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 is reminding its stockholders of record as of
December 6, 2023 to vote at the upcoming special meeting to be held
on Friday, January 12, 2024 at 10:00 a.m. Pacific Time (being 5:00
a.m. AEDT on Saturday, January 13, 2024).
If you are a holder of record of shares of
Common Stock of the Company, you may direct your vote without
attending the special meeting by following the instructions on the
proxy card to vote by Internet or by telephone, or by signing,
dating, and mailing a proxy card. If you hold your shares in street
name via a broker, bank, or other nominee, you may direct your vote
without attending the special meeting by signing, dating, and
mailing your voting instruction card. Internet or telephonic voting
may also be available. Please see your voting instruction card
provided by your broker, bank, or other nominee for further
details.
Holders of CDIs may direct the depositary
nominee to vote their underlying shares of Common Stock at the
special meeting by completing and returning the CDI Voting
Instruction Form to Computershare Australia, the agent the Company
has designated for the collection and processing of voting
instructions from the Company’s CDI holders. Votes from
holders of CDIs must be received by Computershare Australia by no
later than 5:00 p.m. Pacific Time on Tuesday, January 9, 2024
(being 12:00 noon AEDT on Wednesday, January 10, 2024) (two
business days prior to the date of the Special Meeting) in
accordance with the instructions on the CDI Voting Instruction
Form.
For more information, see the proxy materials,
including the proxy card or voting instruction card/form, delivered
to you in connection with the special meeting of stockholders.
Contingency Considerations
The Company expects to implement the
restructuring transaction described in the proxy materials (the
“Transaction”) 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 Transaction and certain
stockholder approvals required thereby. In connection with the
Transaction, the Company has filed a definitive proxy statement on
Schedule 14A with the Securities and Exchange Commission (the
“SEC”) on December 18, 2023. The Company has mailed the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the Transaction on or about
December 18, 2023. 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 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 definitive proxy statement filed with the
SEC in connection with the Transaction on December 18, 2023. 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, are 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 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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