5E Advanced Materials, Inc. (Nasdaq: FEAM) announced on September 14, 2026, that its subsidiary, 5E SVM, LLC, has entered into an Asset Purchase Agreement to acquire specified assets of Searles Valley Minerals, Inc. and related entities through a court-supervised sale process under Section 363 of the U.S. Bankruptcy Code. The transaction is subject to approval by the U.S. Bankruptcy Court for the District of Delaware.
The acquisition is structured to transfer the operating assets free and clear of specified legacy liabilities. The Specified Assets include real property, production facilities, and approximately 9,000 acres of brine resources located in San Bernardino County, California, as well as the Trona Railway short-line railroad, potable water facilities, and related infrastructure. The Sellers filed for Chapter 11 relief in the District of Delaware on June 15, 2026.
Under the terms of the agreement, 5E SVM will pay consideration consisting of approximately $3.4 million in cash, 8.3 million shares of 5E Advanced Materials common stock, and a senior unsecured promissory note issued by 5E SVM in the aggregate amount of approximately $6.2 million. The promissory note accrues interest at a rate of 14.5% per annum, with interest capitalized quarterly and a cash payment of approximately $1.2 million due on the 24-month anniversary of issuance. The closing is also conditioned upon the Company receiving $10.0 million in senior secured bridge financing from Seller Related Party or its designated subsidiary, which will accrue interest at 8.00% per annum and mature 270 days after closing.
The transaction is expected to close in early October 2026, contingent upon the Bankruptcy Court approving the sale and the receipt of authorization from the Surface Transportation Board for the railroad assets. The Company has agreed to guarantee 5E SVM’s obligation to pay the cash consideration and certain indemnification obligations.
