5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the
“Company”), a boron and lithium company with U.S. government
Critical Infrastructure designation for its 5E Boron Americas
Complex, today announced that it will hold a conference call for
shareholders and analysts on Tuesday, December 19, 2023 at 5:00pm
EST (9:00am Sydney) to discuss recent company developments,
operational updates and the Company’s recently announced
restructuring support agreement and financing package (the
“Transaction”). The call will be delivered by Susan Brennan, Chief
Executive Officer and Paul Wiebel, Chief Financial Officer of 5E
Advanced Materials, Inc.
Investors, analysts and members of the media
interested in listening to the live presentation are encouraged to
join a webcast of the call, available at
https://www.webcast-eqs.com/FEAM20231214. For those participants
wishing to dial into the call, a participant dial-in is also
available at: Dial-In: 877-407-0989 / +1
201-389-0921. A replay of the webcast will be available on
the Company’s Investor Relations section of its website.
Contingency Considerations
The Company expects to implement the Transaction
and restructuring through an out-of-court restructuring. If the
conditions precedent to the out-of-court restructuring cannot be
timely satisfied, including approval by the Company’s stockholders
of certain proposals, the Company expects to implement the
restructuring through bankruptcy in a pre-packaged Chapter 11 plan.
The Company believes that completing the out-of-court restructuring
will allow it to avoid possible disruptions of the business,
preserve valuable capital and avoid additional expenses, and other
uncertainties that would result from commencing the bankruptcy
cases to effectuate the pre-packaged Chapter 11 plan.
No Offer or Solicitation
This document is for information purposes only,
and is not intended to and does not constitute an offer to sell or
the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of a proxy, consent, or authorization in any
jurisdiction or any vote or approval in any jurisdiction pursuant
to the Transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offering of securities shall be
made except by means of a prospectus in accordance with the
requirements of Section 10 of the Securities Act of 1933, as
amended or an exemption therefrom.
Additional Information and Where to Find
It
This communication may be deemed to be
solicitation material in respect of the Transactions and certain
stockholder approvals required thereby. In connection with the
Transaction, the Company has filed a preliminary proxy statement on
Schedule 14A with the Securities and Exchange Commission (the
“SEC”) and intends to file other relevant materials with the SEC,
including a proxy statement in definitive form. Following the
filing of the definitive proxy statement with the SEC, the Company
will mail the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
Transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRITY ALL RELEVANT
DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED
WITH THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT, WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE TRANSACTION. Copies of the proxy
statement and other relevant materials and any other documents
filed by the Company with the SEC may be obtained free of charge at
the SEC’s website, at www.sec.gov. In addition, stockholders may
obtain free copies of the proxy statement and other relevant
materials by directing a request to: 5E Advanced Materials, Inc.,
9329 Mariposa Road, Suite 210, Hesperia, CA 92344.
Participants in Proxy
Solicitation
The Company and its directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
Company’s stockholders in respect of the Transaction. Information
about the directors and executive officers of the Company is set
forth in its Annual Report on Form 10-K/A filed with the SEC on
October 27, 2023 and the proxy statement filed with the SEC in
connection with the Transaction. Other information regarding the
persons who may be deemed participants in the proxy solicitations
in connection with the Transaction, and a description of any
interests that they have in the Transaction, by security holdings
or otherwise, will be contained in the definitive proxy statement
and other relevant materials to be filed with the SEC regarding the
Transaction when they become available. Stockholders, potential
investors, and other interested persons should read the definitive
proxy statement carefully when it becomes available before making
any voting or investment decisions. You may obtain free copies of
these documents from the sources indicated above.
About 5E Advanced Materials,
Inc.
5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX:
5EA) is focused on becoming a vertically integrated global leader
and supplier of boron specialty and advanced materials,
complemented by lithium co-product production. The Company’s
mission is to become a supplier of these critical materials to
industries addressing global decarbonization, food and domestic
security. Boron and lithium products will target applications in
the fields of electric transportation, clean energy infrastructure,
such as solar and wind power, fertilizers, and domestic security.
The business strategy and objectives are to develop capabilities
ranging from upstream extraction and product sales of boric acid,
lithium carbonate and potentially other co-products, to downstream
boron advanced material processing and development. The business is
based on our large domestic boron and lithium resource, which is
located in Southern California and designated as Critical
Infrastructure by the Department of Homeland Security’s
Cybersecurity and Infrastructure Security Agency.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. All statements other than
statements of historical fact included in this press release
regarding our business strategy, plans, goal, and objectives are
forward-looking statements. When used in this press release, the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “budget,” “target,” “aim,” “strategy,” “estimate,”
“plan,” “guidance,” “outlook,” “intent,” “may,” “should,” “could,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based
on 5E’s current expectations and assumptions about future events
and are based on currently available information as to the outcome
and timing of future events. We caution you that these
forward-looking statements are subject to all of the risks and
uncertainties, most of which are difficult to predict and many of
which are beyond our control, incident to the extraction of the
critical materials we intend to produce and advanced materials
production and development. These risks include, but are not
limited to: our limited operating history in the borates and
lithium industries and no revenue from our proposed extraction
operations at our properties; our need for substantial additional
financing to execute our business plan and our ability to access
capital and the financial markets; our status as an exploration
stage company dependent on a single project with no known
Regulation S-K 1300 mineral reserves and the inherent uncertainty
in estimates of mineral resources; our lack of history in mineral
production and the significant risks associated with achieving our
business strategies, including our downstream processing ambitions;
our incurrence of significant net operating losses to date and
plans to incur continued losses for the foreseeable future; risks
and uncertainties relating to the development of the Fort Cady
project, including our ability to timely and successfully complete
our Small Scale Boron Facility; our ability to obtain stockholder
approval for and successfully implement the Transaction and related
matters on a timely manner or at all; the implementation of and
expected benefits from certain reduced spending measures, and other
risks and uncertainties set forth in our filings with the U.S.
Securities and Exchange Commission from time to time. Should one or
more of these risks or uncertainties occur, or should underlying
assumptions prove incorrect, our actual results and plans could
differ materially from those expressed in any forward-looking
statements. No representation or warranty (express or implied) is
made as to, and no reliance should be place on, any information,
including projections, estimates, targets, and opinions contained
herein, and no liability whatsoever is accepted as to any errors,
omissions, or misstatements contained herein. You are cautioned not
to place undue reliance on any forward-looking statements, which
speak only as to the date of this press release.
For additional information regarding these
various factors, you should carefully review the risk factors and
other disclosures in the Company’s Form 10-K filed on August 30,
2023. Additional risks are also disclosed by 5E in its filings with
the U.S. Securities and Exchange Commission throughout the year,
including its Form 10-K, Form 10-Qs and Form 8-Ks, as well as in
its filings under the Australian Securities Exchange. Any
forward-looking statements are given only as of the date hereof.
Except as required by law, 5E expressly disclaims any obligation to
update or revise any such forward-looking statements. Additionally,
5E undertakes no obligation to comment on third party analyses or
statements regarding 5E’s actual or expected financial or operating
results or its securities.
For further information contact:
Davis Snyder or Joseph
CaminitiAlpha IR GroupFEAM@alpha-ir.comPh: +1 (312) 445-2870 |
J.T. StarzeckiChief Marketing
Officerjstarzecki@5eadvancedmaterials.comPh: +1 (612) 719-5076 |
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