FEAM · 5E Advanced Materials, Inc. · Debt

Additionally, 5E SVM entered into a senior secured promissory note (the “Bridge Facility”) with Karnavati Holdings, Inc. (the “Lender”) on the Closing Date pursuant to the Asset Purchase Agreement, providing for $10.0 million in senior secured bridge financing. The Bridge Facility is secured by substantially all of 5E SVM’s assets and is guaranteed by the Company. The Bridge Facility accrues interest at a rate of 8.00% per annum, which accrues and is payable in-kind and capitalized quarterly to the principal amount thereof. On the Closing Date, 5E SVM received $7.0 million of funding pursuant to the Bridge Facility, with the remaining amount to be funded at a later date upon satisfaction of specified conditions. The Bridge Facility matures 270 days after the Closing Date. The Bridge Facility also includes a $1.0 million transaction fee payable by 5E SVM at maturity. The Company may prepay the Bridge Facility at any time, in whole or in part, in cash without premium or penalty. The Bridge Facility also contains customary covenants of the Company, including specified restrictions on the Company’s ability to make restricted payments, subject to exceptions, as well as customary indemnification provisions in favor of the Lender.

Issuer evidence: On October 1, 2026 (the “Closing Date”), 5E SVM, LLC (“5E SVM”), a wholly owned subsidiary of 5E Advanced Materials, Inc. (the “Company”), completed the previously announced purchase of specified real property, production facilities, brine resources and other assets (collectively, the “Assets”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement” and the transactions contemplated thereunder, collectively, the “Acquisition”) with Searles Valley Minerals Inc., Trona Railway Company LLC and Searles Domestic Water Company LLC (collectively, the “Sellers”) and the other parties named therein.

Supporting evidence: Additionally, 5E SVM entered into a senior secured promissory note (the “Bridge Facility”) with Karnavati Holdings, Inc. (the “Lender”) on the Closing Date pursuant to the Asset Purchase Agreement, providing for $10.0 million in senior secured bridge financing. The Bridge Facility is secured by substantially all of 5E SVM’s assets and is guaranteed by the Company. The Bridge Facility accrues interest at a rate of 8.00% per annum, which accrues and is payable in-kind and capitalized quarterly to the principal amount thereof. On the Closing Date, 5E SVM received $7.0 million of funding pursuant to the Bridge Facility, with the remaining amount to be funded at a later date upon satisfaction of specified conditions. The Bridge Facility matures 270 days after the Closing Date. The Bridge Facility also includes a $1.0 million transaction fee payable by 5E SVM at maturity. The Company may prepay the Bridge Facility at any time, in whole or in part, in cash without premium or penalty. The Bridge Facility also contains customary covenants of the Company, including specified restrictions on the Company’s ability to make restricted payments, subject to exceptions, as well as customary indemnification provisions in favor of the Lender.

Supporting evidence: Additionally, 5E SVM entered into a senior secured promissory note (the “Bridge Facility”) with Karnavati Holdings, Inc. (the “Lender”) on the Closing Date pursuant to the Asset Purchase Agreement, providing for $10.0 million in senior secured bridge financing. The Bridge Facility is secured by substantially all of 5E SVM’s assets and is guaranteed by the Company. The Bridge Facility accrues interest at a rate of 8.00% per annum, which accrues and is payable in-kind and capitalized quarterly to the principal amount thereof. On the Closing Date, 5E SVM received $7.0 million of funding pursuant to the Bridge Facility, with the remaining amount to be funded at a later date upon satisfaction of specified conditions. The Bridge Facility matures 270 days after the Closing Date. The Bridge Facility also includes a $1.0 million transaction fee payable by 5E SVM at maturity. The Company may prepay the Bridge Facility at any time, in whole or in part, in cash without premium or penalty. The Bridge Facility also contains customary covenants of the Company, including specified restrictions on the Company’s ability to make restricted payments, subject to exceptions, as well as customary indemnification provisions in favor of the Lender.

On the Closing Date, 5E SVM purchased the Assets for consideration consisting of (i) approximately $3.4 million in cash (inclusive of a previously paid deposit), (ii) 8.3 million shares (the “Stock Consideration”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) and (iii) a senior unsecured promissory note, issued by 5E SVM for distribution to certain lenders of the Sellers, in an aggregate amount of approximately $6.2 million (the “Promissory Note”). Under the Asset Purchase Agreement, 5E SVM has also agreed to assume specified liabilities and contracts relating to the Assets, subject to certain limitations. In accordance with the Asset Purchase Agreement, the Stock Consideration includes 312,500 shares of Common Stock to be issued at a subsequent date upon satisfaction of specified conditions regarding the Assets, including Sellers’ delivery of specified deeds.

Issuer evidence: On October 1, 2026 (the “Closing Date”), 5E SVM, LLC (“5E SVM”), a wholly owned subsidiary of 5E Advanced Materials, Inc. (the “Company”), completed the previously announced purchase of specified real property, production facilities, brine resources and other assets (collectively, the “Assets”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement” and the transactions contemplated thereunder, collectively, the “Acquisition”) with Searles Valley Minerals Inc., Trona Railway Company LLC and Searles Domestic Water Company LLC (collectively, the “Sellers”) and the other parties named therein.

Supporting evidence: The Promissory Note accrues interest at a rate of 14.5% per annum, which accrues and is payable in-kind and capitalized quarterly to the principal amount thereof. The Promissory Note requires 5E SVM to make a cash payment of approximately $1.2 million on the 24-month anniversary of the Closing Date but otherwise matures on the fifth anniversary of the Closing Date. 5E SVM may prepay the Promissory Note at any time, in whole or in part, in cash without premium or penalty. The Promissory Note also contains customary covenants of 5E SVM, including specified restrictions on 5E SVM’s ability to make restricted payments, subject to exceptions.

Supporting evidence: On the Closing Date, 5E SVM purchased the Assets for consideration consisting of (i) approximately $3.4 million in cash (inclusive of a previously paid deposit), (ii) 8.3 million shares (the “Stock Consideration”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) and (iii) a senior unsecured promissory note, issued by 5E SVM for distribution to certain lenders of the Sellers, in an aggregate amount of approximately $6.2 million (the “Promissory Note”). Under the Asset Purchase Agreement, 5E SVM has also agreed to assume specified liabilities and contracts relating to the Assets, subject to certain limitations. In accordance with the Asset Purchase Agreement, the Stock Consideration includes 312,500 shares of Common Stock to be issued at a subsequent date upon satisfaction of specified conditions regarding the Assets, including Sellers’ delivery of specified deeds.

Supporting evidence: On the Closing Date, 5E SVM purchased the Assets for consideration consisting of (i) approximately $3.4 million in cash (inclusive of a previously paid deposit), (ii) 8.3 million shares (the “Stock Consideration”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) and (iii) a senior unsecured promissory note, issued by 5E SVM for distribution to certain lenders of the Sellers, in an aggregate amount of approximately $6.2 million (the “Promissory Note”). Under the Asset Purchase Agreement, 5E SVM has also agreed to assume specified liabilities and contracts relating to the Assets, subject to certain limitations. In accordance with the Asset Purchase Agreement, the Stock Consideration includes 312,500 shares of Common Stock to be issued at a subsequent date upon satisfaction of specified conditions regarding the Assets, including Sellers’ delivery of specified deeds.