5E Advanced Materials, Inc.

SUMMARY RISK FACTORS

The following is a summary of the principal risks and uncertainties that make an investment in the Company speculative or risky. The following should be read in conjunction with the more detailed description of risk factors contained within Part I, Item 1A of this Annual Report.

Risks Relating to Our Business

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We will need substantial additional financing to continue as a going concern and advance the Project.

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We have incurred significant losses and expect to incur continued losses for the foreseeable future.

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Our limited operating history makes our future performance difficult to evaluate.

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Our inability to operate the SSF, complete FEL-3 or validate wellfield design could adversely affect the Project.

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We have invested, and expect to continue to invest, significant capital in the Project.

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We have a limited history of mineral production and may not successfully execute our business strategy.

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We may be unable to develop, protect, obtain or acquire intellectual property important to our strategy.

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

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Our development-stage activities may not result in commercial development or profitable operations.

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Our mineral resource and reserve estimates and PFS assumptions are inherently uncertain and subject to change.

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Project development, mine plan, wellfield design, recovery-rate, cost and schedule estimates remain uncertain.

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Customer qualification and non-binding commercial arrangements may not result in binding or bankable offtake agreements.

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Market demand, pricing and market-size assumptions for borates, lithium and co-products may prove inaccurate.

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We depend on a single mining project and a single geographic region.

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Our long-term success depends on achieving profitability and positive cash flow.

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Energy costs, natural gas supply and infrastructure constraints could delay or increase the cost of the Project.

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Macroeconomic conditions, inflation, interest rates, tariffs and trade policies could adversely affect financing and costs.

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Fluctuations in the value of the U.S. dollar relative to other currencies may adversely affect our competitive position, pricing and revenues.

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A shortage of equipment, disruption in our supply chain, production disruptions at our proposed facilities, or failure by our vendors or suppliers to comply with applicable laws and ethical business practices could adversely affect our ability to develop, construct or operate our business.

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Our proposed facilities or operations could be adversely affected by natural disasters, wars, health epidemics or pandemics, or other events outside of our control.

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Title to mineral properties, mining claims and related water rights is complex and may be challenged.

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Restrictions on water sourcing, recycling, disposal, evaporation ponds or solution management could affect operations.

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Environmental, operational, land-use and permitting regulations and requirements could impede, prevent, delay or limit Project development.

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Waste management, reclamation and closure obligations may result in significant costs and liabilities.

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Physical climate risks and evolving sustainability or climate disclosure obligations could increase costs.

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Litigation, arbitration or regulatory proceedings could adversely affect our business.

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Local communities and other stakeholders may affect development or operation of the Project.

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Exploration and development activities involve uncertainty and may not produce profitable results.

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Our future success depends on key personnel, skilled labor and our ability to scale our organization.

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Our directors and officers may have conflicts of interest.

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Acquisitions, joint ventures, strategic alliances or investments may be unsuccessful.

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Compliance with ever-evolving federal and state laws and other requirements relating to the processing of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

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Information technology system failures, network disruptions and breaches in data security – including as a result of artificial intelligence – could adversely affect us.

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Competition from established producers and new entrants, and further industry consolidation, could adversely affect our business, financial condition and results of operations.

Risks Relating to Our Common Stock

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Our largest stockholders control a significant percentage of our voting power.

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Outstanding warrants and future securities issuances could dilute existing stockholders.

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We incur significant costs as a U.S.-listed public company.

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We do not anticipate paying dividends for the foreseeable future.

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Securities or industry analyst coverage may adversely affect our trading value.

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Our status with the SEC as an Emerging Growth Company and Smaller Reporting Company allows reduced disclosure, which may make our Common Stock less attractive.

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Internal control or disclosure-control failures could affect investor confidence.

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Anti-takeover provisions and exclusive-forum provisions may limit stockholder rights.

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Future capital raising may substantially dilute stockholders or adversely affect our Common Stock.

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Failure to satisfy Nasdaq continued listing standards could result in delisting.

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Sales of our Common Stock could reduce its market price.

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

Risks Relating to the Pending Acquisition

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The pending Acquisition and additional businesses or assets we may acquire, joint ventures we may form or investments in other companies we may make in the future may be unsuccessful and may harm our operating results and prospects.

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The Acquisition is subject to closing conditions and may not be completed, and the Asset Purchase Agreement may be terminated in accordance with its terms.

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The consideration payable under the Asset Purchase Agreement is fixed and will not be adjusted based on our performance.

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The Acquisition will involve substantial costs.

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Our stockholders may not realize a benefit from the Acquisition commensurate with the ownership dilution they will experience in connection with the Acquisition.

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SVM is currently not a U.S. public reporting company and the obligations associated with integrating the operations related to the SVM Assets into a public company may require significant resources and management attention.

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We anticipate our indebtedness will increase upon completion of the Acquisition and may have the effect of heightening other risks we now face.

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 33-10570, Modernization of Property Disclosure for Mining Registrants, 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 subpart 1300 (Title 17, Part 229, Items 601 and 1300 through 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 requires 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. 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 Annual Report on Form 10-K:

Incorporated by reference as Exhibit 96.1 to this filing is a Preliminary Feasibility Study and Technical Report Summary, dated September 17, 2026 (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 THE SECURITIES EXCHANGE COMMISSION REGULATION S-K.