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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/22 5E Advanced Materials, Inc. 10-K 6/30/22 84:9.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.80M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-10.14 Material Contract HTML 651K
4: EX-23.1 Consent of Expert or Counsel HTML 23K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
14: R1 Cover Page HTML 95K
15: R2 Consolidated Balance Sheet HTML 115K
16: R3 Consolidated Balance Sheet (Parenthetical) HTML 27K
17: R4 Consolidated Statement of Operations and HTML 107K
Comprehensive Income (Loss)
18: R5 Consolidated Statement of Stockholders' Equity HTML 71K
19: R6 Consolidated Statement of Cash Flows HTML 112K
20: R7 Description of Company and Summary of Significant HTML 70K
Accounting Policies
21: R8 Mineral Rights and Properties, Net HTML 36K
22: R9 Construction in Progress HTML 34K
23: R10 Properties, Plant and Equipment, Net HTML 42K
24: R11 Asset Retirement Obligations and Accrued HTML 39K
Reclamation Liabilities
25: R12 Leases HTML 56K
26: R13 Accounts Payable and Accrued Liabilities HTML 34K
27: R14 Debt HTML 39K
28: R15 Equity HTML 32K
29: R16 Net Loss Per Common Share HTML 28K
30: R17 Share Based Compensation HTML 119K
31: R18 Defined Contribution Plan HTML 27K
32: R19 Commitments and Contingencies HTML 28K
33: R20 Income Taxes HTML 103K
34: R21 Subsequent Events HTML 30K
35: R22 Description of Company and Summary of Significant HTML 117K
Accounting Policies (Policies)
36: R23 Mineral Rights and Properties, Net (Tables) HTML 34K
37: R24 Construction in Progress (Tables) HTML 33K
38: R25 Properties, Plant and Equipment, Net (Tables) HTML 41K
39: R26 Asset Retirement Obligations and Accrued HTML 37K
Reclamation Liabilities (Tables)
40: R27 Leases (Tables) HTML 59K
41: R28 Accounts Payable and Accrued Liabilities (Tables) HTML 34K
42: R29 Debt (Tables) HTML 38K
43: R30 Share Based Compensation (Tables) HTML 124K
44: R31 Income Taxes (Tables) HTML 99K
45: R32 Description of Company and Summary of Significant HTML 42K
Accounting Policies - Additional Information
(Detail)
46: R33 Mineral Rights and Properties, Net - Additional HTML 36K
Information (Detail)
47: R34 Mineral Rights and Properties, Net - Summary of HTML 38K
Mineral Interests and Properties (Detail)
48: R35 Mineral Rights and Properties, Net - Summary of HTML 26K
Mineral Interests and Properties (Parenthetical)
(Detail)
49: R36 Construction in Progress - Summary of Construction HTML 33K
in Progress (Detail)
50: R37 Properties, Plant and Equipment, Net - Summary of HTML 53K
Properties, Plant and Equipment (Detail)
51: R38 Properties, Plant and Equipment, Net - Additional HTML 27K
Information (Detail)
52: R39 Asset Retirement Obligations and Accrued HTML 38K
Reclamation Liabilities - Schedule Of Change In
Asset Retirement Obligation And Balance Of
Reclamation Liabilities Including Asset Retirement
Obligation Non Current (Detail)
53: R40 Asset Retirement Obligations and Accrued HTML 38K
Reclamation Liabilities - Additional Information
(Detail)
54: R41 Leases - Additional Information (Detail) HTML 32K
55: R42 Leases - Summary of leases including short-term HTML 51K
leases (Detail)
56: R43 Leases - Summary of Future Minimum Annual Lease HTML 41K
Payments (Detail)
57: R44 Accounts Payable and Accrued Liabilities - Summary HTML 35K
of Accounts Payable and Accrued Liabilities
(Detail)
58: R45 Debt - Summary of Debt Disclosure (Detail) HTML 36K
59: R46 Debt - Additional Information (Detail) HTML 45K
60: R47 Equity - Additional Information (Detail) HTML 42K
61: R48 Net Loss Per Common Share - Additional Information HTML 29K
(Detail)
62: R49 Share Based Compensation - Summary Of Share-Based HTML 51K
Payment Award, Stock Options, Valuation
Assumptions (Detail)
63: R50 Share Based Compensation - Summary Of Share-Based HTML 50K
Payment Arrangement, Activity (Detail)
64: R51 Share Based Compensation - Summary Of Share Based HTML 41K
Compensation By Share Based Compensation Fair
Value Assumptions Of Equity Instruments Other Than
Options Granted To Consultants (Detail)
65: R52 Share Based Compensation -our share based HTML 40K
compensation expense included in general and
administrative expense (Details)
66: R53 Share Based Compensation -our share based HTML 31K
compensation expense included in general and
administrative expenses (Parenthetical) (Detail)
67: R54 Share Based Compensation -The following table HTML 36K
provides information about stock options
outstanding and exercisable at the end of each
period presented (Details)
68: R55 Share Based Compensation -the activity for our HTML 41K
Incentive Plan (Details)
69: R56 Share Based Compensation -the activity for our HTML 41K
Incentive Plan (Parenthetical) (Detail)
70: R57 Share Based Compensation - Summary of Nonvested HTML 42K
Share Activity (Details)
71: R58 Share Based Compensation - Additional Information HTML 71K
(Detail)
72: R59 Defined Contribution Plan - (Details) HTML 35K
73: R60 Commitments and Contingencies - Additional HTML 26K
Information (Detail)
74: R61 Income Taxes - Schedule of Income before Income HTML 35K
Tax, Domestic and Foreign (Details)
75: R62 Income Taxes - Schedule of Effective Income Tax HTML 52K
Rate Reconciliation (Details)
76: R63 Income Taxes - Schedule of Deferred Tax Assets and HTML 50K
Liabilities (Details)
77: R64 Income Taxes - Summary of Valuation Allowance HTML 26K
(Details)
78: R65 Income Taxes - Additional Information (Detail) HTML 48K
79: R66 Subsequent Events - Additional Information HTML 60K
(Detail)
82: XML IDEA XML File -- Filing Summary XML 150K
80: XML XBRL Instance -- d382761d10k_htm XML 1.28M
81: EXCEL IDEA Workbook of Financial Reports XLSX 119K
10: EX-101.CAL XBRL Calculations -- feam-20220630_cal XML 119K
11: EX-101.DEF XBRL Definitions -- feam-20220630_def XML 489K
12: EX-101.LAB XBRL Labels -- feam-20220630_lab XML 1.08M
13: EX-101.PRE XBRL Presentations -- feam-20220630_pre XML 845K
9: EX-101.SCH XBRL Schema -- feam-20220630 XSD 196K
83: JSON XBRL Instance as JSON Data -- MetaLinks 368± 550K
84: ZIP XBRL Zipped Folder -- 0001193125-22-253257-xbrl Zip 1.23M
| EX-4.1 |
Exhibit 4.1
DESCRIPTION OF SECURITIES
Description of Capital Stock
The following description of our capital stock is a summary. The complete text of our Certificate of Incorporation and Bylaws are each included as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. Our authorized share capital is 200,000,000 divided into 180,000,000 shares of Common Stock, par value of $0.01 per share, and 20,000,000 shares of preferred stock, par value of $0.01 per share (“Preferred Stock”). Immediately after the completion of the Reorganization, based on the number of ABR ordinary shares outstanding as of March 2, 2022, we expect that there will be approximately 41,869,315 shares of our Common Stock issued and outstanding held by approximately 4,053 record holders. As of immediately after the completion of the Reorganization, we expect that no shares of Preferred Stock will be issued and outstanding. The actual number of stockholders will be considerably greater than the number of stockholders of record and will include stockholders who are beneficial owners but whose CDIs or shares of Common Stock are held in street name by brokers and other nominees.
Common Stock
Except as otherwise required by law, as provided in our Certificate of Incorporation or as provided in the resolution or resolutions, if any, adopted by our Board of Directors with respect to any series of the Preferred Stock, the holders of our Common Stock will exclusively possess all voting power. Each holder of shares of Common Stock will be entitled to one vote for each share held by such holder. Subject to the rights of holders of any series of outstanding Preferred Stock, holders of shares of our Common Stock will have equal rights of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by our Board of Directors from time to time out of assets or funds legally available therefor and will have equal rights to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary.
CDIs
CDIs confer the beneficial ownership of our Common Stock on each CDI holder, with the legal title to such securities held by an Australian depositary entity, CHESS Depositary Nominees Pty Ltd. (the “Depositary Nominee”). The Depositary Nominee will be the registered holder of those shares of our Common Stock held for the benefit of holders of CDIs. The Depositary Nominee does not charge a fee for providing this service. Ten CDIs will represent an interest in one share of our Common Stock. Holders of CDIs will not hold the legal title to the underlying shares of our Common Stock to which the CDIs relate, as the legal title will be held by the Depositary Nominee. Each holder of CDIs will, however, have a beneficial interest in the underlying shares in our Common Stock. Each holder of CDIs that elects to vote at a stockholders meeting will be entitled to one vote for every 10 CDIs held by such holder. In order to vote at a stockholder meeting, a CDI holder may:
| • | instruct the Depositary Nominee, as legal owner of the shares of Common Stock, to vote the Common Stock represented by their CDIs to vote the shares of our Common Stock represented by their CDIs in a particular manner. A voting instruction form will be sent to holders of CDIs and must be completed and returned to the share registry for the CDIs prior to a record date fixed for the relevant meeting, or the Voting Instruction Receipt Time, which is notified to CDI holders in the voting instructions included in a notice of meeting; |
| • | inform us that they wish to appoint themselves or a third party as the Depositary Nominee’s proxy with respect to our shares of Common Stock underlying the holder’s CDIs for the purposes of attending and voting at the meeting. The instruction form must be completed and returned to the share registry for the CDI prior to the CDI Voting Instruction Receipt Time; or |
| • | convert their CDIs into shares of our Common Stock and vote those shares at the meeting. The conversion must be undertaken prior to a record date fixed by the Board of Directors for determining the entitlement of members to attend and vote at the meeting. If the holder later wishes to sell their investment on the ASX, it would first be necessary to convert those shares of Common Stock back to CDIs. Further details on the conversion process are set out below. |
Voting instruction forms and details of these alternatives are included in each notice of meeting sent to CDI holders by the Company.
Conversion of CDIs to shares of Common Stock
CDI holders may at any time convert their CDIs to a holding of shares of Common Stock by instructing the share registry for the CDIs, either:
| • | Directly in the case of CDIs held on the issuer sponsored sub-register operated by the Company (holders of CDIs will be provided with a CDI issuance request form to return to the share registry for the CDIs); or |
| • | Through their “sponsoring participant” (usually their broker) in the case of CDIs which are held on the CHESS sub-register (in this case, the sponsoring broker will arrange for completion of the relevant form and its return to the share registry for the CDIs). |
In both cases, once the share registry for the CDIs has been notified, it will arrange the transfer of the relevant number of shares of Common Stock from the Depositary Nominee into the name of the CDI holder in book entry form or, if requested, deliver the relevant shares of Common Stock to their DTC participant in the United States Central Securities Depositary. The share registry for the CDIs will not charge a fee for the conversion (although a fee may be payable by market participants). Holding shares of Common Stock will, however, prevent a person from selling their shares of Common Stock on the ASX, as only CDIs can be traded on that market.
Conversion of shares of Common Stock to CDIs
Shares of Common Stock may be converted into CDIs and traded on the ASX. Holders of shares of Common Stock may at any time convert those shares to CDIs by contacting the Company’s transfer agent. The underlying shares of Common Stock will be transferred to the Depositary Nominee, and CDIs (and a holding statement for the corresponding CDIs) will be issued to the relevant security holder. No trading in the CDIs may take place on the ASX until this conversion.
The Company’s transfer agent will not charge a fee to a holder of shares of Common Stock seeking to convert their shares of Common Stock to CDIs, although a fee may be payable by market participants.
In either case, it is expected that each of the above processes will be completed within 24 hours, provided that the Company’s transfer agent is in receipt of a duly completed and valid request form. No guarantee can, however, be given about the time required for this conversion to take place.
Dividends and Other Shareholder Entitlements
Holders of CDIs are entitled to receive all the direct economic benefits and other entitlements in relation to the underlying shares of Common Stock that are held by the Depositary Nominee, including dividends and other entitlements that attach to the underlying shares of Common Stock.
It is possible that marginal differences may exist between the resulting entitlement of a holder of CDIs and the entitlements that would have accrued if a holder of CDIs held their holding directly as shares of Common Stock. As the ratio of CDIs to Common Stock is not one-to-one, and any entitlement will be determined on the basis of shares of Common Stock rather than CDIs, a holder of CDIs may not always benefit to the same extent (e.g. from the rounding up of fractional entitlements). We will, however, be required by the ASX Settlement Rules to minimize any such differences where legally permissible. If a cash dividend or any other cash distribution is declared in a currency other than Australian dollars, we currently intend to convert that dividend or other cash distribution to which a holder of CDIs is entitled to Australian dollars and distribute it to the relevant holder of CDIs in accordance with their entitlement.
Due to the need to convert dividends from United States dollars to Australian dollars in the above mentioned circumstances, holders of CDIs may potentially be advantaged or disadvantaged by exchange rate fluctuations, depending on whether the Australian dollar weakens or strengthens against the United States dollar during the period between the resolution to pay a dividend and conversion into Australian dollars.
Takeovers
If a takeover bid is made in respect of any of our Common Stock of which the Depositary Nominee is the registered holder, the Depositary Nominee is prohibited from accepting the offer made under the takeover bid except to the extent that acceptance is authorized by the CDI holders in respect of the shares of Common Stock represented by their holding of CDIs.
The Depositary Nominee must accept a takeover offer in respect of shares of Common Stock represented by a holding of CDIs if the relevant holder of CDIs instructs it to do so and must notify the entity making the takeover bid of the acceptance.
Preferred Stock
Our Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, as are stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors. The authority of the Board of Directors with respect to each series of Preferred Stock includes determination of the following:
| • | the designation of the series; |
| • | the number of shares of the series; |
| • | the dividend rate or rates on the shares of that series, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; |
| • | whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of such voting rights; |
| • | whether the series will have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; |
| • | whether or not the shares of that series will be redeemable, in whole or in part, at the option of the Company or the holder thereof and, if made subject to such redemption, the terms and conditions of such redemption, including the date or dates upon or after which they will be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at different redemption rates; |
| • | the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series; |
| • | the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment of shares of that series; |
| • | the restrictions, if any, on the issue or reissue of any additional Preferred Stock; and |
| • | any other relative rights, preferences and limitations of that series. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/28/22 | 8-K | ||
| For Period end: | 6/30/22 | |||
| 3/2/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/27/23 5E Advanced Materials, Inc. 10-K/A 6/30/23 28:14M Donnelley … Solutions/FA 8/30/23 5E Advanced Materials, Inc. 10-K 6/30/23 94:15M Donnelley … Solutions/FA 2/01/23 5E Advanced Materials, Inc. S-1/A 1/31/23 3:90K Donnelley … Solutions/FA 12/13/22 5E Advanced Materials, Inc. S-1/A 12/12/22 93:10M Donnelley … Solutions/FA 10/31/22 5E Advanced Materials, Inc. 10-K/A 6/30/22 14:548K Donnelley … Solutions/FA 10/11/22 5E Advanced Materials, Inc. S-1 80:8.1M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/31/22 5E Advanced Materials, Inc. 8-K:1,2,3,7 8/26/22 12:10M Donnelley … Solutions/FA 2/10/22 5E Advanced Materials, Inc. 10-12B 19:14M Donnelley … Solutions/FA |