formation is evaporites (anhydrite) and claystone that will not be dissolved. The end-point porosity of the ore body formation after mining is predicted to be 15 percent (Simon Hydro-Search, 1993; Core Laboratories, 1981) based on the colemanite content within the sediments and laboratory core analyses.

Injection and pumping tests were conducted in 1981 by Duval Corporation, 1986-1987 by Mountain States Minerals, and between 1996-2001 by Fort Cady Minerals Corporation. Injection was conducted at 150-300 psi pressures in the 1982 testing, with injection flow rates mostly of 1.5-2.5 gpm, indicative of the hydraulically tight nature of the claystone hosting the deposit. In the 1986-1987 testing, rates of 1.3 to 5.3 gpm were observed over testing periods lasting from 6 to 71 days. The mudstone and claystone sediments above and below the ore body evaporites are also understood to be of very low transmissivity. Pump test results provided by Confluence Water Resources (Confluence, (2019) provided an estimate of the hydraulic conductivity in the 10-5 range.

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In 2018, Confluence Water Resources, LLC (CWR) was retained by FCCC to characterize hydrology east of Fault B and approximately 3,500 ft. east of the colemanite deposit. CWR found a significant groundwater resource east of Fault B and the fault is a barrier to groundwater flow. Stable isotope analytical results were compared against Nevada Meteoric Water Lines and found that the aquifer east of Fault B and the aquifer west of the Pisgah Fault have different origins and the limited groundwater found between the two faults is of a different origin than both aquifers. Recovery rates from wells between the two faults, which includes the colemanite deposit, are less than one gal/min as would be expected in mudstones and claystones with very limited groundwater present.

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8 SAMPLE PREPARATION, ANALYSES AND SECURITY

Between September 2017 and October 2017, APBL completed 14 holes for 23,111 ft. as part of a confirmatory resource drilling program. Assay results from all 14 drill holes were used in the mineral resource estimate. There are 2,113 samples from the 2017 drilling program representing 1,713 ft. of core. In conjunction with the 2017 drilling program, 29 historical drill holes completed by Duval and four holes completed by FCMC have been utilized in the mineral resource estimate. There are 3,672 samples from the historic drilling representing a cumulative total 10,831.3 ft. of core. The QA/QC procedures for the historic drilling are unknown though the work products compiled during the historic drilling suggests it was carried out by competent geologists following procedures considered standard practice at that time.

Discussions held with Pamela A.K. Wilkinson, who was an exploration geologist for Duval at the time of drilling and sampling, indicate that Duval had internal quality control and quality assurance procedures in place to ensure that assay results were accurate by Duval utilized their Tucson, West Texas (Culberson Mine) or New Mexico (Duval Potash mine) laboratories for analytical work carried out at Fort Cady. Geochemical analyses were carried out using X-Ray Fluorescence Spectrometry (XRF). XRF results were reportedly checked against logging and assay data.

8.1 SAMPLING METHOD AND APPROACH

Entire core sequences were sampled. Sample intervals were determined at the time of logging are based on changes in lithology, mineralogy, and bedding. Sample intervals range from 0.2 to 6.6 ft. with an overall average sample length of 2.66 ft. Following determination of sampling intervals, core was split in half using a core splitter. One half of the core is used for the analytical sample with the remaining half core being returned to the core box for archiving. Samples are then placed into labeled plastic sample bags along with a pre-numbered sample tag. A companion sample tag is placed back in the core box marking the interval sampled. Samples were dispatched by commercial carrier to the Saskatchewan Research Council (SRC) for geochemical analysis. SRC has been accredited by the Standards Council of Canada and conforms with the requirements of ISO/IEC 17025.2005

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8.2 SAMPLE PREPARATION, ANALYSES AND SECURITY

Upon receipt of samples from APBL, SRC would complete an inventory of samples received, completing chain of custody documentation, and providing a ledger system to APBL tracking samples received and steps in process for sample preparation and analysis. Core samples are dried in their original sample bags, then jaw crushed. A subsample is split out using a sample riffler. The subsample is then pulverized with a jaw and ring grinding mill. The grinding mill is cleaned between each sample using steel wool and compressed air or by silica sand. The resulting pulp sample is then transferred to a barcode labeled plastic vial for analysis.

All samples underwent a multi-element Inductively Coupled Plasma Optical Emission Spectroscopy (ICP-OES), using a multi-acid digestion for Ag, Al₂O₃, Ba, Be, CaO, Cd, Ce, Cr, Cu, Dy, Er, Eu, Fe₂O₃, Ga, Gd, Hf, Ho, K2O, La, Li, MgO, MnO, Mo, Na₂O, Nb, Nd, Ni, P₂O₅, Pb, Pr, Sc, Sm, Sn, Sr, Ta, Tb, Th, TiO₂, U, V, W, Y, Yb, Zn, and Zr. Boron was also analyzed by ICP-OES but undergoes a separate digestion where an aliquot of the sample is fused in a mixture of NaO₂/NaCO₃ in a muffle oven, then dissolved in deionized water, prior to analysis. Major oxides (Al₂O₃, CaO, Fe₂O₃, K₂O, MgO, MnO, Na₂O, P₂O₅ and TiO₂) are reported in weight percent. Minor, trace, and rare earth elements are reported in ppm. The detection limit for B is 2 ppm and 1 ppm for Li.

For the 2017 drilling program, a total of 2,118 core samples and 415 control samples were submitted for multi-element analysis to SRC. APBL submitted control samples, in the form of certified standards, blanks and coarse duplicates (bags with sample identification supplied by APBL for SRC to make duplicate samples). In addition to these control samples, SRC also submitted their own internal control samples in the form of standards and pulp duplicates. A summary of all the QAQC control samples submitted to SRC is shown in Table 8.1.

Table 8.1 Summary of QA/QC Control Samples

Submitted By	Drilling Type		Number of Holes		Meters Drilled		Standards			Blanks			Coarse Duplicates			Pulp Duplicates			Total Frequency			Primary Samples			Total
APBL		Rotary		14		4,692.10		0			0			0			0						0			0
		Diamond Tail		14		2,353.70		144			135			136			0						2,118			2,533
		Total		14		7,045.80		144			135			136			0						2,118			2,533
						Frequency		6.80	%		6.40	%		6.40	%					19.60	%		83.60	%		100	%
SRC		SRC Internal QAQC						151									82
						Frequency		7.10	%								3.90	%		11.00	%

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Certified standards SRM 1835 and SRM 97b, prepared by the National Institute of Standards and Technology, were submitted as part of the APBL QA/QC procedures, the results of which are shown graphically on Figures 8.1 and 8.2. Standard deviations shown are for the SRC assays. No two standards in any single batch submission were more than two standard deviations from the analyzed mean, implying an acceptable level of precision of SRC instrumentation.

Figure 8.1 Assay Results of Standard SRM1835

Figure 8.2 Assay Results of Standard SRM97b

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SRC assayed two different standards, CAR110/BSM and CAR110/BSH, for its own QC protocol. CAR110/BSM is designated as a “medium boron standard”. CAR110/BSH is designated as a “high boron standard”. Figures 8.3 and 8.4 display the analytical results for the certified standards. The analytical precision for analysis of both CAR110/BSM and CAR110/BSH is also reasonable, with no two standards in any single batch submission being more than two standard deviations from the analyzed mean.

Figure 8.3 Assay Results for SRC Standard CAR110/BSM

Figure 8.4 Assay Results for SRC Standard CAR110/BSH

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Blank samples inserted by APBL consisted of non-mineralized marble. One hundred and thirty-five blank samples were submitted, all of which had assay results of less than 73 ppm B. The level of boron detected in the blanks is likely sourced from pharmaceutical (borosilicate) glass used during sample digestion. These boron concentrations are considered immaterial in relation to the boron levels detected in the colemanite mineralization and do not appear to represent carryover contamination from sample preparation. Lithium levels in the blank samples are also at acceptable levels with the majority of assays <15 ppm Li. The four highest Li levels in the blanks immediately followed samples that contained relatively high Li concentrations. Overall, the concentration of the primary elements of interest (B and Li) in the blanks are at levels considered to be acceptable, implying a reasonable performance for sample preparation. The results of the blanks for B and Li are plotted in Figures 8.5 and 8.6.

Figure 8.5 Sample Blank Assay Results for Boron

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Figure 8.6 Sample Blank Assay Results for Lithium

A total of 136 duplicate samples were submitted to the SRC. APBL commissioned SRC to compose coarse duplicate samples using a Boyd rotary splitter. Figures 8.7 and 8.8 show the assay results of duplicate samples for B and Li. As can be seen from the regressions, there is a good correlation between original and duplicate samples.

Figure 8.7 Duplicate Sample Results for Boron

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Figure 8.8 Duplicate Sample Results for Lithium

Figure 8.9 displays a HARD (half absolute relative difference) plot for the duplicates. This highlights reasonable precision for the duplicates. Regression and HARD results were also plotted for pulp duplicates assayed in SRC’s own QC protocol shown in Figures 8.10 and 8.11. These also show a reasonable level of precision.

Figure 8.9 HARD Diagram for APBL Duplicate Samples.

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Figure 8.10 SRC Duplicate Results

Figure 8.11 SRC Duplicates HARD Diagram

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The QP believes reasonable care has been taken to collect and dispatch sample samples for analysis. The QA/QC program has shown the analyses are viable with a minimum of dispersion or contamination errors. The QP considers the sampling program to be of sufficient quality to support a mineral resource estimate.

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9 DATA VERIFICATION

During the site visit, the QP examined the core for five of the 2017 drill holes completed by FCCC. Core has been safely stored in a designated storage building nearby the mine site office and is in good condition. The QP examined the core and compared the core to the geologic logs and sample interval records and found good agreement with the log descriptions and with no discrepancies with sample intervals.

The QP has done a visual check of drilling locations through Google Earth. Drill sites from the 2017 drilling program are still visible on imagery. Older sites completed by Duval and FCMC are not discernible on imagery.

Historic drilling location records were originally recorded in California State Plane coordinates or in metes and bounds. The QP checked historic drilling location data to ensure these records had been properly converted to UTM coordinates, the coordinate system used in the 2017 drilling program. All historic location data has been properly converted to the current UTM coordinate system.

The QP was provided drilling records, sample intervals, and assay results in Excel Workbook files that were used as input for the drill hole database. Through a variety of data checks drill hole information was evaluated for duplicate entries, incorrect intervals, lengths, or distance values less than or equal to zero, out-of-sequence intervals and intervals or distances greater than the reported drill hole length. Historical drill hole records were also checked against relevant Duval and FCMC data sets. A review comparing original field logs and assay reports showed the data to have been transcribed accurately into the Excel files.

The QP believes adequate care has been taken in preserving and transcribing the historic data to digital format and 2017 drill hole data accurately corresponds back to the sample ledger and assay certificates. The QP believes that the data as used are adequate and suitable for a mineral resource estimate.

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10 MINERAL PROCESSING AND METALLURGICAL TESTING

10.1 MINERAL CHARACTERISTICS

Colemanite (2CaO • 3B₂O₃ • 5H₂O) is a hydrated, calcium borate mineral with 50% B₂O₃ and is found in evaporite deposits of alkaline lacustrine environments. The mineral is semi-hard with a Mohs hardness of 4.5 and forms as discreet monoclinic, prismatic crystals or masses. Colemanite typically forms as translucent colorless, white or gray crystals with a vitreous luster. Colemanite is insoluble in water but soluble to hydrochloric acid (HCl) and sulfuric acid (H₂SO₄).

In-situ solution mining is the proposed extraction technique for the Fort Cady deposit. In-situ solution mining depends on the following hydrologic characteristics: void spaces and porosity, permeability, ore zone thickness, transmissivity, storage coefficient, water table or piezometric surface, and hydraulic gradient (Bartlett, Solution Mining, 1998) as well as reaction and extraction method efficiencies.

10.2 SOLUTION MINING

APBL intends to use solution mining by injecting an acid solution via a series of wells (well field) into the mineralized horizons. The acid solution reacts with the colemanite forming a pregnant leach solution (PLS) containing boric acid (H₃BO₃). There are various ways of developing the well field for in-situ leaching, including “push-pull” where wells function as both as injection and recovery well; line drive; and multiple spot patterns. In addition to the vertical wells, horizontal drilling for well development is also being evaluated as a potential option for the Project. The mine wellfield development and the pattern will ultimately depend on the hydrogeologic model and the cost benefit analysis of various patterns and options.

The leaching of the colemanite will occur via the injection of a solution with a dilute concentration of HCl into the deposit through the wells. The injection fluid will remain in the formation and extracted after sufficient contact time with the colemanite. The concentration of HCl in the injection solution is one of the key control variables for the mining process. Higher concentrations of HCl promote reaction with the colemanite, while excessive HCl will increases the reaction with minor impurities such as aluminum, magnesium, iron, anhydrides, and calcite.

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10.3 PROCESSING

Mineral processing and metallurgical testing are ongoing for the Project. FCCC has considered the following methods of extraction of boric acid from pregnant leach solution (PLS):

• Evaporative concentration of PLS followed by a crystallization process with by final product washing and drying.

• Regeneration of Hydrochloric acid via reactions of calcium chloride in the PLS with sulfuric acid, creating calcium sulfate (gypsum).

• Regeneration of hydrochloric acid via the Mannheim process. (This is an alternative process design).

• Concentration of boric acid in PLS via solvent extraction (SX) prior to crystallization. (This is an alternative process design)

In 2019, Swenson Technology, Inc was engaged to perform crystallization tests; and Hazen Research Inc was engaged to perform solvent extraction tests. These tests were under the direction of Mike Rockandel Consulting LLC, which produced a process design based on these methods, utilizing Metsim^® software. FCCC then engaged Aquatech to produce equipment-specific modelling and to supply crystallization and evaporation equipment for a test plant. PLS leachate samples used for this testing were from a small quantity of concentrated material obtained from the deposit.

In 2021, FCCC engaged Agapito Associates and Hazen Research (Hazen) to produce solid core leaching tests, from representative core samples obtained from the 2017 drilling program. Hazen’s analytical facilities are certified by the National Institute of Standards and Technology and by the U.S. Environmental Protection Agency. Cores were selected by Terra Modelling Services (TMS) from across the ore body to represent average content of boric acid and calcite, and 20 core samples were leach tested to estimate mine PLS content. Based on the chemical composition data obtained from these tests, additional equipment testing was planned along with process plant modelling. Also in 2021, FCCC engaged Hargrove and Associates (Hargrove) to lead a modified process design. Hargrove is currently producing a process design for a commercial plant. Engineering and construction were also initiated in 2021 for the SSBF. Once operational, the SSBF should provide many of the necessary parameters that will lead into the design of the processing plant for initial production of 90 kstpa boric acid and 80 kstpa SOP.

For production of sulfate of potash (SOP), Desmet Ballestra Group was engaged to provide a process design to make SOP from potash (MOP) with their proprietary Mannheim furnace design. Ballestra provided process design for a SOP plant. Detailed construction design for a Mannheim furnace plant has not been completed nor has a decision to produce SOP at this time.

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Mike Rockandel Consulting LLC also developed an alternative processing design using solvent extraction. Solvent extraction has been modeled to achieve a recovery rate of 92%. Hargrove is currently working on an alternative plant design, utilizing Aspen OLI chemical process simulation. A recovery rate has not been established by Hargrove.

The above-mentioned companies have been selected as consultants and contractors, based on their reputation and capabilities, and been established in the mining and mineral processing industry for a significant time. (Certification information of their laboratories are not available at this time.)

Potentially negative factors that may impact processing and economic extraction include:

• High concentrations of Iron and other metals in the PLS

• High levels of corrosion

• Failing to to provide continuous, steady and acceptable head grades of boric acid in the PLS.

The QP is of the opinion that FCCC has taken adequate steps in advancing testing and process engineering for the Fort Cady Project. Once operational, the SSBF should provide most of the remaining inputs to proceed with final plant design and economic analysis for the Project.

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11 MINERAL RESOURCE ESTIMATES

11.1 INTRODUCTION

In December of 2018, Mr. Louis Fourie of Terra Modelling Services (TMS) completed an updated JORC resource report for APBL’s Fort Cady Project. That report identified a Measured plus Indicated mineral resource estimate of 52.7 million tonnes (Mt) containing an average grade of 6.02% B₂O₃ and 367 ppm of Li. There have been no additional exploration activities on the Project since that time though there have been some changes in the mineral holdings. The QP has conducted an audit of the geologic model completed by TMS and has used that model to update the mineral resource estimate.

11.2 RESOURCE DATABASE

The database used for resource estimate includes 34 holes completed by Duval, 3 holes completed by FCMC, and 14 holes completed by APBL for a cumulative total of 51 drill holes and a cumulative sampled length of 24,823.6 m. (81,421.4 ft.). Table 11.1 summarizes the drilling database. The database was provided to Millcreek in a digital format and represents the Project’s exploration dataset as of (July 19, 2021). Drilling coordinates in the database are in UTM NAD 83-11, and depths and elevations are reported in meters. Borate is listed as weight percent (%) B₂O₃ and Li as ppm. The drilling database contains 5,775 analytical values for B₂O₃ and 5,193 analytical values for Li.

Core recovery for the 2017 drilling program ranged from 93% to 100% with an overall average of 97.60%. Core recovery records for earlier drilling conducted by Duval and FCMC are not available, but based on missing intervals in the drilling database, core recovery likely exceeded 90% in the core drilling.

The QP has completed a thorough review and verification of the drilling database and found the database to be sufficient for resource modeling.

11.3 GEOLOGIC MODEL

TMS developed a gridded geologic model of the Project using Vulcan^™ software. The mineralization does not correlate to lithological markers as the entire sequence is predominantly lacustrine mudstone. However, detailed examination of the analytical results reveals distinct mineralized horizons. The deposit was delineated based on these

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Table 11.1 Summary of Drilling Database

HoleID	Cumulative Core Length (m)		Cumulative Sample Length (m)		B2O3 Analyses		Li Analyses
17FTCBL001		111.13		88.90		82		82
17FTCBL002		91.74		87.74		107		107
17FTCBL003		93.11		92.80		91		91
17FTCBL004		143.77		142.71		162		162
17FTCBL005		107.35		104.76		150		150
17FTCBL006		95.34		90.47		83		83
17FTCBL007		176.27		166.09		207		207
17FTCBL008		128.96		127.20		153		153
17FTCBL009		119.33		118.51		120		120
17FTCBL010		133.81		126.50		176		176
17FTCBL011		135.72		134.79		155		155
17FTCBL012		142.77		138.42		212		212
17FTCBL013		138.99		136.75		155		155
17FTCBL014		157.43		156.99		260		260
DHB-01		162.49		158.41		184		184
DHB-03		212.90		212.12		213		213
DHB-05		207.26		207.26		179		179
DHB-06		175.57		155.42		124		124
DHB-07		204.83		204.06		179		179
DHB-08		224.63		224.63		186		186
DHB-09		170.69		170.69		138		138
DHB-10		139.08		81.79		86		86
DHB-11		112.90		73.28		86		86
DHB-12		120.67		74.04		85		0
DHB-13		102.57		61.17		70		70
DHB-14		117.63		75.71		80		0
DHB-15		125.70		56.18		51		51
DHB-16		145.48		122.62		138		138
DHB-17		141.25		104.49		151		151
DHB-18		139.48		92.32		105		105
DHB-19		106.68		59.40		74		74
DHB-21		26.33		25.93		39		39
DHB-22		135.94		101.81		135		135
DHB-23		136.24		100.80		114		114
DHB-24		146.00		120.00		119		119
DHB-25		173.74		134.87		152		152
DHB-26		121.37		81.99		106		106
DHB-27		132.71		67.07		95		95
DHB-28		128.62		80.07		115		115
DHB-29		120.64		75.28		101		101
DHB-30		137.53		68.49		83		83
DHB-31		49.00		57.36		41		0
DHB-33		111.19		92.17		80		0
DHB-34		68.76		87.47		79		0
P1		60.96		60.96		20		0
P2		54.87		64.01		21		0
P3		54.87		54.87		18		0
P4		83.82		54.87		34		0
SMT-1		23.77		23.25		57		57
SMT-2		103.57		24.14		55		0
SMT-3		512.00		24.35		69		0
Total		6767.46		5245.98		5775		5193

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patterns of mineralization into four mineralized horizons, two non- mineralized or weakly mineralized interbeds and two non-mineralized horizons bounding the deposit. These horizons are listed in Table 11.2

Table 11.2 Modelled Horizons

Horizon	Abbreviation	Thicknes Range (m)	Average Thickness (m)	Composite B2O3 Range (wt.%)	Composite Li Range (ppm)
Overburden	OBN	317.0 - 507.7	381.8	NA	NA
Upper Mineralised Horizon	UMH	0.1 - 12.5	4.3	0.87 - 14.45	99 - 588
Upper Interbed	UI	0.1 - 16.7	6.7	0.5 - 4.1	108 - 623
Major Mineralised Horizon	MMH	0.7 - 69.4	27.4	2.6 - 17.6	98 - 550
Medial Interbed*	MIB	6.5 - 5.2	9.7	0.3 - 1.9	386 - 492
Intermediate Mineralised Horizon	IMH	1.8 - 58.3	22.5	0.7 - 12.0	23 - 534
Lower Mineralised Horizon	LMH	0.0 - 53.9	19.7	0.2 - 5.7	91 - 534
Lower Sandstone*	LSS	0.1 - 58.6	15.6	NA	NA

* Horizon not fully penetrated. NA: Not Applicable

The grid model was constructed across the deposit area, with a grid cell size of 25 m. x 25 m. Grids represent the bounding elevation surfaces of key horizons, thicknesses, and analytical grades. Mineral horizon grids were interpolated using an Inverse Distance Squared (ID2) algorithm. Mineralization is spatially defined by a resource boundary using a distance of 150 m. from the last intersection of mineralization in a drill hole. Grids are masked to the outside of the resource boundary.

11.4 GRADE ESTIMATION & RESOURCE CLASSIFICATION

Using composites for each mineralized horizon, variography was successful for B₂O₃ grades for the Major Mineralized Horizon (MMH), Intermediate Mineralized Horizon (IMH), and the Lower Mineralized Horizon (LMH) and are summarized in Table 11.3. Variogram modelling was unsuccessful for the Upper Mineralized Horizon and with Li in all horizons. Grids representing B₂O₃ grades for the MMH, IMH, and LMH were constructed using Ordinary Kriging using the constructed variograms. ID2 interpolation was used with all remaining grade grids using the same spatial limits established with the horizon grids.

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Table 11.3 Modelled Variograms

Horizon	Type	Nugget	First Structure	Second Structure
MMH	Spherical, omnidirectional	0	200	400
IMH	Spherical, omnidirectional	0.2	180	450
LMH	Spherical, omnidirectional	0.2	530	—

Based on the variography above, the deposit was classified as follows:

• Measured Resource Category: based on a maximum spacing between mineralized drill holes for each horizon of 200m.

• Indicated Resources Category: based on a maximum spacing between mineralized drill holes for each horizon of 400m.

• Inferred Resources Category: based on a maximum spacing between mineralized drill holes for each horizon of 800m.

Drilling and sampling density is sufficient that no further limits on classification are required.

11.5 MODEL VALIDATION

The QP has conducted an audit of the gridded model prepared by TMS. The QP loaded the resource database and grids provided by TMS into Carlson Mining^®, a geology and mine planning software that competes directly with Vulcan. The audit and validation of the gridded model consisted of the following steps:

1. Drilling data was loaded into Carlson Mining to compare drill hole postings with the provided grids representing the top and bottom surfaces for each mineralized horizon. This comparison was done using a grid inspector tool in Carlson Mining that enables simultaneous viewing of drill hole data along with grid values at each drilling location. The QP found the resulting comparisons to be satisfactory. This step was repeated comparing drill hole composite grades from drill hole data with grids representing the grades of B₂O₃ and Li for each mineralized horizon. While there are some fluctuations with grid values generated by kriging and ID2, these fluctuations are small and within expected ranges.

2. The gridded model was evaluated using a series of swath plots. A swath plot is a graphical display of the grade distribution derived from a series of bands, or swaths, generated as sections through the deposit. Grade variations from the ordinary kriging model are compared to nearest neighbor (NN) searches on drill hole composites.

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On a local scale, the NN search does not provide reliable estimations of grade but, on a much larger scale, it represents an unbiased estimation of the grade distribution based on the underlying data. If the model estimation completed by ordinary kriging is unbiased, the grade trends may show local fluctuations on a swath plot, but the overall trend should be similar to the NN distribution of grade. Three swath plots are shown in Figure 11.1

3. Finally, the QP completed a separate estimate in Carlson Mining following the parameters used by TMS to the defined resource boundary. This separate resource estimate was within 3.6% of the TMS estimate. The QP considers the difference negligible considering the comparison uses two different modelling software packages.

Figure 11.1 Grade Variation Swath Plots

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11.6 DENSITY MEASUREMENTS

The 2017 drilling program included the collection of 777 density measurements from core samples. Density determinations were made using the weight in air/weight in water method. The weighted average bulk density determined from the 381 samples collected through the mineralized horizons is 2.18 g/cm³. and has been used as the bulk density in resource estimation.

11.7 CUT-OFF GRADE

Cut-off grades ranging from 2.0% to 8.0% B₂O₃ are shown in Table 11.4. A 5.0% B₂O₃ cut-off grade was previously established by Duval and was carried forth by TMS in their JORC resource reporting for APBL. This cut-off grade has been used for resource estimation purposes while work continues to determine pregnant leach solution (PLS) brine grade and processing plant costs. A 5% B₂O₃ cut-off grade equates to an 8.9% H₃BO₃ grade which is considered adequate and appropriate to account for mining losses and recovery with solution mining while additional testing is carried on dissolution rates and recovery by Agapito Associates and with the engineering and design of the SSBF.

Table 11.4 Fort Cady Project Cut-off Grades

FCCC Controlled (Owned & Leased)							Uncontrolled (California State Land & Elementis Not Leased)
Cut-Off Grade %	Tonnes		B2O3 %		Li %		Cut-Off Grade %	Tonnes		B2O3 %		Li %
8		5,140,699		9.16		326	8		1,004,849		8.22		406
7		26,427,333		7.72		349	7		6,736,430		7.57		382
6		81,587,306		6.85		325	6		17,018,864		6.96		365
5		108,977,349		6.52		323	5		23,183,941		6.82		366
4		145,656,514		6.03		330	4		29,517,682		6.11		347
3		202,405,283		5.31		330	3		40,256,782		5.42		342
2		273,029,338		4.60		320	2		53,516,614		4.70		341

The QP believes the current cut-off grade is conservate. Preliminary plant processing has been using an average B₂O₃ grade of 5%. At a 5% cut-off grade, average grade for the deposit is 6.53% B₂O₃. However, without dissolution testing at known grades of B₂O₃, it is not possible to determine effective recovery. Effective recovery along with detailed economic analysis will be needed for reserve estimation.

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11.8 MINERAL RESOURCE ESTIMATION

Results of the mineral resource estimation are shown in Table 11.5. The resource estimate contains a combined 97.55 Mt of Measured plus Indicated resources with an average grade of 6.53% B₂O₃ and 324 ppm Li, using a 5% cut-off grade for B₂O₃. The mineral resource estimate also identifies 11.43 Mt of Inferred resources under mineral control by FCCC. Approximately 91.21 Mt or 94% of the mineral resources controlled by FCCC occurs within the approved Operating Permit region approved for commercial-scale operations which was awarded to FCCC in 1995. 27.58 Mt or 25% of the total mineral resources is contained within the electrical transmission corridor operated by SCE. While SCE maintains control of the surface and resources to a depth of 500 ft., it does not impinge on FCCC’s mineral rights for B₂O₃ and Li which occur at depths in excess of 1,000 ft. The resource boundary contains 23.18 Mt of Uncontrolled Resources, resources APBL does not have mineral rights to exploit. Uncontrolled resources are shown in Table 11.5. Figures 11.2 through 11.5.

Regulation S-K 1300 requires a current economic assessment to be completed which provides a reasonable basis for establishing the prospects of economic extraction of the mineral resource estimation. Key assumptions used in the economic assessment include; ISL mining operation delivering 5% boric acid in solution to an above ground processing plant; operating costs of $587 per tonne of boric acid produced; 92% conversion of boric acid in solution to saleable boric acid powder (recovery rate); 80% recovery of in-situ boron (extraction ratio) and an average sales price of US$900 per tonne of boric acid. A high level financial model using a discount rate of 8% delivered a positive net present value to support the cut-off grade and more broadly the resulting mineral resource estimation. Potential by-product production of lithium, SOP and gypsum has been excluded from the financial model and may ultimately provide the potential for a reduction in the cut-off grade.

The QP is not aware of any known environmental, permitting, legal, title, taxation. socio-economic, marketing, or other relevant factors that could affect the mineral resource estimate.

The accuracy of resource and reserve estimates is, in part, a function of the quality and quantity of available data and of engineering and geological interpretation and judgment. Given the data available at the time this report was prepared, the estimates presented herein are considered reasonable. However, they should be accepted with the understanding that additional data and analysis available subsequent to the date of the estimates may necessitate revision. These revisions may be material. There is no guarantee that all or any part of the estimated resources or reserves will be recoverable.

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Table 11.5 Fort Cady Project Mineral Resource Estimate*, October 15, 2021

Measured Resource	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
FCCC Fee Lands	UMH		0.03		5.73		10.17		259		0.00		0.00
	MMH		7.01		6.31		11.20		317		0.44		0.79
FCCC Fee Lands - Transmission Corridor	MMH		5.24		6.51		11.55		293		0.34		0.61
FCCC-Elementis Leased Lands	UMH		0.75		6.64		11.79		264		0.05		0.09
	MMH		18.59		6.74		11.98		349		1.25		2.23
	IMH		4.34		6.35		11.27		324		0.28		0.49
Total Measured Resource			35.96		6.57		11.67		330		2.36		4.20
Indicated Resource	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
FCCC Fee Lands	UMH		0.87		5.73		10.17		259		0.05		0.09
	MMH		29.00		6.47		11.50		329		1.88		3.33
FCCC Fee Lands - Transmission Corridor	MMH		20.41		6.51		11.55		293		1.33		2.36
FCCC-Elementis Leased Lands	UMH		0.31		6.68		11.87		251		0.02		0.04
	MMH		7.70		6.74		11.98		349		0.52		0.92
	IMH		3.29		6.40		11.37		324		0.21		0.37
Total Indicated Resource			61.59		6.51		11.55		318		4.01		7.12
Total Measured + Indicated Resource			97.55		6.53		11.61		324		6.37		11.31
Inferred Resource	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
FCCC Fee Lands	UMH		0.03		5.73		10.17		259		0.00		0.00
	MMH		6.46		6.55		11.42		334		0.42		0.75
	IMH		0.59		5.64		10.01		330		0.03		0.06
FCCC Fee Lands - Transmission Corridor	MMH		1.93		6.51		11.55		293		0.13		0.22
FCCC-Elementis Leased Lands	MMH		0.27		6.74		11.98		349		0.02		0.03
	IMH		2.14		6.32		10.48		330		0.14		0.24
Total Inferred Resource			11.43		6.40		11.37		324		0.74		1.31

* Using a 5% B₂O₃ cut-off grade.

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Table 11.6 Uncontrolled Resources

Resource	Classification	Horizon	Tonnage (Mt)		B2O3 (wt. %)		H3BO3 (wt. %)		Lithium (ppm)		B2O3 (Mt)		H3BO3 (Mt)
	Measured	MMH		0.93		6.98		12.40		366		0.07		0.12
California State Land	Indicated	MMH		14.61		6.98		12.40		366		1.02		1.81
	Inferred	IMH		0.81		5.44		9.66		333		0.04		0.08
	Measured	UMH		0.13		7.15		12.69		228		0.01		0.02
		MMH		2.28		5.81		10.32		341		0.13		0.23
Elementis Not Leased	Indicated	UMH		0.23		6.72		11.93		230		0.02		0.03
		MMH		3.68		7.10		12.62		401		0.26		0.46
	Inferred	UMH		0.03		6.09		10.82		239		0.00		0.00
		MMH		0.50		6.23		11.06		371		0.03		0.05
Total Uncontrolled Resources				23.18		6.82		12.1		366		1.58		2.81

* Using a 5% B₂O₃ cut-off grade.

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12 MINERAL RESERVE ESTIMATES

There are no mineral reserve estimates to report at this time.

Agapito is currently conducting additional dissolution testing that may yield different dissolution recoveries for colemanite. Likewise, engineering and construction is currently in progress for the SSBF from which plant recovery and other economic factors will be determined. Dissolution testing and operation of the SSBF will provide the necessary parameters for determining the mineral reserve estimate.

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13 MINING METHODS

The Project will be employing ISL as its mining method to recover boric acid and Li from the mineralized horizons. Depth and grade of the deposit precludes conventional mining techniques as effective methods for economical extraction of ore. With ISL mining, there is no stripping of waste rock or underground development required for this project. Mine development steps include constructing injection/recovery wells, installing extraction equipment (pumping or air-lifting) on wells, and piping to transport leach solutions and PLS. Mining fleet and machinery are not required for this project.

In 2021, Agapito Associates was engaged to complete a mine design for the Project assuming a production rate of 100,000 tons/year boric acid. This production rate should correspond to 1,011 gallons/min of PLS to the processing plant, based on preliminary design data for the processing plant using a plant recovery of 95%.

Preliminary work completed by Agapito calls for the installation of 100-ft spaced injection/recovery wells (push-pull). These wells are to operate each as injection and recovery wells where leach solution in pumped into the well and after a prescribed residence time is retrieved from the same well for processing. This method will be used until dissolution of the colemanite in the deposit progresses to where conduit flow is established between wells. Once conduit flow is established, certain wells will be become injection wells with other wells becoming recovery wells allowing continuous mining. Preliminary mine planning estimates a recovery of 80.6% of the total resource tons before mining and plant losses.

For the mine design, the mineral resource area has been subdivided into three blocks for development. Block 1 comprises the northern third of the resource area, Block 2 occupies the central portion of the resource area, and Block 3 comprises the southern third of the mineral resource area. The mine design calls for developing Block 2, the central region, first. Figure 13.1 projects well development for Block 2 through the end of 2100 assuming 100,000 tons of boric acid per year of production.

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Figure 13.1 Block 2 Mining Sequence

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Certain areas of the mineral resource are assumed to be inaccessible for well development due to poor accessibility from surface features and have been excluded from mine design excluded. This equates to 11.8% of the mineral resource being excluded. Of the remaining resource 91.3% of the remaining resource is expected to be mined by ISL before accounting for recovery and plant yield.

Mine recovery rate of 70% is applied to account for losses for leaching solution not reaching and reacting with the ore body, as well as for non-recoverable saturated solution underground.

At this time a hydrological model has been built for the Fort Cady deposit, along with the installation of monitor wells. Pump tests on the monitor wells have been employed as a tool to locate additional faulting that could impact the mine design. A three-dimensional seismic survey of the deposit is planned for 2022 to further enhance clarity on strata and structural controls of the deposit for the mine design.

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14 PROCESSING AND RECOVERY METHODS

APBL has selected crystallization as the method for recovering boric acid (H₃BO₃). Crystallization has been selected because it’s an established process for purification of other industrial materials, can be operated on a continuous basis reducing equipment size, is based on fundamental physical properties such as relative solubility, and doesn’t require the use of flammable solvents.

The APBL processing plant is designed to operate continuously based on up-time of 87%. In order to produce 100,000 tons/yr of H₃BO₃. The plant will require 1,011 gal/min of pregnant leach solution (PLS) from the mine on a continuous basis. Other inputs for the process based on a production rate of 100 ktons/yr are 162 ktons/yr of 97% sulfuric acid (H₂SO₄), 13 ktons/yr of 35% hydrochloric acid (HCl), 140 gal/min of water, 50 MW of power, and 152 MM BTU/hr of natural gas. The plant will employ approximately 82 people at these production rates.

PLS that enters the plant will contain water, approximately 5% boric acid (H₃BO₃), calcium chloride (CaCl₂), trace metal salts, and any unused HCl from the mining operation. The solubility of H₃BO₃ is such that it will precipitate first if concentrated. A crystallization process is utilized to perform this concentration. The crystallizer operates at vacuum and at 180°F. Fluid enters the crystallizer on a continuous basis and is pumped around through a pump around heater. Steam is supplied to the heater to provide heat. During this crystallization process, 80% of the water present is boiled along with HCl. An overhead condenser supplied with cooling water is used to recover the water and HCl which is recycled for reuse in the mine. Due to the presence of unused HCl for the mining operation being sent through crystallization the process is constructed from acid resistant materials. These materials include acid resistant fiberglass composites, specialized alloys high in nickel and chromium, fluoropolymers, or rubber lined steel.

In particular, the crystallizer has been specified with a full vacuum pressure rating, 250°F temperature rating, and will be constructed of rubber lined steel. The pump around exchanger and overhead condenser have also been specified for full vacuum, 250°F and will be constructed from a specialized alloy high in nickel and chromium.

After crystallization, the resulting boric acid slurry contains boric acid crystals, calcium chloride (CaCl₂), trace metal salts, and trace hydrochloric acid. This slurry is filtered on a vacuum belt filter producing a H₃BO₃ wet cake and a liquid stream containing CaCl₂, trace metal salts, and trace HCl. The H₃BO₃ wet cake from the belt filter is dried in a tray dryer and loaded into 1-ton polymer sacks for sale.

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Liquid off the belt filter is sent to a HCl regeneration unit where lime is added to adjust pH to neutral. At neutral pH, any remaining HCl is converted to CaCl₂ eliminating the need for acid resistant material elsewhere in the process. Trace metal salts are also precipitated once pH is adjusted. These metal salts are filtered out utilizing a filter press.

The liquid off the filter press contains CaCl₂ which is converted into HCl and gypsum (CaSO₄) via a reaction with sulfuric acid (H₂SO₄). Gypsum has a low solubility, so it precipitates out. The resulting gypsum and aqueous HCl slurry are filtered on a vacuum belt filter. The aqueous HCl from the belt filter is recycled to the mining operation. Gypsum wet cake from the belt filter is dried for sale as a bulk product.

In addition to H₃BO₃ and gypsum, two other products could be produced as production volumes of H₃BO₃ increase. Sulfate of Potash (SOP) is being evaluated as a possible co-product. SOP is produced from a reaction between potash and H₂SO₄. This reaction also produces HCl which would be used for the mining operation. The potash and H2SO4 reaction is commonly referred to as the Mannheim Process and utilizes a furnace which can be purchased from vendors specializing in SOP equipment.

During the H₃BO₃ concentration in the crystallizer, lithium chloride (LiCl) is also concentrated. This LiCl remains in the liquid phase and could potentially be extracted prior to HCl regeneration. Extraction of lithium and production of lithium carbonate (LiCO₃) from this stream is currently being evaluated.

The QP believes the crystallization process is a technological and economically viable method of producing boric acid because it’s an established process for purification of other industrial materials, can be operated on a continuous basis reducing equipment size, is based on fundamental physical properties such as relative solubility, and doesn’t require the use of flammable solvents.

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15 INFRASTRUCTURE

The Project is located near Interstate-40 along with nearby access to rail and a natural gas transmission line. with nearby access to natural gas. Currently, the project is receiving electrical power from a 12kV powerline. Figure 15.1 shows general infrastructure needs for the Project.

Infrastructure required for the Project is expected to consist of the following:

• Natural gas – FCCC will require a natural gas pipeline tied into the nearby transmission pipeline to provide heat for the processing plant.

• Electrical power upgrade – an economic trade-off study is currently being conducted to evaluate co-generation and an upgraded powerline to the Project.

• Rail – connection to a rail spur is being considered for the Project truck loading material from the plant to an existing rail spur location located 15 miles from the Project.

• Roads – Plant access roads will require upgrades and some road may require paving. New access roads are also being considered.

• Water – FCCC currently has adequate water wells for the Project. FCCC will need to building pipelines and install pumps to deliver water to the plant and mine sites.

• Material storage – storage for materials (products and consumables) will need to be built near the plant site including a stacking system for gypsum.

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Figure 15.1 Fort Cady Project Infrastructure

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16 MARKET STUDIES

APBL currently recognizes four primary products that can be recovered from ISL at Fort Cady Deposit: 1) boric acid and other boron compounds; 2) lithium carbonate, 3) sulfate of potash (SOP); and 4) gypsum. At the present time engineering and design for the SSBF has not included a recovery process for lithium and will likely be addressed once recovery of boric acid is operational. APBL has done some preliminary work to recover SOP, but a determination has not been made whether SOP production will be included with initial production of boric acid. Previous process design work has included using the Mannheim process to produce SOP from muriate of potash (MOP) as a method of acid regeneration for ISL. Gypsum is a byproduct of boric acid processing during regeneration of hydrochloric acid via reaction of calcium chloride with sulfuric acid.

16.1 BORON MARKET

The global boron market is currently estimated to be valued at US$ 3.2 billion and consists of approximately 4.5Mtpa. Borates demand growth has had reasonably consistent compound annual growth rate (CAGR) of about 4% from 2013 through 2020. Traditional demand growth coupled with new applications are forecasted to increase demand growth to circa 6% CAGR from 2021 through 2028.

16.1.1 Boron Market

Traditional applications for boron include glass manufacturing (borosilicate glass and textile fiberglass), insulation, ceramics, specialty fertilizers and biocides for the agricultural industry, detergents, fire retardants, and wood preservatives (Figure 16.1. New applications for boron include its use for:

• permanent magnets used in electric vehicles and re-chargeable electrical/battery equipment.

• semi-conductors and electronics.

• green energy/decarbonization in wind turbines, nuclear energy, and solar cells and

• military vehicles & personal armor.

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Figure 16.1 Current Borates Demand by End Use

The global boron market is dominated by two companies: Eti Maden (Turkish Govt- Owned); and Rio Tinto Borates (a subsidiary of Rio Tinto). Together, they supply approximately 80% of global boron market. Eti Maden alone supplies over 60% of the world market. Eti Maden appears to be the only producer with meaningful additional supply capacity.

The concentration of boron market reflects the rarity of economically viable borates deposits. There are only four main regions with large scale borate deposits: Anatolia (Turkey), California (USA), Central Andes (South America), and Tibet (Central Asia). Turkey has circa 73% of the world’s total boron reserves. The Fort Cady Project is the only permitted Boron resource that will add meaningful supply in the next five to seven years.

Over the ten years, leading through 2019, Rio Tinto Borates appears to have been operating at full capacity with approximately one million stpa of boric acid equivalent production. Production from Rio Tinto Borates decreased 7.7% in 2020 to 940 st of boric acid equivalent production and is forecasted to decline a further 4.0% in 2021. Rio Tinto Borates supplies approximately 70% of the US boron demand and this reduction in supply is resulting in higher prices and supply shortfalls. The five-year weighted average operating costs of Rio Tinto Borates were circa US$635/t with first half 2021 operating costs of US$650/t. The US market is APBL’s target market.

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16.1.2 Boron Pricing

In 2020, Rio Tinto received an average price of US$750/ton on a boric acid equivalent basis. Eti Maden average boric acid pricing is US$815/ton in 2021 and has recently announced price increases of between 3% and 4%. Since 2016, price for boric acid has steadily increased from US$767/ton to US$830/ton (US $915 metric tonne) in 2021 (Figure 16.2). Actual prices for boric acid are typically negotiated on short-term & long-term contracts between buyers and sellers.

Figure 16.2 Boron Pricing

16.1.3 Boric Acid Specification

Boric acid technical grade specifications are as follows:

• Chemical Specification:

• Analyte Guarantee

• B₂O₃%: 56.25 – 56.5

• Equivalent H₃BO₃%: 99.9 – 100

• SO₄ ppm: ≤250

• Cl ppm: ≤10

• Fe ppm: ≤4

• Sieve Specification

• U.S. Sieve Mesh Size (mm) % Retained Guarantee

• No. 20, o.850mm ≤2.0

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16.2 LITHIUM MARKET

Global end-use markets for Li are estimated as follows: batteries, 65%; ceramics and glass, 18%; lubricating greases, 5%; polymer production, 3%; continuous casting mold flux powders, 3%; air treatment, 1%; and other uses, 5%. Lithium consumption significantly increased between 2014 and 2017 due to a strong demand for rechargeable lithium batteries used extensively in portable electronic devices, electric tools, electric vehicles, and grid storage applications. Lithium minerals were used directly as ore concentrates in ceramics and glass applications.

By 2017, prices had been propelled through successive multi year highs by strong demand from the Li-ion battery industry set against a backdrop of uncertainty over future supply. This attracted significant attention on the Li sector and incentivized investment into both mining and processing capacity. Prices for all Li products subsequently fell as production at operations in China, Australia, Canada, and Chile ramped-up, and as a swath of greenfield projects mitigated fears of future supply shortages.

Worldwide Lithium Carbonate equivalent production increased significantly from 38,000 mt in 2016 to 69,000 mt in 2017 and then to 95,000 mt in 2018. Lithium production retreated to 77,000 mt in 2019 and held steady through 2020. During the first half of 2020, the economic impact of the global COVID-19 pandemic resulted in substantial reduction on customer demand. During the second half of 2020, Li demand increased primarily due to strong growth in the Li-ion battery market.

16.2.1 Lithium Production

Lithium is extracted from brines that are pumped from beneath arid sedimentary basins and extracted from granitic pegmatite ores containing the mineral spodumene. Chile leads world production for Li and for production from brines. Australia leads production from pegmatites. Other potential sources for Li include clays, geothermal brines, oilfield brines, and zeolites. Owing to continued exploration, the USGS estimates a substantial increase in global resources of Li of 100 mt from a previous estimate of 39 mt in 2016. Currently five companies account for approximately two-thirds of the Li market: Albermarle, 18%; Ganfeng Lithium Co. Ltd., 17%; Sociedad Química y Minera de Chile (SQM), 14%; Tianqi Lithium Corp, 12%; and Livent Corp., 5%.

16.2.2 Pricing

Average annual lithium carbonate prices in 2016 were US$8,650/t. Lithium carbonate prices peaked in November 2017 at US$25,800/t. Since then, they have been under pressure, having fallen through much of 2018, 2019 and much of 2020. Table 16.3 shows annual lithium prices for the past six years. At the start of 2021, Lithium Carbonate equivalent spot prices were at US$4,786 and steadily increased to US$13,815 in July. At the end of July 2021 Lithium carbonate equivalent prices sharply increased with an average spot price for October 2021 at US$25,396 and that has peaked as high as US$28,688.

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Figure 16.3 Lithium Pricing

16.3 POTASH

Potash is used primarily in the agricultural industry (~95%) as a source of soluble potassium in fertilizer but is also used in the manufacture of soap, glass, and ceramics. The two most common forms of potash are muriate of potash (MOP) which typically contains 60% KCl and sulfate of potash (SOP) containing K₂SO₄. MOP dominates the potash industry though SOP is becoming the preferred source of potassium due to many crops sensitivity to salt and SOP being an important source of sulfur in the form of soluble sulfate.

16.3.1 Production

Globally, the largest production of potash in descending order comes from Canada, Belarus, Russia, China, and Germany. The United States currently ranks ninth in production of potash. World potash capacity is projected to grow to 64 million tons in 2024 from 60 million tons in 2020. Since 2016, U.S. production has held around 500 thousand tons per year with imports ranging from 4.5 to 5.8 million tons over the past five years.

16.3.2 Pricing

Since 2017 MOP prices have fluctuated from US$276 to US$294 per ton with the exception of 2020 when the average price dipped to US$227/ton. 2020 prices most likely reflect market changes from the COVID-19 pandemic (Figure 16.4). SOP prices generally follow the same trend as MOP though at a premium. SOP prices have generally been in the US$700/ton since 2017. A factors that may affect potash pricing in the near term are the recent economic sanctions imposed on Belarus by the U.S and western Europe.

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Figure 16.4 MOP and SOP Pricing

16.3.3 SOP Specification

• Chemical Specification:

• K₂O%: ³50

• S%: ³17

• Cl%: £0.8

• Particle Size Distribution, Cumulative % Retained

Tyler Mesh	Opening (mm)		Range (%)
4		4.76		0 - 8
5		4.00		10 - 8
6		3.36		35 - 59
8		2.38		80 - 94
10		1.68		98 - 100
12		1.41		97 - 100

• Bulk Density lb/ft3: 80 – 85

• Angle of Repose: 35°

16.4 GYPSUM

Gypsum is one of the most commonly used minerals in the world. In the U.S. most gypsum is used in the manufacturing of drywall and plaster for residential and commercial construction. Other common uses include as an additive to concrete, soil conditioning, and as a food/dietary additive.

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16.4.1 Production

The United States is the leading producer of mined crude gypsum (22 million tons), followed by Iran (16Mt) and China (15.5 Mt). Mined crude gypsum is currently mined in 16 states by 52 companies. Over the past five years, U.S. imports of gypsum have ranged from 4.3 to 6.1 million tons.

16.4.2 Pricing

Gypsum prices have fluctuated from US$33/ton in 2018 to US$40/ton in 2021 (Figure 16.5). 2021 prices reflect an increase of 11% from 2020. Demand for gypsum depends principally on construction industry activity. In recent years mined crude gypsum has competed with synthetic gypsum produced from flash generated from coal-fired generating stations. Synthetic gypsum production, however, is decreasing as more coal-fired stations are shut down or retired in favor of natural gas and renewable energy sources.

Figure 16.5 Gypsum Pricing

16.5 CONTRACTS

There are currently no contracts or agency agreements for boron, lithium, potash, or gypsum at this time for the Project. FCCC does not have any contracts at this time for mining, concentrating, processing, refining, transporting, hedging, and has no forward sales contracts. At this time, the company has not determined which of the above contracts will be required.

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16.6 MARKET ENTRY STRATEGY

FCCC intends to approach potential strategic partners for different end-market segments for the products. The company has entered into non-binding Letter of Interest agreements with Borman LLC and Compass Minerals Inc. and intends to enter into commercial and technical agreements with strategic partners and customers as the project is developed.

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17 ENVIRONMENTAL STUDIES, PERMITTING AND PLANS, NEGOTIATIONS, OR AGREEMENTS WITH LOCAL INDIVIDUALS OR GROUPS

FCCC currently has the following permits in place:

1. Air Permit – All processes currently identified have been permitted by Mojave Desert Air Quality Control District (MDAQCD) for up to 270,000 tons per year (tpy) Boric Acid and 80,000 tpy SOP. The permits have been renewed annually by paying the annual fee. Any modifications to process equipment or use of process equipment will require a modification to the existing permit. All modifications must meet national ambient air quality standards and MDAQMD requirements.

2. Water Permits – The project has been operating under a Water Quality Permit issued by the Lahontan Regional Water Quality Control Board (LRWQCB) in 1988. The permit includes all surface impoundments associated with the boric acid pilot plant and requires post mining rinsing and monitoring. FCCC remains compliant with the permit by sampling water well DHB-1 quarterly and submitting quarterly reports. A Final Permanent Closure Plan has been submitted to LRWQCB for closure of the existing ponds. FCCC and LRWQCB have agreed to close the ponds if LRWQCB will close the permit.

3. Stormwater – The project has received a Notice of Non-applicability (NONA), documenting that the project does not require a stormwater permit for either construction or operations. The NONA was issued as the project is in a closed basin with no stormwater discharge.

4. San Bernardino County Land Use Planning issued the Mining and Reclamation Permit in 1994, based upon the 1990 Plan of Operations (PoO) and subsequent Environmental Impact Report (EIR). The PoO was amended, and the permit modified in 2019 to address changes such as moving the plant location, eliminating a rail crossing I-40 and including additional rights to water. The Fort Cady Project is not located within a water district with adjudicated water rights. Therefore, water rights are granted by San Bernardino County through the Mining & Reclamation Permit. The Mining and Reclamation Permit includes Condition of Approval requirements for engineering and planning, as well as requirements to eliminate impacts to desert tortoises.

5. The BLM issued a Record of Decision (ROD) in 1994 and approved the EIS/EIR boundary (noted on Figure 3.2). the ROD authorizes mining borates at a rate of 90,000 tpy. The ROD also has requirements for company activities to eliminate adverse impacts to desert tortoises and cultural resources. FCCC will be updating the Plan of Operations to 270,000 tpy, which will require an update to the permit. FCCC has filed an updated PoO which is currently in the review process.

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6. The Underground Injection Control (UIC) permit administered by the U.S. Environmental Protection Agency (EPA). FCCC is currently modifying this permit and is in the process of adding additional monitor wells that demonstrate that U.S. drinking water aquifers (USDW) are not degraded by ISL activities. FCCC will also be required to perform a series of tests on the first 5 Injection/Recovery wells out of each group of 40 wells to confirm the historical demonstrated permeability of 1 X 10^-9 d is accurate.

Additional permitting that will likely be required for the project includes:

1. A financial assurance cost estimate (FACE), a surface disturbance bond, will need to be updated for all new equipment, buildings, and ground disturbance. The County conducts their annual inspection around Christmas each year. FCCC is required to update the FACE at that time. If construction is starts in January, then the FACE should be updated and posted at that time.

2. The California Unified Control Act/Agency (CUPA) has primacy over EPA’s Tier II reporting requirements. Once the chemical inventory is finalized it can be filed online.

3. An EPA ID will be requested when waste streams have been finalized. This number is issued by the State of California Department of Toxic Substance Control (DTSC).

4. FCCC will need to obtain building permits from San Bernardino County prior to construction.

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18 CAPITAL AND OPERATING COSTS

There are no operating or capital costs to report at this time. Engineering and construction are progressing for the SSBF. Once operational, the SSBF should provide many of the necessary parameters for determining operating and capital costs for initial production of 90 kstpa boric acid and 80 kstpa SOP.

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19 ECONOMIC ANALYSIS

A current high-level economic analysis has been prepared to support the mineral resource estimation. Key assumptions used in the economic assessment include; ISL mining operation delivering 5% boric acid in solution to an above ground processing plant; operating costs of $587 per tonne of boric acid produced; 92% conversion of boric acid in solution to saleable boric acid powder (recovery rate); 80% recovery of in-situ boron (extraction ratio) and an average sales price of US$900 per tonne of boric acid. A high level financial model using a discount rate of 8% delivered a positive net present value to support the cut-off grade and more broadly the resulting mineral resource estimation. Potential by-product production of lithium, SOP and gypsum has been excluded from the financial model and may ultimately provide the potential for a reduction in the cut-off grade.

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20 ADJACENT PROPERTIES

Elementis operates the Hectorite Mine adjacent to the west side of the Fort Cady Project. The mine produces hectorite, a specialty clay mineral used in ceramics, cosmetics, and other specialties requiring high viscosity or high thermal stability. While the mine is adjacent to the Fort Cady Project it produces a product that does not compete with borate, Li, or other possible by-products being considered by APBL. APBL through its subsidiary, FCCC does have a mineral lease agreement with Elementis for certain unpatented mining claims.

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21 OTHER RELEVANT DATA AND INFORMATION

There is no other relevant information or data to present at this time.

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22 INTERPRETATION AND CONCLUSIONS

APBL has an established mineral holding 4,910 acres through ownership of fee lands, unpatented placer claims, and a mineral lease agreement. The property has undergone past exploration primarily conducted in the 1980’s along with more recent drilling conducted in 2017 which validated previous exploration and expanded known mineral occurrences. Drilling completed on the Project can be considered sufficient for the delineation of a mineral resource estimate.

Exploration drilling has led to a geologic interpretation of the deposit as lacustrine evaporite sediments containing colemanite, a hydrated calcium borate mineral. The deposit also contains appreciable quantities of Li though the source mineral for Li has not been identified at this time. Geologic modeling based on drilling and sampling results depicts an elongate deposit of lacustrine evaporite sediments containing colemanite. The deposit is approximately a 2.1 mi. long by 0.6 mi. wide and ranging in thickness from 70 to 262 ft. mineralization has been defined in four distinct horizons defined by changes in lithology and B2O3 analyses.

A mineral resource has been estimated and reported using a cut-off grade of 5% B₂O₃. Measured plus Indicated resources for the Project are 97.55 Mt with a grade of 6.53% for B₂O₃ and 324 ppm for Li. Much of the interpretation and mineral resource estimations were derived through a gridded model created from drilling and sampling data using Vulcan modeling software. Additional review and estimations of the model were conducted using Carlson Mining software. The details of the methodology are described in the report text.

Exploration to date, has focused on an approximate 1,000 acres located in the east-central portion of FCCC’s mineral holding. Future exploration efforts should address mineral potential across other portions of the Project area. In particular, the QP believes there is potential upside to conducting additional drilling to the southeast in Section 36, along trend with resources identified in this report.

The QP concludes that there are reasonable prospects for economic extraction for the mineral resource estimated and presented in this Initial Assessment. APBL has been diligent in validating the work completed by the previous operators and further expanding the size and classification assurance of the deposit. Current and previous evaluations of mining methods indicate a deposit well suited for ISL solution mining as a potential method for economic extraction. Metallurgical testing and process engineering indicate economic potential as well. APBL is currently having additional engineering and testing work performed to refine dissolution/recovery rates and wellfield design. In addition, the SSBF

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will provide parameters leading toward designing a processing facility. Additional studies that include detailed mine planning, geotechnical and hydrologic evaluations, full market studies and economic evaluations will need to be performed. Based on this, the viability of the deposit for demonstrated economic feasibility has yet to be determined. APBL has announced in a press release (October 13,2021) of advancing and targeting a Feasibility Study in the second quarter 2022.

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23 RECOMMENDATIONS

Millcreek considers the Fort Cady Borate Project to be of sufficient merit to recommend proceeding with project development of 90 kstpa production facility. The QP makes the following recommendations to advance the geology and resource characteristics for the Project:

1. The current resource estimate classifies approximately 10.5% of the estimate as Inferred resources and approximately 56% of the total resource is classified as Indicated resources. Additional delineation drilling will further refine resource classification, adding more tonnage to Measured from Indicated and from the Inferred to Indicated resource categories. Figure 23.1 shows 11 proposed drilling locations that should significantly increase Measured resources from Indicated classification. The QP has also located four drilling locations in Section 36 to further test resource potential on the southern land holdings held by APBL. The all-in cost per drill hole (access and pad preparation, drilling, sampling, analyses, permitting, and geologic support) is approximately $121,092. The proposed drilling program has an estimated budget of $1,816,386 (Table 23.1).

Table 23.1Recommended Drilling Budget

Item	Per Hole		15 Holes
Drilling		61,500		922,500
Access/Pad Preparation		25,000		375,000
Geologic Support		12,000		180,000
Sampling/Analysis		2,250		33,750
Permittin/Clearance		4,667		70,000
Mobilization/Demobilizatio		4,667		70,000
Contingency @ 10%		11,008		165,125
Total	$	121,092	$	1,816,375

2. With any future drilling, the QP recommends using a standardized sample length of one or two meters. Sample lengths with past drilling has varied from 0.1 m. to 5.9 m. in the mineralized horizons. there is sufficient knowledge from previous drilling to determine horizon breaks and a standardized sample length will reduce sampling and analytical costs.

3. The deposit holds significant quantities of Li. Little is known at this time about which mineral(s) host Li and whether Li is recovered in appreciable quantities through ISL. Additional mineralogical testing should be done to identify the source for Li such scanning electron microprobe or QEMSCAN. Further testing should be done on PLS to determine how much Li is leached and what processes might be required to extract Li and steps to produce lithium carbonate LiCO3 and/or lithium hydroxide (LiOH (H₂O)n).

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4. APBL should consider using seismic and electromagnetic surveying to gain further understanding of the structural setting of the Project and may assist in identifying facies changes in the sediments. Further understanding of faulting can assist in understanding permeability and flow for solution mining.

5. As the project moves forward, further analysis should be completed to determine if economics will support a lower cut-off grade for B₂O₃. A lower cut-off grade could significantly increase mineral resources and in the future, mineral reserves. Dissolution testing should help determine recovery of boric acid and the SSBF should identify associated costs of recovering boric acid at lower cut-off grades. For instance, lowering the cut-off grade to 2.5% B₂O₃, yields 240.1 Mt with an average grade of 4.92% B₂O₃%.

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24 REFERENCES

Agapito Associates, Inc., 2021. Draft Conceptual Engineering Study Report, prepared for American Pacific Borates Ltd.

ASX Announcement, 2021. ABR Advancing Value Engineering Program for Fort Cady Integrated Boron Facility, Press Release, October 13, 2021.

Bartlett, R.W., 1998. Solution Mining: Leaching and Fluid Recovery of Materials, Second Edition, Routledge Publishing.

Burns, C., 2021. Situation Report Environmental Permitting, Rev. 9, FCCC Internal Report, Aug. 15, 2021.

Confluence Water Resources LLC, 2019. Fault B Technical Report, Fort Cady Project, San Bernardino County. Prepared for American Pacific Borate Ltd., March 2019.

Core Laboratories, 1980. Core Analysis. Prepared for Duval Corporation, November 1980.

Dames & Moore, 1993. Fort Cady Mineral Corporation Solution Mining Project, Final Environmental Impact Statement. Environmental Impact Report. Prepared for U.S. Department of the Interior, Bureau of Land Management and County of San Bernardino, December 1993.

Dibblee, T, 1967. Areal Geology of the Western Mojave Desert, California; US Department of the Interior Geological Survey Professional Paper 522

Duval, 1983. Fort Cady Borate Computerized Ore Reserve Calculations, Review for NL Industries. Duval Corporation, November 1983.

In-Situ Inc., 1990. Fort Cady Injection Test. Prepared for Mountain States Mineral Enterprises Inc.. April 1990.

McGinley & Associates, 2020. Numerical Groundwater Flow Model Report, Fort Cady Project, San Bernardino County, California. Prepared for American Pacific Borate Ltd., April 2020.

Fourie, L, 2018. Updated JORC Compliant Mineral Resource Estimation for the Fort Cady Project, San Bernardino County, California. Prepared for American Pacific Borate Ltd., December 2018.

Respec Company LLC, 2021. American Pacific Borate SEC SK-1300 Report (draft).

Respec Company LLC, 2021. Enhanced Definitive Feasibility Study, Section 2.0 Ore Reserve Estimation. Pages 6 – 12.

Shaw and Partners Ltd., 2021. ABR Equity Report, August 2021.

Stirrett, T., 2021. External Memorandum, Summary of RESPEC Work

Simon Hydro-Search, 1993. Fort Cady Mineral Corporation Solution Mining Project Feasibility Report, San Bernardino County, California. Prepared for Southern California Edison by Simon Hydro-Search. October 22, 1993.

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Trading Economics, 2021. Lithium Markets. Accessed October 13, 2021. https://tradingeconomics.com/commodity/lithium

Wilkinson & Krier, 1985. Geological Summary – Duval Corp. internal review, by P Wilkinson and Krier N, Jan 1985.

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25 RELIANCE ON INFORMATION PROVIDED BY THE REGISTRANT

APBL has provided the QP with a large variety of materials for the preparation of this report. These materials include the following:

• Drilling records from the 2017 drilling program completed by APBL in 2017 including drilling locations, drill logs, sampling records, analytical results/certificates, geophysical logs, and core photos.

• Drilling records from Duval and FCMC including drill logs, sampling records, analytical results/certificates, and geophysical logs.

• Historical drilling maps and testing records.

• Agapito Conceptual Engineering Study.

• Various sections to the Initial Study and Second Study prepared by Respec.

• Land records, land maps, and land purchase agreements showing property holdings of FCCC.

• Geologic Model prepared by TMS including grid files and data input files.

• Copies of recent APBL press releases

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