5E Advanced Materials Enters into Agreement to Acquire Certain Assets of Searles Valley Minerals
5E Advanced Materials moves to acquire Searles Valley’s U.S. borate assets, aiming to shift from developer to producing critical minerals company.
Rhea-AI Summary
5E Advanced Materials (FEAM) agreed to acquire specified operating assets of Searles Valley Minerals through a court‑supervised Section 363 bankruptcy sale process in Delaware.
The Specified Assets include borate and other critical mineral production facilities, brine resources, and integrated infrastructure in San Bernardino County, California, including processing plants, on‑site cogeneration, the Trona Railway short‑line railroad, and export logistics to West Coast ports. Consideration totals approximately $3.4 million in cash, 8,300,000 common shares, and a senior unsecured promissory note of about $6.2 million, plus assumed environmental compliance liabilities. 5E expects the Acquisition to convert it from a pre‑revenue developer into an operating critical minerals producer while preserving its Fort Cady project as a long‑term growth resource. Closing is targeted for early October 2026, subject to bankruptcy court approval, Surface Transportation Board authorization for railroad assets, and receipt of $10.0 million in senior secured bridge financing committed by Searles Valley’s principal owner.
Positive
- Acquisition consideration ~$3.4m cash, 8.3m shares, ~$6.2m note
- Bridge financing $10.0m senior secured facility committed by Searles Valley’s principal owner
- Transforms status from pre‑revenue developer to operating critical minerals producer upon closing
- Access to large resource Searles Lake complex with estimated 200‑year resource life
- Diversified product base borates, boric acid, sodium sulfate and salt production platform
Negative
- Share issuance 8,300,000 new common shares as part of consideration, implying dilution
- New debt approximately $6.2m senior unsecured promissory note to be issued
- Assumed obligations specified environmental compliance liabilities taken on with the assets
- Closing risk transaction contingent on bankruptcy court approval and regulatory clearances
- Financing condition deal depends on receipt of $10.0m bridge financing
Key Figures
- Cash consideration
- $3.4 million
- Aggregate acquisition consideration
- Share consideration
- 8,300,000 shares
- 5E common stock issued as acquisition consideration
- Promissory note
- $6.2 million
- Senior unsecured note from a 5E subsidiary
- Bridge financing condition
- $10.0 million
- Senior secured bridge financing required before closing
- Specified asset footprint
- Over 9,000 acres
- Searles Lake, California
- Estimated resource life
- 200-year resource life
- At current extraction rates
- Operating history
- 150-year continuous operating history
- Searles Valley operations
- Expected closing
- Early October 2026
- Subject to stated closing conditions
Key Terms
section 363 regulatory
senior unsecured promissory note financial
chapter 11 regulatory
senior secured bridge financing financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Court-Supervised Acquisition Includes Critical Mineral Production Facilities, Brine Resources and Related Infrastructure in California
HESPERIA, CA / ACCESS Newswire / September 15, 2026 / 5E Advanced Materials, Inc. ("5E" or the "Company") (Nasdaq:FEAM) today announced that it has been selected as the successful bidder and has entered into an agreement to acquire certain assets of Searles Valley Minerals, Inc. ("Searles Valley" and together with its debtor affiliates, the "Debtors") through a court-supervised sale process under Section 363 of the United States Bankruptcy Code (the "Acquisition"). The Acquisition is structured under Section 363 to acquire the operating assets free and clear of the specified legacy liabilities of the Debtors, positioning the business for a clean restart under new ownership.
The assets to be acquired include critical mineral production facilities, brine resources and related infrastructure in San Bernardino County, California (the "Specified Assets"). The aggregate consideration for the Acquisition consists of approximately
Strategic Rationale
- From developer to producer in one step - The Acquisition will transform 5E from a pre-revenue development company into an operating critical minerals producer with established commercial production, an active customer base, and near-term revenue - while preserving the Company's Fort Cady project as its long-dated growth resource.
- A scarce, irreplaceable asset - Searles Valley is one of only two operating borate production complexes in the United States, comprising over 9,000 acres at Searles Lake, California, with an estimated 200-year resource life at current extraction rates and a 150-year continuous operating history.
- Integrated infrastructure that cannot be replicated - The Specified Assets include multiple processing facilities, on-site cogeneration, the Trona Railway short-line railroad connecting to the national rail network, and established logistics to West Coast ports serving Asia-Pacific export markets.
- A multi-product platform - The business produces refined borates (V‑BOR®), boric acid, sodium sulfate, and salt, with identified byproduct expansion opportunities - diversifying 5E from a single-project, single-product profile.
- Domestic supply-chain significance - Boron was added to the U.S. Department of the Interior's Critical Minerals List in 2025. Upon closing, 5E would be the only American-owned producer of borates in the United States, supplying materials essential to defense, energy, and agricultural applications for which no synthetic substitute exists.
5E expects to maintain operations in Trona, California without interruption and retain a meaningful portion of the Searles Valley operating employees.
Paul Weibel, Chief Executive Officer of 5E, stated, "The acquisition of Searles Valley's assets and critical mineral production facilities represents a transformative opportunity for 5E, and will accelerate 5E from a pre-revenue development company to a revenue-generating critical minerals producer. Searles Valley brings established production facilities, infrastructure and a long operating history that complement 5E's large, multi-generational boron resource at Fort Cady. Bringing these assets together has the potential to significantly strengthen 5E's position within the U.S. boron supply chain, establish a platform for meaningful domestic borate production, and to potentially become the second largest borates producer in the Western world. For a decade, America's boron supply has depended on foreign-owned production - With Searles Valley's operating facilities and Fort Cady's multi-generational resource under one American company, 5E now has a path to supply both near-term demand and long-term capacity in a mineral with no substitute. That is the platform we set out to build."
Graham van't Hoff, Chairman of the 5E Board added, "This acquisition will have been achieved through a court-supervised competitive process at a fraction of replacement cost, with a modest cash outlay that preserves the Company's balance sheet. It reflects a disciplined approach to building an American critical materials platform - acquiring irreplaceable operating assets while maintaining the financial flexibility to develop Fort Cady."
Dennis Cruise, President of Searles Valley Minerals, stated, "With this agreement, we have repositioned the business around borates and critical minerals, and combining both companies' assets would strategically position the United States to continue supplying borates and critical minerals for many generations to come - a mineral with no synthetic substitute and very clear near-term supply constraints. During the bankruptcy period we have continued to deliver borates to the market, and we expect an orderly transition on this effort post-closing."
The Debtors are subject to jointly administered chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") under the lead case number 26-10966. The consummation of the Acquisition is subject to customary closing conditions, including approval by the Bankruptcy Court and entry of an order authorizing the sale. The Acquisition is also conditioned upon, among other things, receipt of required authorization from the Surface Transportation Board in connection with the transfer of certain railroad assets, and the Company's receipt of
The Company will host an investor conference call and webcast following the closing of the Acquisition to review the transaction, the acquired operations, and the Company's integration plan. Dial-in and registration details will be announced in advance of the call.
Province, LLC and RBC Capital Markets are acting as financial advisors, Latham & Watkins LLP and Hunton Andrews Kurth LLP are acting as legal counsel to 5E in connection with the Acquisition.
Additional information about the Acquisition is contained in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2026, including a copy of the Asset Purchase Agreement filed as an exhibit thereto.
About 5E Advanced Materials, Inc.
5E Advanced Materials, Inc. (NASDAQ:FEAM) is a development-stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron materials, complemented by calcium-based co-products, and potentially other by-products such as lithium carbonate. The Company's mission is to become a supplier of these critical materials to industries addressing global decarbonization, energy independence, food, national security, and the defense sector. The Company believes factors such as government regulation and incentives focused on domestic manufacturing and supply chains and capital investments across industries will drive demand for end-use applications like solar and wind energy infrastructure, neodymium-iron-boron magnets, defense applications, lithium-ion batteries, and other critical material applications. The business is based on the Company's large domestic boron resource, which is located in Southern California and designated as Critical Infrastructure by the U.S. Department of Homeland Security, and boron was added to the U.S. Department of the Interior's 2025 Critical Minerals List.
Forward Looking Statements
Any forward-looking statements contained in this press release are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as "may," "will," "would," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions, and include, but are not limited to, statements regarding the approval of the asset purchase agreement by the Bankruptcy Court, the expected consummation of the proposed Acquisition, expected revenue generation and financial statement impact and anticipated borate supply and market opportunity. Any forward-looking statements are based on 5E's current expectations, forecasts, and assumptions and are subject to a number of risks and uncertainties that could cause actual outcomes and results to differ materially.
These risks and uncertainties include, among others, the risk that the Bankruptcy Court does not approve the Asset Purchase Agreement or does not enter a sale order (such order, the "Sale Order") in a form acceptable to the Company; the risk that the motion filed by the California Air Resources Board in the Chapter 11 Cases objecting to the sale of the Specified Assets free and clear of certain environmental and regulatory obligations is not resolved in a manner acceptable to the Company; the risk that the Sale Order is subject to objection, appeal, modification, stay or reversal; the risk that the Bankruptcy Court approves an alternative transaction; the risk that the conditions to closing are not satisfied or waived, including conditions relating to required approvals from the Surface Transportation Board; the risk that the bridge financing is not funded on the terms or within the timeframe contemplated; the risk that the Asset Purchase Agreement is terminated, including as a result of the failure to close by the outside date specified therein; and the risk that the Acquisition is not consummated within the anticipated timeframe or at all. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in 5E's most recent Annual Report on Form 10-K and its other reports filed with the SEC. Forward-looking statements contained in this announcement are based on information available to 5E as of the date hereof and are made only as of the date of this release. 5E undertakes no obligation to update such information except as required under applicable law. These forward-looking statements should not be relied upon as representing 5E's views as of any date subsequent to the date of this press release. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of 5E.
For further information contact:
Investor Relations
Brett Maas
Hayden IR, LLC
FEAM@haydenir.com
Ph: +1 (480) 861-2425
Media Relations
Paola Ashton
PRA Communications
team@pracommunications.com
Ph: +1 (604) 681-1407
SOURCE: 5E Advanced Materials, Inc.
View the original press release on ACCESS Newswire
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What specific assets is 5E Advanced Materials acquiring from Searles Valley Minerals?
The Specified Assets comprise critical mineral production facilities, brine resources and related infrastructure in San Bernardino County, California. They include multiple processing facilities, on‑site cogeneration, the Trona Railway short‑line railroad that connects to the national rail network, and established logistics to West Coast ports serving Asia‑Pacific export markets. The business produces refined borates (V‑BOR®), boric acid, sodium sulfate, and salt, with identified byproduct expansion opportunities.
How is the total consideration for the Searles Valley asset acquisition structured?
Total consideration consists of approximately $3.4 million in cash, 8,300,000 shares of 5E common stock, and an approximately $6.2 million senior unsecured promissory note issued by a 5E subsidiary. In addition, 5E will assume specified liabilities related to ongoing environmental compliance obligations associated with the acquired assets.
What conditions must be satisfied before the acquisition of Searles Valley’s assets can close?
Closing is subject to customary conditions, including approval by the United States Bankruptcy Court for the District of Delaware and entry of an order authorizing the sale. It also requires receipt of necessary authorization from the Surface Transportation Board for transfer of certain railroad assets and 5E’s receipt of $10.0 million in senior secured bridge financing committed by Searles Valley’s principal owner, subject to definitive documentation and conditions described in 5E’s Form 8‑K.
When does 5E Advanced Materials expect the Searles Valley asset acquisition to close?
The company expects the acquisition to close in early October 2026, subject to satisfaction of the bankruptcy court, regulatory, and financing conditions associated with the transaction.
What operational impact does 5E anticipate at the Trona, California site after the acquisition?
5E expects to maintain operations in Trona, California without interruption following closing and to retain a meaningful portion of Searles Valley’s operating employees, supporting continuity of borate and critical mineral supply to existing customers.
How does this acquisition affect 5E’s position in the U.S. boron and critical minerals supply chain?
5E states that, upon closing, it would be the only American‑owned producer of borates in the United States, with Searles Valley’s operating complex complementing its Fort Cady boron resource. The company describes this combination as establishing a platform for meaningful domestic borate production and a path to supply both near‑term demand and long‑term capacity for boron, which is on the U.S. Department of the Interior’s 2025 Critical Minerals List.
Will 5E provide additional information to investors about the acquired operations and integration plan?
Following closing of the acquisition, 5E plans to host an investor conference call and webcast to review the transaction details, the acquired operations, and its integration plan. Dial‑in and registration information will be announced prior to the call.