5E Advanced Materials (FEAM) M&A announcement summary

Deal rationale and strategic fit

• Completed Section 363 acquisition shifts a pre-revenue developer to revenue-generating U.S. boron and critical-minerals production, combining Searles Valley with Fort Cady.

• Adds three processing sites, rail, water, power, mineral rights and an experienced workforce; Searles produced over 1 million short tons of borates, salt and other industrial minerals in FY26.

• Searles Lake is 129 miles from Fort Cady, supporting an integrated Southern California boron platform and domestic supply of critical minerals.

• Soda ash operations were shut down before closing; borates are now the core business, with production to be repriced and rebuilt.

Financial terms and conditions

• Consideration included $3.4M cash, 8.3M common shares, a $6.2M unsecured five-year note and specified liabilities; total consideration was cited at ~$22.9M.

• The note carries 14.5% annual PIK interest; 312,500 shares are to be issued later upon specified conditions.

• A $10M senior secured bridge facility provided $7M at closing; the remaining $3M is subject to funding conditions. Peak pre-financing capital need was estimated at ~$24M in the first post-acquisition year.

• Acquisition closed October 1, 2026; perimeter includes three processing facilities on 9,000+ acres, Trona Railway and Searles Domestic Water.

Synergies and expected cost savings

• Base plan combines market-based pricing, a reset cost base and staged production recovery; steady-state consolidated Adjusted EBITDA target is ~$40M by Year 4.

• Year 1 V-BOR netbacks are modeled at >65% above legacy contracted pricing; each $100/st change in borate pricing is expected to yield $8M–$14M annual Adjusted EBITDA.

• Full grid decoupling is expected to reduce annual OpEx by ~$13.8M for ~$0.5M CapEx; natural-gas operations and the soda-ash exit also reduce fixed-cost and CO2 exposure.

• New contracting was expected to add $22M in V-BOR revenue versus base plan, with roughly two-thirds of production contracted and sales shifting toward higher-value products.