5E Advanced Materials Inc

DEF 14A 15e_special_proxy_jan_202.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on March 4, 2025

Dear Fellow Stockholders:

On behalf of our Board of Directors (the “Board of Directors”) and management, I am pleased to invite you to the Special Meeting of Stockholders (the “Special Meeting”) of 5E Advanced Materials, Inc. (“5E,” “we,” or the “Company”), which will be held on March 4, 2025, at 1:00 p.m. Pacific time (being 8:00 a.m. AEDT on March 5, 2025). To increase access for all of our stockholders, the Special Meeting will be online and a completely virtual meeting of stockholders. You may attend, vote, and submit questions during the Special Meeting via the live webcast on the Internet at meetnow.global/MLYYWP9. You will not be able to attend the Special Meeting in person, nor will there be any physical location.

We are holding the Special Meeting in connection with a proposed restructuring and recapitalization of our outstanding senior secured convertible promissory notes (the “Notes”), which, among other things, will result in all of our outstanding Notes being exchanged for newly issued shares of our Common Stock, $0.01 par value per share (the “Common Stock”) to the holders of the Notes (the “Noteholders”). This transaction is a crucial step to strengthen and simplify the Company’s balance sheet, support compliance with applicable Nasdaq listing rules and maintain the listing of our Common Stock on Nasdaq, fund our next phase of development, and ultimately construct and operate the proposed commercial-scale facility to produce boric acid. We intend to implement the restructuring and recapitalization through an out-of-court process. If the conditions precedent to the out-of-court process cannot be timely satisfied, including approval by our stockholders of certain proposals at the Special Meeting as described below, we will implement a restructuring through bankruptcy in a Pre-Packaged Chapter 11 Plan. Each of the out-of-court process and the Pre-Packaged Chapter 11 Plan are defined and described in more detail in the enclosed Proxy Statement. We believe that completing the out-of-court process will allow us to advance the stated objectives of the Company and avoid possible disruptions of our business, additional expenses, and other uncertainties that would result from commencing the bankruptcy cases under the Pre-Packaged Chapter 11 Plan. Furthermore, under the Pre-Packaged Chapter 11 Plan, the equity interests of our stockholders will be extinguished in their entirety. Therefore, your vote on the proposals at the Special Meeting is very important.

The Special Meeting will be held for the following purposes:

to approve, for purposes of complying with the Nasdaq Listing Rules and the ASX Listing Rules, and for all other purposes, (a) the issuance of 312,490,076 shares of our Common Stock to the Noteholders upon exchange of all of our outstanding Notes, and (b)(i) the issuance and sale to the Noteholders of $5.0 million of Common Stock at the price per share described in this Proxy Statement and (ii) the issuance to the Noteholders of warrants to purchase up to $20.0 million of Common Stock at the exercise price described in this Proxy Statement (the “Share Issuance Proposal”);

to approve the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (the “Equity Plan Proposal”);

to approve, for the purposes of ASX Listing Rule 10.14 and for all other purposes, of the participation by each of (1) Graham van’t Hoff; (2) Barry Dick; (3) Bryn Jones; and (4) Curt Hebert in the Company’s 2022 Equity Compensation Plan (the “ASX Director Compensation Proposals”);

to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Share Issuance Proposal, the Equity Plan Proposal or the ASX Director Compensation Proposals (the “Adjournment Proposal”); and

to consider and transact such other business as may properly come before the Special Meeting.

The out-of-court process will be consummated only if the Share Issuance Proposal and the Equity Plan Proposal are approved by our stockholders. The ASX Director Compensation Proposals are each conditioned on approval of the Share Issuance Proposal and the Equity Plan Proposal. The Adjournment Proposal is not conditioned upon the approval of any other Proposal. Each of these Proposals is more fully described in the Proxy Statement, which each stockholder is encouraged to read carefully and in its entirety.

The Company’s Board of Directors recommends that the stockholders vote “FOR” each of the Proposals.

Only stockholders of record at the close of business on January 27, 2025, are entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. Holders of CHESS Depositary Interests (“CDIs”) of the Company at that time will be entitled to receive notice of, and to attend as guests (but not vote at) the Special Meeting. We are committed to ensuring our stockholders have the same rights and opportunities to participate in the Special Meeting as if it had been held in a physical location. As further described in the proxy materials for the Special Meeting, you may attend the Special Meeting via the live webcast on the Internet at meetnow.global/MLYYWP9. You may vote by telephone, Internet, or mail prior to the Special Meeting. While we encourage you to vote in advance of the Special Meeting, you may also vote and submit questions relating to meeting matters during the Special Meeting (subject to time restrictions). To be admitted to the Special Meeting at meetnow.global/MLYYWP9, you must enter the 15-digit control number found on your proxy card. Holders of CDIs wishing to attend the Special Meeting will need to do so as guests.

On or about February 4, 2025, we will begin to mail to certain stockholders this Proxy Statement, and instructions on how to vote online. The Proxy Statement is available at www.edocumentview.com/FEAM.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on March 4, 2025. The Proxy Statement for the Special Meeting is available at www.edocumentview.com/FEAM. Your vote is very important. You may vote at the virtual meeting or by proxy. Whether or not you plan to virtually attend the Special Meeting, we encourage you to review the proxy materials and submit your proxy or voting instructions as soon as possible. You may vote your proxy by telephone or Internet (instructions are on your proxy card, and voter instruction form, as applicable) or by completing, signing, and mailing the enclosed proxy card in the enclosed envelope. Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the Special Meeting by completing the CDI Voting Instruction Form.