5E Advanced Materials, Inc.

SUMMARY RISK FACTORS

The following is a summary of the material risks and uncertainties we have identified, which should be read in conjunction with the more detailed description of each risk factor contained below.

Risks Related to Our Business

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We will need to obtain additional financing to continue as a going concern and advance our development and operations.

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We have incurred significant net operating losses since our inception and anticipate the same for the foreseeable future.

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Our future performance is difficult to evaluate because we have no or only a limited operating history.

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Our inability to continue operating the small-scale facility (“SSF”) or complete further technical and economic studies may impact the Project.

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We have invested and plan to continue to invest significant amounts of capital in the Project.

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We have a limited history of mineral production and we may not be able to successfully achieve our business strategies.

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We may be unable to develop or acquire certain intellectual property required to implement our business strategy.

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Third parties may claim that we infringe on their proprietary intellectual property rights.

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All of our business activities are now in the development stage, but may not result in commercial development.

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We are a development stage company and our mineral resource and reserve estimates are subject to significant change.

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Estimates relating to the development of the Project and mine plan are uncertain.

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We depend on a single mining project.

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Our long-term success will depend ultimately on our ability to achieve and maintain profitability.

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Our growth depends upon the continued growth in demand for end use for borates, lithium, and related minerals.

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Our long-term success will depend on our ability to enter into and deliver product under supply agreements.

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If the estimates and assumptions we use for planning are inaccurate, our future growth rate may be adversely affected.

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

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Inadequate infrastructure may constrain our future mining operations.

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Uncertain global economic conditions could have a material adverse effect on our business.

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Our business could be affected by macroeconomic risks.

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Government efforts to combat inflation could lead to higher financing and Project completion costs.

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We are subject to strict laws governing business practices and non-compliance with such laws may be costly.

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Title to mineral properties and related water rights is complex and there is a risk our properties may have title deficiencies.

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We may suffer challenges to our mining claims.

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Restrictions on our ability to obtain, recycle and dispose of water may impact our ability to execute our operations.

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We are subject to various environmental, operational and land-use regulations that could affect our ability to grow.

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The mining industry is historically a cyclical industry and market fluctuations could adversely affect our business.

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

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We face risks relating to mining, exploration and development, and mine construction.

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Mineral exploration and development, such as our proposed operations, are subject to extraordinary risks.

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Our proposed facilities or operations could be adversely affected by natural or human causes outside of our control.

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A shortage of skilled technicians and engineers may further increase our operating costs.

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Changes in U.S. trade policies may increase our construction costs.

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

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Disruptions in production at our proposed facilities may have a material adverse impact on our business.

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Failure by our vendors or suppliers to use legal or ethical business practices may adversely affect our proposed business.

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Competition with and new production of borates and other minerals could adversely affect our business.

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Industry consolidation may result in increased competition.

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We are subject to significant environmental and government regulations and compliance costs are significant.

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We may face increased costs and be subject to liability resulting from the generation and disposal of certain wastes.

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Land reclamation requirements may be burdensome on our financial position.

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The physical consequences of climate change could have a material adverse effect on our properties and operations.

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New or evolving sustainability and climate-related disclosure obligations could result in additional costs of compliance, litigation or reputational risk.

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We are required to obtain, maintain, and renew governmental permits which is often costly and time-consuming.

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Litigation or arbitration proceedings may be commenced against us and adverse rulings may adversely affect our business.

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We are vulnerable to the risks associated with operating in a single geographic region.

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The operation or development of our facilities could be adversely affected by other parties.

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We plan to invest significant amounts of capital in exploration and development activities, which involves uncertainty.

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Our future success depends on the continuing efforts of our management and key employees.

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We will need to increase the size of our organization and we may be unable to manage our growth effectively.

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

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We have experienced significant turnover in our senior management team.

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We may acquire additional businesses or assets, form joint ventures or make investments in other companies.

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We could be subject to information technology system failures, network disruptions, and breaches in data security.

Risks Relating to Our Common Stock and CDIs

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Our largest stockholders control a significant percentage of our voting power and may be able to exert significant control over the direction of our business.

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The exercise of our outstanding warrants will dilute ownership to existing stockholders or may depress our stock price.

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The market price and trading volume of our Common Stock and CDIs may be volatile.

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We incur significant costs as a result of being publicly traded in both the United States and Australia.

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We incur increased costs and effort as a result of operating as a U.S. listed public company.

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An active trading market for our Common Stock and CDIs may not be sustained.

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We do not anticipate paying dividends and capital appreciation, if any, will be your sole source of gain.

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Securities or industry analysts may or may not publish research about our business, which may impact our trading value.

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We are an “emerging growth company” and “smaller reporting company” and have reduced disclosure requirements.

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Internal controls may not be designed correctly or fail affecting investor confidence in us.

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Our Certificate of Incorporation and Bylaws may contain provisions unfavorable to our Common Stock and CDI holders.

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Raising additional capital could adversely affect the voting power or value of our Common Stock and CDIs.

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We have in the past and may again in the future receive a notice of the failure to satisfy a continued listing rule from Nasdaq.

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Sales by our existing shareholders can reduce the market price of our Common Stock and CDIs.

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We are a holding company and depend on our subsidiaries to generate cash to fund our operations and expenses.

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Our Bylaws restrict the forum in which shareholders may obtain a favorable judicial forum for disputes.

CAUTIONARY NOTE REGARDING RESERVES

Unless otherwise indicated, all mineral resource and reserve estimates included in this report 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 (the “SEC Industry Guide 7”) under the Exchange Act. 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 (Title 17, Part 229, Items 601 and 1300 until 1305) of Regulation S-K (“Regulation S-K 1300”) of the Securities Act. 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. Investors are also cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources are guarantees of actual resource amounts or that such amounts will be economically or legally mineable.

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

Incorporated by reference as Exhibit 96.1 to this filing is a Preliminary Feasibility Study and Technical Report Study, dated August 7, 2025 (the “PFS”). The purpose of the PFS is to support the disclosure of mineral resource and reserve estimates for the Project, which are further described in the Business and Properties item of this report. The PFS was prepared in accordance with the SEC’s Mining Disclosure Rules and Regulation S-K Subpart 1300 and Item 601(b)(96) (technical report summary).

UNLESS OTHERWISE EXPRESSLY STATED, NOTHING CONTAINED IN THIS FILING 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.