Annual Report for Fiscal Year Ending June 30, 2026 (Form 10-K)

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, liquidity and capital resources, and cash flows of our Company for the years ended June 30, 2026 and 2025. This MD&A should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements, the accompanying notes thereto and other financial information included in this Annual Report on Form 10-K (the "Annual Report"). Except for historical information, this MD&A contains various forward-looking statements that involve risks, uncertainties and assumptions and other important factors 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 as a result of many factors, including those discussed under "Part I, Item 1A-Risk Factors" and under "Forward-Looking Statements", as well as elsewhere in this Annual Report, any of which could cause the Company's actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. Additionally, you should refer to the "Cautionary Note Regarding Forward-Looking Statements." References within this MD&A to the "Company," "we," "our," and "us," refer to 5E Advanced Materials, Inc. and its subsidiaries.

Overview

5E Advanced Materials, Inc. is a development-stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron derivative materials whose mission is to enable decarbonization, increase food security, and facilitate the domestic supply of critical materials. Our business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of borates, calcium-based co-products, and potentially other byproducts such as lithium carbonate, to downstream advanced boron material processing and development. Our vision is to safely process borates and other industrial minerals through responsible practices and a continuous improvement mindset. We hold 100% of the rights through ownership and lode claims filed with the United States Bureau of Land Management in the 5E Boron Americas (Fort Cady) Complex located in southern California (the "Project") through our wholly owned subsidiary 5E Boron Americas, LLC (formerly Fort Cady (California) Corporation ("5E Boron Americas")). Our Project is underpinned by boron reserves and lithium resource, with the boron being contained in a conventional boron mineral known as colemanite. Our facility was designated as Critical Infrastructure by the U.S. Department of Homeland Security's Cybersecurity and Infrastructure Security Agency in 2022, and boron was added to the U.S. Department of the Interior's 2025 Critical Minerals List on November 7, 2025. We currently operate our small-scale facility (the "SSF") at the Project, which provides data and information necessary for us to ultimately establish a Commercial-Scale Facility (the "Commercial-Scale Facility") at the Project.

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

Recent Developments

Pending Acquisition of Searles Valley Minerals Assets

On September 14, 2026, subsequent to our fiscal year end, we and 5E SVM entered into the Asset Purchase Agreement with SVM, pursuant to which 5E SVM agreed to acquire the SVM Assets in the Acquisition. For a description of the Asset Purchase Agreement, the SVM Assets, the Acquisition, the Chapter 11 Cases and related defined terms, refer to "Corporate History and Reorganization" in Part I, Item 1 of this Annual Report.

The consideration for the Acquisition consists of (i) approximately $3.4 million in cash (less the $0.3 million deposit paid in connection with the signing of the Asset Purchase Agreement), (ii) 8,300,000 shares of our Common Stock and (iii) the Promissory Note, in an aggregate principal amount of approximately $6.2 million, to be issued by 5E SVM, which will accrue paid-in-kind interest at a rate of 14.5% per annum, require a cash payment of approximately $1.2 million on the 24-month anniversary of its issuance and otherwise mature on the fifth anniversary of its issuance. We have guaranteed 5E SVM's obligation to pay the remainder of the cash consideration at Closing and certain of 5E SVM's indemnification obligations to SVM and Nirma. We have also agreed to register the resale of the shares of Common Stock issued in the Acquisition following the Closing.

The consummation of the Acquisition remains subject to customary conditions, including the condition that the Sale Order be entered and must not be subject to a stay, vacatur or reversal. The Closing is also conditioned upon our receipt of $10.0 million in senior secured bridge financing from Nirma or its designated subsidiary pursuant to the Bridge Facility. The Bridge Facility will be

secured by substantially all of 5E SVM's assets, guaranteed by us and will accrue paid-in-kind interest at a rate of 8.00% per annum. A portion of the Bridge Facility will be funded upon the Closing, with the remaining amount to be funded post-Closing upon satisfaction of specified conditions, and the Bridge Facility will mature 270 days after the Closing. The Bridge Facility will also include a $1.0 million transaction fee due at maturity. The Closing is also conditioned upon, with respect to the acquisition of the railroad assets of Trona Railway Company LLC, the receipt of any required authorization from the Surface Transportation Board; if such authorization has not been received at the time of Closing, the transfer of such railroad assets will be deferred until it is obtained. We expect the Closing to occur in early October 2026. Refer to "Risk Factors-Risks Relating to the Pending Acquisition" in Part I, Item 1A of this Annual Report for a discussion of the closing conditions, termination provisions and other risks relating to the Acquisition.

If the Acquisition is consummated, our capital requirements will increase, including the remaining cash consideration payable at Closing, our transaction costs and our working capital and operating requirements of the acquired business, and the Bridge Facility and the Promissory Note will increase our consolidated indebtedness. Refer to Note 17-Subsequent Events in the financial statements included in Part II, Item 8 of this Annual Report for additional information.

Updated Preliminary Feasibility Study, Technical Report Summary

In connection with the filing of this Annual Report, and included as Exhibit 96.1, we issued an updated Preliminary Feasibility Study ("PFS") prepared in accordance with Regulation S-K 1300, which focuses on developing Phase 1 (130,000 short ton per annum boric acid plant) of our Fort Cady Project. We believe the PFS demonstrates a world-class resource, management's firm understanding and direction for the business, which we believe can help position us to achieve profitability, generate cash flow, and reduce risk. The updates predominantly addressed SEC comments we received to revise our disclosures restated to our mineral resources to be inclusive and exclusive of reserves.

Due to the current favorable market backdrop and growing importance of critical materials, we continue to focus primarily on further defining our boron reserves, and to work towards developing our proposed Commercial-Scale Facility for the production of borates, calcium chloride and gypsum. A focus on boron extraction and related end markets is aligned with our mission to become a global leader in enabling industries addressing decarbonization, food security, national defense and production of domestic supply and our focus on high-value-in-use materials and applications.

The PFS was based upon converting approximately 17.5% of our total mineral resource and established approximately 5.1 MSTs of boric acid reserves with an average grade of 7.89% (B2O3) and an initial 37.5 year life of mine utilizing an in-situ leaching mining method. The PFS allows for optionality for future expansion phases to develop the remaining portions of our total resource and future endeavors into value added advanced boron derivatives.

The financial model for the economic analysis included in the PFS was based upon a third-party preliminary market study which evaluated future supply and demand thematics for the boric acid market, as well as capital estimates developed by our EPC firm, Fluor Enterprises, Inc. ("Fluor") and Miocene, Inc. ("Miocene"). The PFS included a capital estimate of approximately $367 million, a 15% contingency of approximately $55 million, and owner's costs of approximately $13 million, for an aggregate capital estimate of approximately $435 million. The capital estimate includes the anticipated costs for a natural gas Combined Heat & Power ("CHP") COGEN facility that will power Phase 1 of the Project. The estimated accuracy range for the capital estimate is ±25%, which is consistent with industry standards for an Association for Advancement of Cost Engineering Class 4 estimate for projects at the PFS stage. Our capital estimate is supported by a comprehensive suite of engineering deliverables, including process flow diagrams, simulation and material balance data, equipment lists, preliminary design documentation, and advanced vendor testing, all of which contribute to a well-substantiated capital cost basis.

While operations have been reduced and been limited, we will continue to operate the SSF in some capacity while we stage gate to FEL-3 engineering for Phase 1 of the commercial-scale complex. FEL-3 engineering is expected to provide the necessary estimates to publish a final feasibility study and reach a final investment and construction decision for Phase 1 of the proposed commercial-scale complex. Based upon progress to date, we are now targeting to reach initial commercial production from Phase 1 in calendar year 2030, but this target may not be achieved and is contingent upon progressing through FEED engineering by January 2027 and securing the necessary financing to commence construction in January 2028.

Although our PFS focused on Phase 1 of commercial production, we have retained optionality for Phase 2 and Phase 3, at which point full operation could include 450,000 short tons of boric acid.

Fiscal Year 2026 Highlights and Future Considerations

Operational Update

During fiscal year 2026, we continued to operate the SSF to generate the data, information and product necessary to advance the engineering of our proposed Commercial-Scale Facility and to support our customer qualification program. We continued to develop our wellfield during the year, including the drilling of horizontal sidetracks from two of our existing injection and recovery wells during the first fiscal quarter; as described below under "Wellfield," we subsequently determined that these horizontal sidetracks were no longer accessible, although the program validated certain technical and operating parameters that we expect to inform our future wellfield design.

We advanced the development of higher-value, boron-derived materials. We produced a stable meta boric acid product, which achieved approximately 80% B2O3 equivalent content in our research and development activities, filed a provisional patent application with the U.S. Patent and Trademark Office ("USPTO") relating to the production process, and continued larger-scale trials and customer sampling to support testing and qualification. We also commenced a ferroboron development program, engaging a dedicated technical lead to direct our research, development and trial programs and identifying two redox-based process routes for laboratory evaluation, with the goal of producing initial samples for evaluation by prospective end users. In August 2026, subsequent to our fiscal year end, we reported that independent X-ray diffraction analysis confirmed the formation of iron boride (Fe2B) in ferroboron samples processed at 1,300°C, with density-based analysis indicating conversion efficiency increasing from approximately 11% at 1,200°C to an average range of approximately 51% to 62% at 1,300°C. We have initiated testing at 1,400°C and are planning an approximately 500-gram batch with a third-party metallurgical processing partner as next steps toward process optimization and the production of samples for prospective customers. We have not entered into any definitive commercial agreements for meta boric acid or ferroboron, and any future commercialization remains subject to successful technical validation, customer qualification, intellectual property development, financing and other factors.

Also during fiscal year 2026, we filed an omnibus provisional patent application with the USPTO covering our proprietary closed-loop in-situ leach mining and production process, including claims relating to boric acid, gypsum, sodium chloride and management of metal impurities. We also filed provisional patents with the USPTO specifically related to our production process for boric acid, our gypsum production process, and the different modes of operation and controls based on the composition of our feed stream.

Commercial Strategy

During fiscal year 2026, we continued to advance our commercial strategy and customer qualification program for the Project. In August 2025, we completed our first international product shipment, delivering boric acid to a customer in Taiwan, which we believe demonstrated our ability to produce and deliver product meeting customer specifications. In March 2026, our senior management completed a customer roadshow involving 12 prospective customers across multiple end markets, including ceramics, insulation, ferroboron, biocidal and pesticidal applications and distribution, that included on-site facility tours and technical discussions regarding product specifications, logistics, qualification pathways and potential commercial structures. As a result of these engagements, multiple prospective customers requested proposals and indicative commercial terms.

In May 2026, we entered into a non-binding offtake heads of agreement with a domestic industrial customer for boric acid, providing for a ten-year term. Subsequent to the end of our fiscal year, we entered into a non-binding indication of interest with a domestic industrial end-user for boric acid and gypsum, contemplating a five-year term, and separately entered into two non-binding offtake heads of agreement with chemical distributors for boric acid, each with an initial five year term and a renewal provision for an additional five years. We believe the progress in our commercial contracting arrangements represents an important step in our customer qualification and project financing readiness efforts and serves as a foundation toward the bankability of the Project. We have continued to engage with prospective customers and have received additional commercial interest, including requests for proposals and indicative terms. Other than the non-binding heads of agreement and indication of interest described above, we have not entered into any definitive offtake or other commercial agreements as a result of these activities, and there can be no assurance that these discussions will result in definitive agreements or on terms acceptable to us.

Lithium Preliminary Economic Assessment

In May 2026, we announced the results of a Preliminary Economic Assessment (the "PEA") evaluating the potential recovery of lithium, in the form of lithium carbonate, as a byproduct from the Project. The PEA is preliminary in nature and is based on a lithium resource that has not been converted to mineral reserves; accordingly, there is no certainty that the results of the PEA will be realized.

We are continuing to evaluate the potential to recover lithium as a byproduct alongside our borates operations as part of our broader development, commercialization and financing strategy.

Wellfield

During July 2025, we drilled horizontal sidetracks from two of our existing vertical injection and recovery wells to evaluate the technical feasibility of deploying horizontal wells within the ore body and to perform further testing to validate that increased downhole heat improved the solubility of the ore. During the quarter ended March 31, 2026, we encountered difficulty with our fiberglass reinforced production tubing in our horizontal sidetracks that we drilled from our existing injection and recovery wells as we applied increasing temperature to our mining operations. In addition, downhole tubing and fiber optic equipment became lodged within one of our horizontal sidetrack wells, and the loss of wellbore continuity in the second sidetrack well led to the inability to access the horizontal portion of the well. Despite losing access to the horizontal portions of the wells, while they were operational, we validated technical and operating feasibility of horizontal wells, injection rates, geologic continuity of the main mineralized horizon, a more consistent head grade relative to vertical wells, and validated materials of construction and future completion designs.

Reduction in Workforce

During April 2026, we undertook a strategic reduction in workforce, which reduced our workforce by approximately one-third, consisting of both employees and contractors, with the goal of aligning our cost structure with our current operational and development priorities. We anticipate that this initiative will reduce our compensation costs by approximately $1.4 million in fiscal year 2027.

Financing Highlights

August 2025 Equity Offering

On August 21, 2025, we entered into an underwriting agreement to issue and sell an aggregate of 2,374,481 shares of our common stock, par value $0.01 per share ("Common Stock") at a price of $3.50 per share (the "August 2025 Equity Offering"). The August 2025 Equity Offering closed on August 25, 2025, and resulted in aggregate net proceeds of approximately $7.4 million after deducting underwriting discounts and commissions, and other offering expenses paid by us. As part of the August 2025 Equity Offering, BEP Special Situations IV LLC ("Bluescape") and Ascend Global Investment Fund SPC, for and on behalf of Strategic SP ("Ascend"), together with Meridian Investments Corporation ("Meridian"), each purchased 100,000 shares of our Common Stock at $3.50 per share, a price per share equal to other investors who purchased shares of the Company's Common Stock in the transaction. Refer to Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details.

December 2025 Warrant Exercise

On December 4, 2025, each of Bluescape, Meridian and Ascend each exercised in full the warrants to purchase shares of our Common Stock that had been issued to them in connection with our March 2025 debt restructuring (the "Restructuring Warrants"), with 10% exercised on a cash basis, and the remaining 90% on a cashless basis (the "December 2025 Warrant Exercise"). In connection with these exercises, we issued an aggregate of 1,067,296 shares of our Common Stock and received approximately $2.0 million in cash proceeds. Following the exercises, no Restructuring Warrants remained outstanding. Refer to Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details.

February 2026 Equity Offering

In February 2026, we completed the issuance and sale of an aggregate of 18,000,000 shares of our Common Stock at a price of $2.00 per share (the "February 2026 Equity Offering"). The February 2026 Equity Offering resulted in aggregate net proceeds of approximately $33.2 million after deducting placement agent fees and other offering expenses paid by us. As part of the February 2026 Equity Offering, Bluescape purchased 4,000,000 shares of our Common Stock at $2.00 per share, the same price per share paid by other investors in the offering. Refer to Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details.

Financing Transactions - Liquidity Considerations and Going Concern

As a pre-revenue development-stage company, we are dependent on debt and equity financing transactions to fund our continued development and operational activities. While we have continued to execute a number of financing transactions, as described under the heading Financing Highlights above, each of which improved our cash position, we continue to operate under a business plan that includes reductions in certain spending, and we will need additional financing to maintain our operations and carry out our planned business objectives. In addition, if the pending Acquisition described under Recent Developments above is consummated, our capital requirements will increase. The receipt of potential funding cannot be considered probable at this time because these plans are not entirely within management's control as of the date of this Annual Report. Therefore, there exists substantial doubt regarding our ability to continue as a going concern. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the aforementioned substantial doubt regarding our ability to continue as a going concern. Refer to the "Going Concern" discussion within Note 1-Description of Company and Summary of Significant Accounting Policies of the financial statements included in Part II, Item 8 of this Annual Report for additional details.

Export-Import Bank of the United States ("EXIM") Financing Initiatives

In September 2024, we received a non-binding Letter of Interest ("LOI") from EXIM. The LOI outlines the potential for the creation of a debt facility of up to $285 million (the "EXIM Loan"), which would be utilized for construction of Phase 1 of our proposed Commercial-Scale Facility. The potential debt funding package would carry a repayment tenor of up to 15 years under EXIM's Make More in America Initiative, a part of a whole-of-government effort to strengthen America's supply chains, support American jobs and boost America's ability to compete with countries like China, especially in sectors critical to national security. We believe the LOI demonstrates a growing awareness and commitment by the U.S. government to securing an integrated boron supply chain.

In late January 2025, our executive management held meetings with representatives of EXIM in Washington, D.C., through which we gained deeper insights into the funding process requirements and expected timetables for EXIM's loan programs, and provided EXIM with additional education on our Project.

We have not yet submitted a formal application to EXIM for the EXIM Loan. A final commitment, if any, must comply with EXIM's policies and eligibility requirements, and will depend on meeting EXIM's underwriting criteria, authorization process, and the finalization and satisfaction of terms and conditions. The LOI does not represent a funding commitment or an indication of financing or project viability, and there is no guarantee that we will secure the EXIM Loan.

In November 2025, we formally submitted an application to EXIM for a $10.0 million funding package (the "EMP Loan") through EXIM's Engineering Multiplier Program ("EMP"). The EMP is designed to finance feasibility studies, pre-construction design, engineering, architectural and environmental services undertaken prior to the commencement of the implementation phase of a physical project, for projects that are anticipated to generate additional exports of U.S. goods and services. We believe the Project and the remaining engineering work needed qualify for a loan under the EMP. We are in regular discussions with EXIM regarding the EMP Loan and continue to advance the application through EXIM's review process. We view the EMP Loan as an opportunity to introduce EXIM to the Project and to help facilitate a more efficient process for the EXIM Loan contemplated by the LOI. There is no guarantee that the EMP Loan will be awarded.

On December 8, 2025, at our 2025 annual meeting of stockholders, our stockholders approved our entry into an agreement (the "Letter Agreement") to issue to Bluescape and Ascend, or their respective affiliates (the "Guarantors"), warrants to purchase up to an aggregate of 2,816,346 shares of our Common Stock at an exercise price of $3.5507 per share (the "EXIM Warrants"), in connection with each Guarantor providing a guarantee or collateral package (the "Guarantee") to EXIM as a condition of EXIM awarding the EMP Loan. On January 7, 2026, we and the Guarantors entered into the Letter Agreement, and we issued the EXIM Warrants. The EXIM Warrants vest and become exercisable only after the Guarantors provide the Guarantee to EXIM, and in an amount equal to the amount guaranteed by such Guarantor. However, the Company is under no obligation to secure any potential EMP Loan with the Guarantee and may pursue other options for security or collateral with EXIM. As of the date of this Annual Report, the EMP Loan has not been awarded and the Guarantee has not been provided; accordingly, the EXIM Warrants have not vested and no shares are issuable thereunder. Refer to Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details.

Reverse Stock Split

On February 14, 2025, following stockholder approval, we effected a 1-for-23 reverse stock split (the "Reverse Stock Split") of our Common Stock. All references to the number of shares and per share amounts of our Common Stock included in this Annual Report have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

Australian Stock Exchange Delisting

Our Common Stock is listed on Nasdaq under the symbol "FEAM." We previously maintained a listing on the Australian Stock Exchange ("ASX") for our CHESS Depositary Interests ("CDIs") under the symbol "5EA." In connection with our voluntary delisting from ASX, trading in the CDIs was suspended on May 26, 2026, and we were removed from the official list of ASX on May 28, 2026. We established voluntary and compulsory sale facilities to facilitate the transition of holders of CDIs who did not elect to convert their CDIs into Common Stock or dispose of their CDIs on the ASX. The Voluntary Sale Facility closed on August 12, 2026, and the Compulsory Sale Facility commenced on August 14, 2026, and the final sales of shares of Common Stock sold under such Compulsory Sale Facility occurred on September 16, 2026. Following completion of the Compulsory Sale Facility process, and remittance of payments due thereunder, the CDI structure will be fully terminated.

Director Changes

On April 13, 2026, we appointed Jonathan Siegler to our Board of Directors as one of Bluescape's designees, replacing Graham van't Hoff in that designee capacity. Mr. van't Hoff continues to serve as Chairman and a director. Mr. Siegler has significant experience in project finance, capital structuring, infrastructure development and transaction execution, which we believe will support the next phase of development and the prospective debt and equity financing for the proposed Commercial-Scale Facility.

Results of Operations

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

* Represents a percentage change greater than ± 300%

Comparison of the years ended June 30, 2026 and 2025

Project expenses

Project expenses include drilling, site preparation, engineering (excluding amounts eligible to be capitalized), testing and sampling, development and testing of our wellfield, hydrology, permits, property taxes, surveys, certain consultants, certain insurance costs, environmental remediation unrelated to our operations to satisfy permit requirements and other expenses associated with further progressing our Project. For the year ended June 30, 2026, Project expenses increased $172 thousand, or 3%, versus the prior fiscal year. The increase was primarily the result of an increase in development costs associated with our commercial wellfield design and testing program ($1.0 million). This increase was offset, to a lesser extent, by decreases in (i) site-related costs ($0.6 million), and (ii) insurance costs ($0.2 million).

Small-scale facility operating costs

Small-scale facility operating costs consist of raw materials, salaries and benefits for employees that are directly responsible for the operation of the SSF and wellfield, and maintenance and upkeep related to the SSF. For the year ended June 30, 2026, Small-scale facility operating costs decreased $1.3 million, or 29%, versus the prior fiscal year. The decrease was primarily the result of decreases in: (i) salaries and benefits for our employees directly responsible for operating the SSF due to a reduction in headcount between periods ($0.8 million), (ii) decreased utilization of raw materials necessary to operate the SSF and produce boric acid and other byproducts ($0.3 million), and (iii) maintenance, upkeep and other costs incurred for the operation of the SSF ($0.2 million).

General and administrative expenses

General and administrative expenses include professional fees, costs associated with marketing, on-going SEC and public company costs, public relations, rent, salaries for administrative personnel, share-based compensation, corporate insurance, certain consultants, investor relations and other expenses. For the year ended June 30, 2026, general and administrative expenses decreased $2.4 million, or 16%, versus the prior fiscal year. The decrease was primarily due to decreases in: (i) professional fees, primarily as a result of incurring incremental legal and accounting fees in the prior fiscal year in connection with the March 5, 2025 transaction which extinguished all of our convertible notes in exchange for equity interest in the Company (the "Exchange Transaction") as well as higher contract accounting service costs in the prior year (combined impact of $0.8 million), (ii) incentive compensation expense, inclusive of share-based compensation and cash incentives, which was partially due to prior year share-based compensation being elevated by the acceleration of certain equity awards in connection with certain employee severance agreements ($0.7 million), (iii) corporate insurance costs ($0.6 million), (iv) other miscellaneous cost-cutting measures across the organization ($0.4 million), (v) severance related costs ($0.2 million), and (vi) decrease in base employee compensation and benefits ($0.1 million). These decreases were offset, to a lesser extent, by an increase in investor relations and marketing costs ($0.4 million). For additional details regarding the Exchange Transaction, refer to Note 7-Debt and Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details.

Impairment expense

During the third fiscal quarter of 2026, after the initial validation of the horizontal sidetracks we drilled from two of our existing injection and recovery wells, we encountered difficulty with our downhole fiberglass reinforced production tubing as we applied increasing temperature to our mining operations. In addition, downhole tubing and fiber optic equipment became lodged within one of the horizontal sidetrack wells, and the loss of wellbore continuity in the second sidetrack well led to the inability to access the horizontal portion of the well. Despite losing access to the horizontal portions of the wells, we validated the technical and operating feasibility of horizontal wells before failure, including injection rates, the geologic continuity of the main mineralized horizon, a more consistent head grade relative to vertical wells, and our materials of construction and future completion designs. The difficulties encountered with the horizontal sidetracks did not impact the previously existing vertical sections of the related wells. We determined that both horizontal sidetracks were fully impaired and had no remaining fair value, and accordingly, the remaining net book value of approximately $1.6 million associated with the horizontal sidetrack wells was written off to impairment expense during the year ended June 30, 2026. There was no comparable activity for the year ended June 30, 2025.

Depreciation and amortization expense

Depreciation and amortization relate to use of our SSF, injection and recovery wells, owned or leased vehicles, buildings and equipment and the accretion of our asset retirement obligations. For the year ended June 30, 2026, depreciation and amortization expense increased $1.4 million, or 7%, versus the prior fiscal year. The increase was primarily due to the combined effect of (i) our

beginning to depreciate $2.1 million of costs incurred for the horizontal sidetracks we drilled from our existing injection and recovery wells during the quarter ended September 30, 2025, and prior to their impairment (refer to the discussion of Impairment expense above), and (ii) the reduction in the useful life of the injection and recovery wells from 5.0 years to 3.75 years to more closely align with our operational and development plans.

Interest income

Interest income is derived from the investment of our excess cash and cash equivalents and reclamation bond deposits in short-term (original maturities of three months or less) investments of highly liquid treasury bills, certificates of deposit and money market mutual funds. For the year ended June 30, 2026, interest income increased $341 thousand, versus the prior fiscal year. Such increase was primarily due to interest income earned on the remaining cash generated by the February 2026 Equity Offering, and to a lesser extent, interest earned on the reclamation bond deposit accounts.

Other income

Other income is primarily derived from the sale of scrap and other materials. For the year ended June 30, 2026, we did not recognize other income from the sale of scrap materials, versus $7 thousand recognized during the prior fiscal year.

Gain (Loss) on extinguishment of debt

The gain on extinguishment of debt incurred for the year ended June 30, 2025 resulted from the Exchange Transaction and the related extinguishment of all indebtedness owed by the Company under an amended and restated note purchase agreement. The Exchange Transaction was accounted for as a troubled debt restructuring. As a result, we derecognized the remaining principal, accrued interest and unamortized discount and debt issuance costs associated with the then outstanding convertible notes of $82.4 million (the "Convertible Notes"), and recognized the fair value of various equity interests issued to the former noteholders, less $5.0 million of proceeds received, at their fair value of $65.1 million. The difference in value between the Convertible Notes and the net fair value of equity interests issued resulted in a gain on extinguishment of debt of $17.3 million. For a complete description of the Exchange Transaction and related equity interests issued to the former noteholders, refer to the discussions in Note 7-Debt and Note 10-Equity in Part II, Item 8 of this Annual Report. There was no comparable activity for the year ended June 30, 2026.

Derivative gain

Derivative gain (loss) results from changes in the fair value of the embedded conversion features relating to degressive issuance provisions originally contained in a May 2024 amended and restated note purchase agreement and subsequently incorporated into and continued under a September 2024 amended and restated note purchase agreement. As a result, these conversion features were deemed to be embedded derivatives requiring bifurcation and separate accounting as stand-alone derivative instruments (the "June 2024 Convertible Note Derivative" and "September 2024 Convertible Note Derivative"). On December 31, 2024, upon the expiration of the degressive issuance conversion features, the June 2024 Convertible Note Derivative and September 2024 Convertible Note Derivative expired and the remaining aggregate fair value of such derivatives of $3.6 million was transferred to additional paid-in capital. Refer to Note 7-Debt and Note 8-Convertible Note Derivatives to the financial statements included in Part II, Item 8 of this Annual Report for additional details. There was no derivative gain (loss) for the year ended June 30, 2026, as the June 2024 Convertible Note Derivative and September 2024 Convertible Note Derivative each expired on December 31, 2024, prior to the beginning of the period.

Interest expense

Interest expense primarily related to interest expense incurred on the Convertible Notes while such notes were outstanding and was net of amounts capitalized to construction-in-progress. We also recognized interest expense for the amortization of debt issuance costs and debt discounts on the Convertible Notes. In connection with the Exchange Transaction on March 5, 2025, all indebtedness owed by the Company under the then effective amended and restated note purchase agreement was extinguished and the recognition of interest expense ceased. For the year ended June 30, 2026, interest expense decreased $6.4 million versus the prior fiscal year. The decrease was due to the extinguishment of the Convertible Notes in March 2025 and the resulting cessation of interest expense thereon.

Other expense

Other expense relates to losses on foreign currency transactions, certain non-income related taxes and penalties. For the year ended June 30, 2026, other expense increased $13 thousand, versus the prior fiscal year. The increase was primarily due to increases in fines and penalties.

Income tax expense

Income tax expense relates to federal, state and foreign taxes levied on our income, subject to the applicable tax codes and regulations. For the year ended June 30, 2026, we did not recognize any income tax expense or benefit, compared to income tax expense of approximately $179 thousand for the year ended June 30, 2025. The prior-year income tax expense was primarily the result of cancellation of debt income recognized as a result of the Exchange Transaction, which was not eligible to be fully offset with accumulated net operating losses subject to limitation or exclusion from income under the applicable tax code. We have recorded a full valuation allowance against our net deferred tax asset.

Liquidity and Capital Resources

Overview

As of June 30, 2026, we had cash and cash equivalents of $19.5 million and working capital of $17.3 million compared to $3.8 million of cash and cash equivalents and a working capital deficit of $1.8 million as of June 30, 2025. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions may exceed insured limits. Market conditions can impact the viability of these institutions.

Our predominant source of cash has been generated through equity financing from issuances of our common stock and equity-linked securities, including our Convertible Notes. Since inception, we have not generated revenues, and as such, have relied on equity financing and equity-linked instruments to fund our operating and investing activities.

During fiscal year 2026, we completed the August 2025 Equity Offering, the December 2025 Warrant Exercise and the February 2026 Equity Offering, each aimed at strengthening our balance sheet and funding mining and SSF operations, wellfield development and the engineering of our proposed Commercial-Scale Facility. During fiscal year 2025, we completed an equity offering during August of 2024, issued the September 2024 Notes and the January 2025 Notes, completed the Exchange Transaction and the related out-of-court restructuring, and completed the March 2025 Subscription and the May 2025 Equity Offering. As a result of the Exchange Transaction in March 2025, all outstanding indebtedness under an amended and restated convertible note agreement was extinguished in exchange for equity interests in the Company, and the related minimum cash covenant was eliminated. Refer to Note 1-Description of Company and Summary of Significant Accounting Policies, Note 7-Debt and Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details of these financing transactions.

A summary of our cash flows for the years ended June 30 follows.

Cash Flows Used For Operating Activities

Net cash used in operating activities for each of the above periods was primarily the result of general and administrative costs (exclusive of share-based compensation), costs incurred in furthering the Project, operating costs of the SSF, and the funding of reclamation bond accounts in satisfaction of certain permit requirements. During the year ended June 30, 2026, we used $19.0 million of cash for operating activities, a decrease of approximately $4.6 million or 19% compared to the comparable period in the prior fiscal year. The decrease in cash used in operations during the current period primarily results from decreases in General and administrative expenses, net of non-cash share-based compensation expense, Small-scale facility operating costs (refer to the discussion of year-over-year changes in General and administrative expenses and Small-scale facility operating costs within Results of Operations above for

additional details), a reduction in contributions to fund reclamation bonds, as well as changes in working capital requirements (exclusive of cash balances), as compared to the prior year.

Cash Flows Used For Investing Activities

Our cash flows used for investing activities primarily relate to wellfield development activities (to the extent allowable to be capitalized), equipment purchases, stage 2 of our front-end loading ("FEL-2") engineering and related vendor testing related to our Commercial-Scale Facility, advanced planning for stage 3 of our front-end loading ("FEL-3") engineering program, and the payment of a settlement to a former construction contractor related to the construction of our SSF. During the year ended June 30, 2026, we used $7.6 million of cash for investing activities, an increase of approximately $5.6 million compared to the prior fiscal year. The increase in cash used in investing activities primarily resulted from the payment of an approximately $4.3 million settlement to a former construction contractor related to the construction of our SSF (refer to Note 4-Properties, Plant and Equipment, Net and Note 14-Commitments and Contingencies) and wellfield development activities, including the horizontal sidetracks we drilled from two of our existing injection and recovery wells. Net cash used in investing activities during the year ended June 30, 2025 primarily related to engineering services for FEL-2 engineering and related vendor testing for our Commercial-Scale Facility.

Cash Flows From Financing Activities

Our cash flows from financing activities primarily relate to equity and equity-linked financing transactions to fund our business and operations. Cash flows provided by financing activities for the year ended June 30, 2026 were the result of (i) approximately $7.4 million of net proceeds received from the August 2025 Equity Offering, (ii) approximately $2.0 million of net proceeds received from the December 2025 Warrant Exercise, and (iii) approximately $33.2 million of net proceeds received from the February 2026 Equity Offering. These net cash inflows were offset by (i) approximately $0.2 million of costs paid in connection with the May 2025 Subscription, and (ii) approximately $0.1 million of taxes paid upon the vesting and release of shares for equity awards.

Cash flows provided by financing activities for the year ended 2025 were the result of (i) approximately $3.0 million of net proceeds received from the August 2024 Equity Offering, (ii) approximately $5.5 million of net proceeds received from the issuance of Convertible Notes in September 2024, (iii) approximately $4.7 million of net proceeds received from the issuance of Convertible Notes in January 2025, (iv) approximately $4.9 million of net proceeds received from an equity subscription in March 2025, after recognition of the related costs and fees related directly to the issuance of the related equity instruments, (v) approximately $6.6 million of proceeds received from an equity offering in May 2025 (exclusive of amounts that remained payable as of June 30, 2025 and were paid in fiscal year 2026), and (vi) approximately $0.2 million of taxes paid upon the vesting and release of shares for equity awards.

Material Cash Requirements

Our material short-term cash requirements include general and administrative expenses including recurring payroll and benefit obligations for our employees, costs necessary to further the engineering of our proposed Commercial-Scale Facility, professional fees, operating costs for the SSF, Project related costs such as property taxes and insurance, payments under certain lease agreements and working capital needs. Our long-term material cash requirements from currently known obligations include future obligations to reclaim, remediate, or otherwise restore properties to a condition that existed prior to our operations, and $3.0 million of purchase order commitments for drilling, services and consultants related to our wellfield development program, raw materials for the operation of the SSF, engineering services and vendor testing related to the design of our proposed Commercial-Scale Facility, environmental testing and other corporate services. In addition, if the pending Acquisition described under Recent Developments above is consummated, we will be required to pay the remaining cash consideration of approximately $3.1 million at Closing, and 5E SVM will issue the Promissory Note in an aggregate principal amount of approximately $6.2 million. The Promissory Note will require a cash payment of approximately $1.2 million on the 24-month anniversary of its issuance, and the Bridge Facility, including the $1.0 million transaction fee, will be payable 270 days after the Closing. Refer to the "Construction in Progress," "Asset Retirement Obligations," "Accounts Payable and Accrued Liabilities," and "Commitments and Contingencies" footnotes in the financial statements included in Part II, Item 8 of this Annual Report for more information on certain of these expenditures and obligations.

Future Capital Requirements and Going Concern

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

Although the August 2025 Equity Offering, the December 2025 Warrant Exercise and the February 2026 Equity Offering improved our cash position, and we continue to operate under a business plan that includes reductions in certain spending, we will need additional financing to maintain our operations and carry out our business objectives. Absent additional financing, we may no longer be able to meet our ongoing obligations, continue operations, or achieve the milestones outlined above.

In addition, on September 14, 2026, we and 5E SVM entered into the Asset Purchase Agreement described above under "-Recent Developments" and in Note 17-Subsequent Events in the financial statements included in Part II, Item 8 of this Annual Report. If the Acquisition is consummated, we will be required to pay the remaining cash consideration of approximately $3.1 million at Closing, and we expect to incur transaction costs and to fund the working capital and operating requirements of the acquired business, each of which will increase our capital requirements. Although the Closing of the Acquisition is conditioned upon our receipt of the $10.0 million Bridge Facility, only a portion of the Bridge Facility will be funded at Closing, with the remainder to be funded post-Closing upon satisfaction of specified conditions, and the Bridge Facility, including a $1.0 million transaction fee, will mature 270 days after the Closing. The closing of the Acquisition is subject to conditions that are not within our control, and the pending Acquisition was not considered a mitigating factor in our evaluation of our ability to continue as a going concern.

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

The receipt of any potential funding cannot be considered probable at this time because these plans are not entirely within our control as of the date of this Annual Report. Therefore, there exists substantial doubt regarding our ability to continue as a going concern for a period of one year after the date of this Annual Report. Even if additional financing is successfully consummated, available liquidity may still not be sufficient to eliminate the aforementioned substantial doubt regarding our ability to continue as a going concern. If the Company is unable to raise additional capital or generate cash flows necessary to fund our operations, we will need to curtail planned activities, discontinue certain operations, or sell certain assets, which could materially and adversely affect our business, financial condition, results of operations, and prospects. Refer to the "Going Concern" discussion within Note 1-Description of Company and Summary of Significant Accounting Policies included in Part II, Item 8 of this Annual Report for more information.

2024 Equity Distribution Agreement

On March 28, 2024, we entered into an equity distribution agreement (the "Equity Distribution Agreement") with Canaccord Genuity LLC and D.A. Davidson & Co. (the "Agents") pursuant to which we may offer and sell up to $15.0 million of shares of our Common Stock from time to time through the Agents, acting as our sales agents, or directly to one or more of the Agents, acting as principal. On August 14, 2025, the Equity Distribution Agreement was terminated pursuant to the terms therein. The Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement. We did not sell any shares of our common stock under the Equity Distribution Agreement.

Related Party Transactions

Certain of our largest stockholders have been a significant source of financing in recent periods. As of June 30, 2026, each of Ascend and Bluescape beneficially owned more than 5% of our outstanding Common Stock and, together with Meridian, is considered a related party. During the year ended June 30, 2026, these related parties participated in several of the financing transactions that improved our cash position, including the August 2025 Equity Offering, the December 2025 exercise of outstanding

warrants and the February 2026 Equity Offering. In each of the equity offerings, these related parties purchased shares at the same price per share as the other participating investors. In January 2026, we issued warrants to purchase up to $10.0 million of shares of our Common Stock to Bluescape and Ascend. Such warrants will be exercisable, if ever, upon such parties providing a guarantee for a potential $10.0 million funding package from the Export-Import Bank of the United States, and for a notional amount of Common Stock equal to the amount guaranteed by such party. The aggregate notional value of these warrants will not exceed $10.0 million, and the maximum number of shares issuable under all such warrants is 2,816,346.

We expect that these stockholders may continue to be a potential source of financing in future periods, although we are under no obligation, and these stockholders are under no obligation, to provide additional financing, and there can be no assurance that any such financing will be available. For additional information regarding these transactions, refer to Note 16-Related Parties in the financial statements included in Part II, Item 8 of this Annual Report.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and allocations 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. Our significant estimates and assumptions may include the estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, asset retirement obligations and share-based compensation. See Note 1-Description of Company and Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8 of this Annual Report for a full description of the critical accounting policies and estimates below, as well as other accounting policies and estimates we make. Below are the most significant policies we apply in preparing our financial statements, which also describe the most significant estimates and assumptions we make in applying these policies.

Asset Retirement Obligations

Our mining, exploration and development 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. We estimate these costs based upon internally generated information and information obtained from outside sources. These estimates are then inflated and discounted based on when the expenditures are expected to be incurred and recorded at fair value as an asset and corresponding liability on our consolidated balance sheet. Because these costs typically extend many years into the future, estimation is difficult and requires judgments that are subject to revisions based upon numerous factors, including inflation, changing technology and the political and regulatory environment in which we operate. Changes in cost estimates, discount rates, timing of abandonment activities or inflation, among others, could have a significant impact on our future results of operations or liquidity. We review our assumptions and estimates of future development and abandonment costs annually, or more frequently if circumstances change. See Note 5-Asset Retirement Obligations to our consolidated financial statements included in Part II, Item 8 of this Annual Report.

Derivative Financial Instruments

We record derivative instruments on our consolidated balance sheet at fair value as either an asset or a liability with changes in fair value recognized currently in earnings. During the year ended June 30, 2025, we recognized two separate derivative instruments, each related to embedded conversion features associated with our Convertible Notes. The valuation methodology used as the basis of determining the amount allocated to the derivative instruments and the related derivative gains was a with-and-without methodology utilizing a binomial lattice model (Level 3). This model required the use of assumptions that were subjective, and had different assumptions been used, the resulting derivative gains and amount reflected as a discount to the respective Convertible Notes could have been materially different. See Note 8-Convertible Note Derivatives to our consolidated financial statements included in Part II, Item 8 of this Annual Report.

Properties, Plant and Equipment

We record properties, plant and equipment at historical cost. Depreciation and amortization expense is provided in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value, whichever is shorter. There is inherent judgment applied in determining an assets useful life, particularly related to the useful life we have assigned to the SSF and its related injection and recovery wells since we do not have a historical basis of comparison for similar assets, and

there are limited comparable projects to utilize in benchmarking. If different useful lives had been used, the resulting depreciation expense recognized may be materially different. We review our assumptions and estimates for the assigned useful lives annually, or more frequently if circumstances change. Expenditures for improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. See Note 4-Properties, Plant and Equipment, Net to our consolidated financial statements included in Part II, Item 8 of this Annual Report. Effective July 1, 2025, the estimated useful life of our injection and recovery wells was revised downward from 5.0 years to 3.75 years to align with our revised operational and development plans.

Impairment of Long-Lived Assets

The carrying amount of our long-lived assets is reviewed for impairment whenever events and circumstances indicate that such assets might be impaired. An asset is considered impaired when the 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. During the year ended June 30, 2026, we recognized an impairment charge of approximately $1.6 million related to the horizontal sidetrack wells. Refer to Note 4-Properties, Plant and Equipment, Net to the financial statements included in Part II, Item 8 of this Annual Report for additional details.

Share-Based Compensation

We apply a fair value-based method of accounting for stock-based compensation, which requires recognition in the financial statements of the cost of services received in exchange for equity awards. Compensation expense is based on the fair value on the grant or modification date and is recognized in our financial statements over the vesting period with a corresponding increase in additional paid-in capital. We utilize the Black-Scholes option-pricing model to measure the fair value of stock options and our stock price on the date of grant for restricted stock units and performance based restricted stock units. See Note 11-Share-Based Compensation to our consolidated financial statements in Part II, Item 8 of this Annual Report for a full discussion of our stock-based compensation.

New Accounting Pronouncements and Requirements

See Note 1-Description of Company and Summary of Significant Accounting Policies and specifically the discussion under the heading Recently Issued and Adopted Accounting Pronouncements to our consolidated financial statements included in Part II, Item 8 of this Annual Report for a discussion of new accounting requirements and related status of our adoption. During the year ended June 30, 2026, we adopted ASU 2023-09, Improvements to Income Tax Disclosures, on a prospective basis. We are currently evaluating the impact of ASU 2024-03, Disaggregation of Income Statement Expenses, which is effective for us beginning with the July 1, 2027 annual reporting period, unless we choose to adopt such standard at an earlier date.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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