IONR 20-F Report ended June 30, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

OR

For the fiscal year ended June 30, 2022      

OR

Date of event requiring this shell company report       

For the transition period from      to      

Commission File No. 001-41412

IONEER LTD

(Exact name of Registrant as specified in its charter)

Suite 5.03, Level 5, 140 Arthur Street

North Sydney, NSW 2060, Australia

(Address of principal executive offices)

Bernard Rowe

Managing Director and Chief Executive Officer

61 (2) 9922-5800 (telephone)

Suite 5.03, Level 5, 140 Arthur Street

North Sydney, NSW 2060, AU

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of June 30, 2022: 2,091,299,420 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes  ☐ No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes  ☒ No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes  ☐ No ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP  ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ☐ Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes  ☐ No  ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  ☐ No  ☐

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INTRODUCTION				1
ABOUT THIS ANNUAL REPORT				3
CAUTIONARY NOTE TO UNITED STATES INVESTORS				4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS				5
PRESENTATION OF FINANCIAL INFORMATION				6
Part I.				7
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			7
		A.	Directors and Senior Management	7
		B.	Advisers	7
		C.	Auditors	7
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE			7
	ITEM 3. KEY INFORMATION			7
		A.	[Reserved]	7
		B.	Capitalization and Indebtedness	7
		C.	Reasons for the Offer and Use of Proceeds	7
		D.	Risk Factors	7
	ITEM 4. INFORMATION ON THE COMPANY			23
		A.	History and Development of the Company	23
		B.	Business Overview	32
		C.	Organizational Structure	35
		D.	Property, Plant and Equipment	36
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS			37
		A.	Operating Results	38
		B.	Liquidity and Capital Resources	41
		C.	Research and Development, Patents and Licenses	42
		D.	Trend Information	42
		E.	Critical Accounting Estimates	42
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			43
		A.	Directors and Senior Management	43
		B.	Compensation	46

		C.	Board Practices	52
		D.	Employees	54
		E.	Share Ownership	54
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			55
		A.	Major Shareholders	55
		B.	Related Party Transactions	56
		C.	Interests of Experts and Counsel	56
	ITEM 8. FINANCIAL INFORMATION.			56
		A.	Consolidated Statements and Other Financial Information.	56
		B.	Significant Changes	56
	ITEM 9. THE OFFER AND LISTING			56
		A.	Offer and Listing Details	57
		B.	Plan of Distribution	57
		C.	Markets	57
		D.	Selling Shareholders	57
		E.	Dilution	57
		F.	Expenses of the Issue	57
	ITEM 10. ADDITIONAL INFORMATION			57
		A.	Share Capital	57
		B.	Constitutional Documents	57
		C.	Material Contracts	68
		D.	Exchange Controls	69
		E.	Taxation	69
		F.	Dividends and Paying Agents	77
		G.	Statement by Experts	77
		H.	Documents on Display	77
		I.	Subsidiary Information.	78
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			78
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			78
		A.	Debt Securities.	78
		B.	Warrants and rights.	78
		C.	Other Securities.	78

		D.	American Depositary Shares	78
Part II.				80
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			80
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			80
	ITEM 15. CONTROLS AND PROCEDURES			80
	ITEM 16. [RESERVED]			81
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT			81
	ITEM 16B. CODE OF ETHICS			81
	ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES			81
	ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES			81
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS			81
	ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			82
	ITEM 16G. CORPORATE GOVERNANCE			82
	ITEM 16H. MINE SAFETY DISCLOSURE			82
Part III.				83
	ITEM 17. FINANCIAL STATEMENTS			83
	ITEM 18. FINANCIAL STATEMENTS			83
	ITEM 19. EXHIBITS.			84

•	“ioneer” refers to ioneer Ltd, unless otherwise indicated;

•	“the Company”, “we”, “us”, or “our” refer to ioneer Ltd and its consolidated subsidiaries, through which it conducts its business, unless otherwise indicated;

•	“shares” or “ordinary shares” refers to our ordinary shares;

•	“ADS” refers to the American depositary shares; and

•	“ASX” refers to the Australian Securities Exchange.

•	risks related to our limited operating history in the lithium and boron industry;

•	risks related to our status as a development stage company;

•	risks related to our ability to identify mineralization and achieve commercial mining at the Project;

•	risks related to mining, exploration and mine construction, if warranted, on our properties;

•	risks related to our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities;

•	risks related to investment risk and operational costs associated with our exploration activities;

•	risks related to our ability to access capital and the financial markets;

•	risks related to compliance with government regulations;

•	risks related to our ability to acquire necessary mining licenses, permits or access rights;

•	risks related to environmental liabilities and reclamation costs;

•	risks related to volatility in lithium or boron prices or demand for lithium or boron;

•	risks related to stock price and trading volume volatility;

•	risks relating to the development of an active trading market for the ADSs;

•	risks related to ADS holders not having certain shareholder rights;

•	risks related to ADS holders not receiving certain distributions; and

•	risks related to our status as a foreign private issuer and emerging growth company.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

A.	[Reserved]

B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

D.	Risk Factors

•	the discovery of unusual or unexpected geological formations;

•	accidental fires, floods, earthquakes or other natural disasters;

•	unplanned power outages and water shortages;

•	controlling water and other similar mining hazards;

•	operating labor disruptions and labor disputes;

•	the ability to obtain suitable or adequate machinery, equipment, or labor;

•	our liability for pollution or other hazards; and

•	other known and unknown risks involved in the conduct of exploration and operation of mines.

•	a significant, prolonged decrease in the market prices of lithium or boron;

•	difficulty in marketing and/or selling lithium or boron;

•	significantly higher than expected capital costs to construct our mine;

•	significantly higher than expected extraction costs;

•	significantly lower than expected ore extraction;

•	significantly lower than expected recoveries;

•	significant delays, reductions or stoppages of ore extraction activities;

•	significant delays in achieving commercial operations; and

•	the introduction of significantly more stringent regulatory laws and regulations.

•	adverse economic conditions;

•	adverse general capital market conditions;

•	poor performance and health of the lithium or mining industries in general;

•	bankruptcy or financial distress of unrelated lithium companies or marketers;

•	significant decrease in the demand for lithium; or

•	adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.

•	our ability to develop existing properties;

•	our ability to obtain leases or options on properties;

•	our ability to identify and acquire new exploratory prospects;

•	our ability to continue to retain and attract skilled personnel;

•	our ability to maintain or enter into new relationships with project partners and independent contractors;

•	the results of our development and exploration programs;

•	the market prices for our production;

•	our access to capital; and

•	our ability to enter into sales arrangements.

•	changes or delays in development or exploration activities;

•	actual or expected fluctuations in our prospects or operating results;

•	changes in the demand for, or market prices of, lithium or boron;

•	additions to or departures of our key personnel;

•	fluctuations of exchange rates between the U.S. dollar and the Australian dollar;

•	changes or proposed changes in laws and regulations;

•	changes in trading volume of ADSs on Nasdaq and of our ordinary shares on the ASX;

•	sales or perceived potential sales of the ADSs or ordinary shares by us, our directors, senior management or our shareholders in the future;

•	announcement or expectation of additional financing efforts; and

•	conditions in the U.S. or Australian financial markets or changes in general economic conditions.

•	it did not have jurisdiction;

•	it was not an appropriate forum for such proceedings;

•	applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did not apply to the relationship between holders of our ordinary shares or ADSs and us or our directors and officers; or

•	the U.S. securities laws were of a public or penal nature and should not be enforced by the Australian court.

•	effect service of process within the United States upon certain directors and executive officers or on us;

•	enforce in U.S. courts judgments obtained against any of our directors and executive officers or us in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws;

•	enforce in U.S. courts judgments obtained against any of our directors and senior management or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; or

•	bring an original action in an Australian court to enforce liabilities against any of our directors and executive officers or us based upon U.S. securities laws.

•	the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the United States Securities and Exchange Commission, or SEC) or more;

•	the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;

•	the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or

•

the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the Exchange Act, which would occur in future fiscal years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.

ITEM 4.

INFORMATION ON THE COMPANY

A.	History and Development of the Company

•	Stauffer Chemicals drilling boreholes in the vicinity more than 50 years ago.

•	U.S. Borax drilled 16 holes on the Cave Spring property between 1987 and 1992 and excavated and sampled numerous trenches. U.S. Borax held claims until sometime after 2000, at which time the property was released by U.S. Borax and acquired by Gold Summit Corp.

•	In 2003, our predecessor, Global Geoscience Limited, began exploratory operations in Nevada under the leadership of our current Managing Director, Bernard Rowe.

•

In 2010 and 2011, JOGMEC-American Lithium, after acquiring the property from Gold Summit, resampled existing trenches and drilled a total of 21 diamond core HQ-sized core holes (approximately 16,850 feet) as well as 15 reverse circulation (RC) rotary percussion holes (approximately 12,000 feet) in the South Basin, for a total of nearly 29,000 feet of drilling.

•	In 2015, Boundary Peak Minerals acquired mineral rights to the property prior to its transfer to us in 2016.

•	In 2016, we acquired our initial interest in the Rhyolite Ridge Project under a Mining Lease and Option to Purchase Agreement with Boundary Peak Minerals dated June 3, 2016. We exercised our option to purchase and acquired title to the unpatented mining claims.

•	During 2016 and 2017, we drilled an additional 28 RC holes (17,330 feet) and 3 diamond HQ core holes (about 2,800 feet) at the property, for a total of over 20,000 feet of drilling.

•	During 2017 and 2018, we performed all payment obligations under the mining lease.

•	In October 2018, we completed a Prefeasibility Study (PFS).

•

During 2018 and 2019, we commissioned additional infill drilling to further define the lithium-boron resource at the site, collecting and testing approximately 29,000 feet of additional core and installing one test well, three monitoring wells, and five vibrating wire piezometers. In addition, we signed our first binding offtake agreement for boron.

•	In 2020, we completed a definitive feasibility study which affirmed the Project’s scale, long life and potential to become a low-cost and globally significant producer of both lithium and boron products.

•	During 2021, we announced our first lithium offtake agreement and continued to advance engineering, funding discussions and project permitting.

•

In September 2021, we agreed to enter into the Strategic Partnership with Sibanye-Stillwater to develop the Rhyolite Ridge Project. Under the terms of the agreement, subject to the satisfaction of conditions precedent, Sibanye-Stillwater will contribute US$490 million for a 50% interest in the Joint Venture holding the project, with ioneer maintaining a 50% interest and retaining operatorship.

•	In February 2022, we announced that EcoPro Group, a major Korean battery manufacturer had increased its 3-year lithium offtake volume to 7,000 tpa.

•	In June 2022, our ADSs were listed and commenced trading on Nasdaq.

•	In July 2022, we agreed a binding 5-year offtake agreement with the Ford Motor Company for 7,000 tpa of lithium carbonate.

•	In August 2022, we announced a binding 5-year offtake agreement with Prime Planet Energy & Solutions, Inc. (“PPES”), a joint venture between Toyota Motor Corporation and Panasonic Corporation, for 4,000 tpa of lithium carbonate.

•	Demonstrated potential to become a world-class lithium-boron producer

•	Strategically advantageous location in a tier-one mining jurisdiction with easy access to key US and Asian markets

•	Set to produce two materials essential in a modern world and well-positioned to capitalize on expected electric vehicle demand boom in 2023 and beyond

•	Completed offtake strategy for both boron and lithium production, and obtained significant equity financing, subject to the satisfaction of conditions precedent, via the Strategic Partnership with Sibanye-Stillwater

•	Highly experienced board and management with necessary skills to develop, build and operate a world-class lithium-boron mine

•	Engaged top-tier mining, engineering, processing and environmental partners in Fluor, Golder, Veolia, and SNC Lavalin.

•	Complete required permitting and zoning activities. Though we must obtain several permits, there are three key permits necessary before we can begin construction at Rhyolite Ridge, namely:

•

a Class II Air Quality Permit from the Nevada State Government (Received in June 2021),

•

a Water Pollution Control Permit from the Nevada State Government (Received July 2021); and

•

completion of an environmental review and final decision by the federal government authorizing the use of federal land under the National Environmental Policy Act (“NEPA”).

•	Undertake discussions with potential offtake parties for future sales of lithium and boron products.

•

Lithium – We announced our first lithium offtake agreement on June 30, 2021 with EcoPro, a large Korean battery manufacturer. On February 16, 2022 we announced that EcoPro had exercised an option under the agreement to increase the annual supply volume. Under the agreement, we will deliver 7,000 tonnes per annum (tpa) of lithium carbonate to EcoPro over a three-year term, which we estimate will represent approximately one-third of our projected lithium carbonate production over that period. On July 22, 2022 we announced a five-year binding offtake agreement with the Ford Motor Company for the supply of 7,000 tpa of technical grade lithium carbonate. On August 1, 2022 we announced the signing of a further five-year binding offtake agreement with PPES, a joint venture battery company between Toyota Motor Corporation and Panasonic Corporation.  The agreement is for a total of 4,000 tonnes per annum of lithium carbonate from ioneer’s Rhyolite Ridge Lithium-Boron operation in Nevada and represents approximately 19% of annual output in the first five years of production. In total, the three binding offtake agreements account for approximately 87% of our expected first three years of production of lithium carbonate.

•

Boron – On December 18, 2019, we announced our first binding offtake agreement for the sale of boric acid to Dalian Jinma Boron Technology Group Co. Ltd (“Jinma”) for 105,000 tpa of boric acid which included a distribution agreement for the territories of China and Taiwan. On May 21, 2020, we announced that we had secured two separate boric acid Distribution and Sales Agreements for the supply of boric acid to Kintamani Resources Pte Limited and Boron Bazar Limited. In aggregate, the volume commitments and minimum volume targets in these agreements place 100% of our first year of projected boric acid production, and more than 85% of boric acid production in years two and three. As with our lithium carbonate agreements, we anticipate entering into offtake and other sales agreements with a variety of partners to build a diversified customer base for our boric acid production. We anticipate that our boric acid production will account for approximately 30% of the Project’s revenue.

•

Complete pre-construction engineering. This workstream includes progressing engineering from the DFS phase to the start of the Full Notice to Proceed (“FNTP”) phase; also known as the Engineering, Procurement, and Construction Management (“EPCM”) phase. The key aim of ongoing activities is to be construction ready to support construction mobilization following FNTP award. The FNTP award will be dependent on the receipt of all permitting.

•

Complete required financing activities. The DFS estimated the capital spend to develop the Rhyolite Ridge Project as being US$785 million. We expect to fund this from the following sources: US$490 million of equity contributions from Sibanye-Stillwater to the Joint Venture, debt and existing cash on hand. Sibanye-Stillwater’s obligation to provide its equity contributions is subject to various conditions, including us making an FID regarding the Project, obtaining necessary project permits, and securing debt financing for the Project. The Company has engaged a global investment bank to assist with each of our funding workstreams and is advancing discussions in each area. The Strategic Partnership was announced in September 2021. Debt finance will be dependent on the progress of permitting and offtake discussions, but is advancing. Equity will be sized once the debt discussions are near final.

•

Complete Construction at the Rhyolite Ridge Project. We will commence construction as soon as all permitting is received, funding is in place and the Company makes an FID to construct the Project. Our best current estimate for starting construction is in the first half of calendar year 2023, the construction period is anticipated to be 24 months, meaning we expect to complete the construction of the mine by the first half of calendar year 2025.

•

First production by first half of calendar year 2025. We aim to have our first production by the first half of calendar year 2025 (assuming an FID is taken in the first half of calendar year 2023). We anticipate a 6-month period of ramp-up. At this stage we anticipate producing 20,600 tonnes per annum (tpa) of lithium carbonate in the first 3 years of production and 174,400 tpa of boric acid. In year 3, we anticipate installing a lithium hydroxide plant and producing 22,000 tpa of lithium hydroxide from year 4 onwards and 174,400 tpa of boric acid.

•

Continue our exploration program. Our development of the Rhyolite Ridge Project is situated in the southern basin (the “South Basin”) and all resource and reserve estimates are for the South Basin. Pursuant to our mine plan of operations, we intend to conduct further activities to define additional reserves and resources in the South Basin. We are also currently undertaking technical studies to assess the additional economic potential of the northern basin of Rhyolite Ridge (the “North Basin”) and defining additional reserves and resources.

	Group			Classification			Short Tons (Mt)			Li Grade (ppm)			B Grade (ppm)			Li2CO3 (wt. %)			H3BO3 (wt. %)			Li2CO3 (kt)			H3BO3 (kt)
	Upper Zone M5 Unit			Measured			0.5			2,450			5,450			1.3			3.1			10			20
				Indicated			2.0			1,600			6,550			0.9			3.7			20			70
				Inferred			0.0			0			0			0.0			0.0			0			0
				Total			2.5			1,750			6,350			0.9			3.6			30			90
	Upper Zone B5 Unit			Measured			0.0			1,900			18,050			1.0			10.3			0			0
				Indicated			21.0			1,750			17,250			0.9			9.9			200			2,070
				Inferred			9.0			1,950			15,000			1.0			8.6			90			770
				Total			30.0			1,800			16,600			1.0			9.5			290			2,840
	Upper Zone Total			Measured			0.5			1,900			17,800			1.0			10.2			10			50
				Indicated			23.0			1,750			16,850			0.9			9.6			210			2,220
				Inferred			9.0			1,950			15,000			1.0			8.6			90			770
				Total			32.5			1,800			16,350			1.0			9.4			310			3,040
	Lower Zone L6 Unit			Measured			13.0			1,350			7,700			0.7			4.4			90			570
				Indicated			40.5			1,400			11,600			0.7			6.6			300			2,690
				Inferred			12.5			1,350			12,900			0.7			7.4			90			920
				Total			66.0			1,400			11,100			0.7			6.3			480			4,180
	Total (all zones)			Measured			13.5			1,700			14,550			0.9			8.3			100			590
				Indicated			63.5			1,550			14,150			0.8			8.1			520			4,830
				Inferred			21.5			1,600			13,800			0.9			7.9			180			1,690
				Grand Total			98.5			1,600			14,150			0.8			8.1			800			7,110

1.	Mineral Resources are reported on a dry in-situ basis and are exclusive of Mineral Reserves. Lithium is converted to lithium carbonate (Li2CO3) using a conversion factor of 5.3228 and boron is converted to boric acid (H3BO3) using a conversion factor of 5.7194.

2.

The statement of estimates of Mineral Resources has been compiled by Mr. Jerry DeWolfe, who is a full-time employee of Golder Associates (Golder) and a Professional Geologist (P.Geo.) with the Association of Professional Engineers and Geoscientists of Alberta (APEGA). Mr. DeWolfe has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as defined in S-K 1300.

3.

All Mineral Resources figures reported in the table above represent estimates at January 20, 2020. Mineral Resource estimates are not precise calculations, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Rounding may cause some computational discrepancies.

4.	Mineral Resources are reported in accordance with Regulation S-K, Subpart 1300.

5.

The reported Mineral Resource estimate was constrained by a conceptual Mineral Resource optimized quarry shell for the purpose of establishing reasonable prospects of economic extraction based on potential mining, metallurgical and processing grade parameters identified by mining, metallurgical and processing studies performed to date in the previously prepared PFS report on the project. Key inputs in developing the Mineral Resource quarry shell included a 5,000 ppm boron cut-off grade, Mining cost of US$2.42/short ton plus $0.00163/short ton-vertical foot of haulage plant feed processing and grade control costs of US$41.23/short ton of plant feed boron and lithium recovery of 83.5% and 81.8%, respectively; boric acid sales price of US$635/short ton; lithium carbonate sales price of US$9,072/short ton; and sales/transport costs of US$145/short ton of product.

	Area			Classification			Short Tons2 (Mt)			Li Grade3 (ppm)			B Grade3 (ppm)			Equivalent Grade4						Equivalent Contained Short Tons5
																Li2CO3 (%)			H3BO3 (%)			Li2CO3 (kt)			H3BO3 (kt)
	Stage 1 Quarry			Proved			12.0			2,050			14,950			1.1			8.5			130			1,030
				Probable			0.0			0			0			0.0			0.0			0			0
				Total			12.0			2,050			14,950			1.1			8.5			130			1,030
	Stage 2 Quarry			Proved			20.0			1,800			17,100			1.0			9.8			190			1,950
				Probable			34.5			1,700			14,650			0.9			8.4			310			2,880
				Total			54.5			1,750			15,550			0.9			8.9			500			4,830
	Stage 1 + 2 Quarry			Proved			32.0			1,900			16,250			1.0			9.3			320			2,970
				Probable			34.5			1,700			14,650			0.9			8.4			310			2,880
				Total			66.5			1,800			15,400			1.0			8.8			630			5,850

1.	Mt = million short tons; Li = Lithium; B = Boron; ppm = parts per million; Li2CO3 = Lithium Carbonate; H3BO3 = boric acid; kt = thousand tonnes.

2.	Proven and Probable Reserve Tons have been rounded to the nearest 0.5 Mt. Total Mineral Reserve Tons have been calculated from the unrounded tonnages and rounded to the nearest 0.5Mt.

3.	Lithium (Li) and Boron (B) grades have been rounded to the nearest 50 parts per million (ppm).

4.	Equivalent Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) grades have been rounded to the nearest tenth of a percent.

5.	Equivalent Contained Lithium Carbonate (Li2CO3) and Boric Acid (H3BO3) tonnages for the Proven and Probable Reserve classifications have been rounded to the nearest 10,000 short tons. Total Contained Tons have been calculated from the unrounded tonnages and rounded to the nearest 10,000 short tons.

6.

Mineral Reserves reported on a dry basis delivered to the processing plant stockpile. Lithium is converted to equivalent contained tons of lithium carbonate (Li2CO3) using a stochiometric conversion factor of 5.3228, and boron is converted to equivalent contained tons of boric acid (H3BO3) using a stochiometric conversion factor of 5.7194. Equivalent stochiometric conversion factors are derived from the molecular weights of the individual elements which make up Li2CO3 and H3BO3.

7.

The statement of estimates of Mineral Reserves has been compiled by Mr. Terry Kremmel, who is a full-time employee of Golder Associates Inc. (Golder) and a certified Professional Engineer (PE) in the US and a registered member of the Society for Mining, Metallurgy, & Exploration (SME). Mr. Kremmel has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity that he has undertaken to qualify as a QP as defined in Regulation S-K Subpart 1300.

8.

All Mineral Reserve figures reported in the table above represent estimates at 17 March 2020. The Mineral Reserve estimate is not a precise calculation, being dependent on the interpretation of limited information on the location, shape and continuity of the occurrence and on the available sampling results. The totals contained in the above table have been rounded to reflect the relative uncertainty of the estimate. Mineral Reserves are reported in accordance with the US SEC Regulation S-K Subpart 1300.

9.

The reported Mineral Reserve estimate was constrained by two designed quarries, referred to as the Stage 1 Quarry and Stage 2 Quarry, and includes diluting materials and allowances for losses. All Proven Reserves were derived from the Measured Mineral Resource classification, and all Probable Reserves were derived from the Indicated Mineral Resource classification only. The results of the Mineral Reserve estimate are supported by the outcomes of an economic analysis completed in support of the April 2020 DFS. The QP is satisfied that the stated Mineral Reserves classification of the deposit appropriately reflects the outcome of the technical and economic studies.

10.

Key inputs included a 5,000 ppm boron cut-off grade, Mining cost of US$2.07/short ton plus $0.00163/short ton-vertical foot of haulage plant feed processing and grade control costs of US$41.23/ short ton of plant feed boron and lithium recovery of 83.5% and 81.8%, respectively; boric acid sales price of US$635/short ton; lithium carbonate sales price of US$9,072/short ton; and sales/transport costs of US$145/short ton of product.

•	the last day of the fiscal year during which we have total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;

•	the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;

•	the date on which we have, during the previous three-year period, issued more than US$1,000,000,000 in non-convertible debt; or

•

the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur in future fiscal years if the market value of our ordinary shares and ADSs that are held by non-affiliates exceeds US$700,000,000 as of the last day of our most recently-completed second fiscal quarter.

•	Binding lithium offtake supply agreement between the Company and EcoPro Innovation Co. Ltd, a three-year agreement for a total of 7,000 tpa of lithium carbonate, upon commencement of production.

•	Binding lithium offtake supply agreement between the Company and the Ford Motor Company, a five-year agreement for a total of 7,000 tpa of lithium carbonate, upon commencement of production.

•	Binding lithium offtake supply agreement between the Company and PPES, a joint venture between Toyota Motor Corporation and Panasonic Corporation, a five-year agreement for a total of 4,000 tpa of lithium carbonate, upon commencement of production.

•	Binding boric acid offtake agreement between the Company and Dalian Jinma Boron Technology, a five-year agreement for 105,000 tpa of boric acid, upon commencement of production.

•	Three-year boric acid distribution and sales agreement with Kintamani Resources Pte Limited for certain minimum sales volume targets of boric acid, upon commencement of production.

•	Three-year boric acid distribution and sales agreement with Boron Bazar Limited for certain minimum sales volume targets of boric acid, upon commencement of production.

•	fluctuations in the market prices for lithium or boron;

•	fluctuating supplies of lithium or boron;

•	changes in the demand for, or market prices of, lithium or boron; and

•	mining activities of others.

•	require notice to stakeholders of proposed and ongoing operations;

•	require the installation of pollution control equipment;

•	restrict the types, quantities and concentration of various substances that can be released into the environment in connection with mining or drilling activities;

•	limit or prohibit mining or drilling activities on lands located within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment, including scarce water resources;

•	impose substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts at the Project site; and

•	require preparation of an Environmental Assessment or an Environmental Impact Statement.

•	NEPA, which requires evaluation of the environmental impacts of mining operations that require federal approvals;

•	Clean Air Act, or CAA, and its amendments, which governs air emissions;

•	Clean Water Act, or CWA, which governs discharges to and excavations within the waters of the United States;

•	Safe Drinking Water Act, or SDWA, which governs the underground injection and disposal of wastewater;

•	FLPMA, which governs BLM’s management of the federal public lands;

•	Resource Conservation and Recovery Act, or RCRA, which governs the management of solid waste;

•	Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which imposes liability where hazardous substances have been released into the environment (commonly known as Superfund); and

•

Federal Mine Safety and Health Act, which established the primary safety and health standards regarding working conditions of employees engaged in mining, related operations, and preparation and milling of the minerals extracted, as well as the Occupational Safety and Health Act, which regulates the protection of the health and safety of workers to the extent such protection is not already addressed by the Federal Mine Safety and Health Act.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.	Operating Results

Consolidated Statement of Profit and Loss and Other Comprehensive Income (in thousands)		Fiscal 2022				Fiscal 2021				Fiscal 2020
			A$’000				A$’000				A$’000
Exploration expenditure written off			(24	)			(48	)			(81	)
Other income			—				—				138
Employee benefits expensed			(6,658	)			(5,899	)			(5,063	)
Other expenses			(9,877	)			(3,008	)			(3,250	)
Loss from operating activities			(16,559	)			(8,955	)			(8,256	)
Finance income			4,000				97				2,838
Finance costs			(24	)			(1,468	)			(28	)
Net finance income / (costs)			3,976				(1,371	)			2,810
Loss before tax			(12,583	)			(10,326	)			(5,446	)
Income tax expense			—				—				—
Loss for the year			(12,583	)			(10,326	)			(5,446	)
Loss attributable to equity holders of the company			(12,583	)			(10,326	)			(5,446	)

Consolidated Statement of Financial Position (in thousands)		Fiscal 2022				Fiscal 2021
			A$’000				A$’000
Current assets
Cash assets			136,568				83,078
Receivables			213				359
Total current assets			136,781				83,437
Non-current assets
Receivables			282				266
Plant and equipment			—				3
Right of use asset			356				309
Exploration and evaluation expenditure			171,819				114,375
Total non-current assets			172,457				114,953
Total assets			309,238				198,390
Current liabilities
Payables			12,752				6,630
Lease liabilities			243				251
Provisions			721				375
Total current liabilities			13,716				7,256
Non-current liabilities
Lease liabilities – non-current			126				79
Total non-current liabilities			126				79
Total liabilities			13,842				7,335
Net assets			295,396				191,055
Equity
Contributed equity			337,494				230,730
Reserves			13,892				3,732
Accumulated losses			(55,990	)			(43,407	)
Total equity			295,396				191,055

Expenses incurred (in thousands)		Fiscal 2022				Fiscal 2021				Fiscal 2020
Exploration expenditure written off			(24	)			(48	)			(81	)
Employee benefits expensed			(6,658	)			(5,899	)			(5,063	)
Other expenses			(9,877	)			(3,008	)			(3,250	)
Finance costs			(24	)			(1,468	)			(28	)

•	Employee benefits expense increased A$759,000;

•	Other expenses increased A$6,869,000;

•	Finance income increased A$3,903,000; and

•	Finance costs decreased A$1,444,000.

•	Employee benefits expense increased A$836,000;

•	Finance income decreased A$2,741,000; and

•	Finance costs increased A$1,440,000.

Consolidated Statement of Cash Flows (in thousands)		Fiscal 2022				Fiscal 2021				Fiscal 2020
			A$’000				A$’000				A$’000
Cash flows from operating activities
Payment to suppliers and employees			(15,089	)			(6,487	)			(6,745	)
Interest and other finance costs paid			(7	)			—				(28	)
Net cash flows used in operating activities			(15,096	)			(6,487	)			(6,773	)
Cash flows from investing activities
Expenditure on mining exploration			(36,384	)			(23,677	)			(45,080	)
Purchase of equipment			(4	)			(6	)			(21	)
Interest received			69				39				747
Net cash flows used in investing activities			(36,319	)			(23,644	)			(44,354	)
Cash flows from financing activities
Proceeds from the issue of shares			95,584				80,000				40,000
Proceeds from exercise of options			7,900				—				578
Equity raising expenses			(2,697	)			(3,515	)			(1,799	)
Payments of lease liability			(228	)			(107	)			(103	)
Net cash flows received from financing activities			100,559				76,378				38,676
Net increase (decrease) in cash held			49,144				46,247				(12,451	)
Cash at the beginning of the financial year			83,078				38,268				48,604
Effect of exchange rate fluctuations on balances of cash held in USD			4,346				(1,437	)			2,115
Closing cash carried forward			136,568				83,078				38,268

C.	Research and Development, Patents and Licenses

D.	Trend Information

E.	Critical Accounting Estimates

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

Name		Age		Position
James D. Calaway		64		Executive Chairman
Bernard Rowe		55		Managing Director and Chief Executive Officer
Alan Davies		51		Independent Non-executive Director
Stephen Gardiner		64		Independent Non-executive Director
Rose McKinney-James		70		Independent Non-executive Director
Margaret Walker		70		Independent Non-executive Director
Ian Bucknell		52		Chief Financial Officer & Company Secretary
Ken Coon		61		Vice President of Human Resources
Yoshio Nagai		61		Vice President Commercial Sales & Marketing
Matt Weaver		56		Senior Vice President of Engineering and Operations

B.	Compensation

•	we are currently focused on undertaking exploration, appraisal and development activities;

•	risks associated with developing resource companies whilst exploring and developing projects; and

•	other than profit which may be generated from asset sales, we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of our projects.

•	Fixed: Annual base salary.

•	Variable short-term incentive: annual cash bonus.

•	Variable equity: performance rights granted under shareholder approved equity incentive plans

•	Post-employment benefits: superannuation contributions and similar retirement benefits savings for non-Australian executives.

•	Adequate financial incentives, commensurate with the market to attract and retain suitably qualified and experienced directors to replace existing non-executive directors;

•	Appropriate arrangements to be put in place to ensure a smooth transition on replacement of directors, including a period of overlap if required; and

•	Increases in non-executive directors in the future should it be considered appropriate.