17. Subsequent Events

Asset Purchase Agreement for the Acquisition of Searles Valley Minerals Assets

On June 15, 2026, Searles Valley Minerals Inc., Trona Railway Company LLC and Searles Domestic Water Company LLC (collectively, the “Sellers” and, each, a “Seller”) filed voluntary petitions for relief commencing cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which are being jointly administered for procedural purposes only. On July 7, 2026, the Bankruptcy Court entered an order approving procedures to govern the sale process for certain assets of the Sellers (the “Bidding Procedures”), including, without limitation, the process for the submission of bids by prospective purchasers and the assumption and assignment of executory contracts and unexpired leases. On September 14, 2026, 5E SVM, LLC, a newly formed, wholly owned subsidiary of the Company (“5E SVM”), was selected as the successful bidder for specified assets of the Sellers.

On September 14, 2026, the Company and 5E SVM entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with the Sellers and the other parties named therein, including Nirma Limited (“Nirma”), the ultimate, indirect parent company of the Sellers. At a hearing held on September 15, 2026, the Bankruptcy Court approved the Acquisition under section 363 of the Bankruptcy Code. The order documenting the Bankruptcy Court’s approval of the Acquisition (the “Sale Order”) may be subject to a motion to stay, motion to vacate, or an appeal. Pursuant to the Asset Purchase Agreement, 5E SVM agreed to purchase specified assets of the Sellers (the “SVM Assets”) for consideration consisting of (i) approximately $3.4 million in cash (less the Earnest Money (as defined below)), (ii) 8,300,000 shares of the Company’s Common Stock and (iii) a senior unsecured promissory note in an aggregate principal amount of approximately $6.2 million to be issued by 5E SVM (the “Promissory Note”) for distribution to certain lenders of the Sellers. In connection with 5E SVM’s acquisition of the SVM Assets (the “Acquisition”), 5E SVM also agreed to assume specified liabilities and contracts relating to the SVM Assets (the “Assumed Liabilities”), subject to certain limitations.

The SVM Assets primarily consist of all real property owned by the Sellers, including the Sellers’ Argus, Westend and Trona production facilities and approximately 9,000 acres of Searles Lake brine resources, in each case located in San Bernardino County, California, together with the short-line railroad operated by Trona Railway Company LLC, potable water production and distribution facilities and related on-site utilities, storage, distribution and support infrastructure, as well as specified machinery, equipment, inventory, permits, licenses, contracts, intellectual property and other assets relating thereto. Certain specified assets of the Sellers are excluded from the SVM Assets, including certain cash and cash equivalents of the Sellers and specified contracts and other assets. The Assumed Liabilities primarily consist of liabilities and expenses relating to the SVM Assets, subject to specified limitations.

5E SVM is acquiring the SVM Assets on an “as is, where is” basis. The representations, warranties and pre-Closing covenants of the Sellers contained in the Asset Purchase Agreement will not survive the consummation of the Acquisition (the “Closing”), except with respect to claims based on intentional fraud, and the Asset Purchase Agreement does not provide for indemnification by the Sellers in favor of 5E SVM for any breach thereof. Covenants that by their terms contemplate performance after the Closing will survive in accordance with their terms. Although the SVM Assets are expected to be transferred free and clear of liens, claims and encumbrances pursuant to section 363 of the Bankruptcy Code, certain environmental, reclamation and regulatory obligations applicable to 5E SVM as the post-Closing owner and operator of the SVM Assets are expected to be expressly preserved under the Sale Order and the transfer of the SVM Assets may be subject to additional liabilities that cannot be extinguished in the bankruptcy process.

In connection with the signing of the Asset Purchase Agreement, 5E SVM made a $0.3 million deposit (the “Earnest Money”) to be applied toward the cash consideration payable by 5E SVM upon the Closing. The Earnest Money will be returned to 5E SVM if the Asset Purchase Agreement is terminated, unless it is terminated by the Sellers as a result of 5E SVM’s breach, in which case the Earnest Money will be forfeited and retained by the Sellers. Pursuant to the Asset Purchase Agreement, the Company agreed to guarantee 5E SVM’s obligation to pay the cash consideration and certain of 5E SVM’s indemnification obligations to the Sellers and Nirma.

The Company agreed to register the resale of the shares of Common Stock issuable in the Acquisition following the Closing. The Promissory Note will accrue interest at a rate of 14.5% per annum, which will accrue and be payable in-kind and capitalized quarterly to the principal amount thereof, and will require a cash payment of approximately $1.2 million on the 24-month anniversary of the issuance date but otherwise mature on the fifth anniversary of the issuance date. 5E SVM will have the right to prepay the Promissory Note at any time, in whole or in part, in cash without premium or penalty. The Promissory Note will contain customary representations and certain covenants of 5E SVM, including specified restrictions on 5E SVM’s ability to make restricted payments, subject to exceptions.

The consummation of the Acquisition is subject to customary Closing conditions, including the condition that the Sale Order may not be subject to stay, vacatur or reversal, and the satisfaction of certain requirements under the Bidding Procedures. The Closing is also conditioned upon, with respect to the acquisition of the railroad assets of Trona Railway Company LLC, the receipt of any required authorization from the Surface Transportation Board (the “STB”). If such STB authorization has not been received at the time of Closing, the transfer of such railroad assets will be deferred until such authorization is obtained. Additionally, the Closing is conditioned upon the Company’s receipt of $10.0 million in senior secured bridge financing to be provided by Nirma or its designated subsidiary (the “Bridge Facility”), as well as the satisfaction of Closing conditions applicable to Nirma.

The Bridge Facility will be secured by substantially all of 5E SVM’s assets and guaranteed by the Company and accrue interest at a rate of 8.00% per annum, which will accrue and be payable in-kind and capitalized quarterly to the principal amount thereof. A portion of the Bridge Facility will be funded upon the Closing, with the remaining amount to be funded post-Closing upon satisfaction of specified conditions, and the Bridge Facility will mature 270 days after the Closing. The Bridge Facility will include a $1.0 million transaction fee which will be due at maturity. The Company will have the right to prepay the Bridge Facility at any time, in whole or in part, in cash without premium or penalty. The Bridge Facility will contain customary representations and certain covenants of the Company, including specified restrictions on the Company’s ability to make restricted payments, subject to exceptions, as well as customary indemnification provisions in favor of the lender thereunder.

The Asset Purchase Agreement may be terminated if, among other things, the Closing (other than any deferred closing with respect to specified assets subject to authorization of the STB) has not occurred on or before October 2, 2026 (the “Outside Date”), provided that the Outside Date may be extended to October 16, 2026, by the Sellers, subject to Nirma’s consent, and thereafter by the mutual written consent of the parties. The Company expects the Closing to occur in early October 2026.

The Company has begun to evaluate the accounting for the Acquisition, including the determination of whether the Acquisition will be accounted for as a business combination or as an asset acquisition. Because this evaluation is at a preliminary stage and the initial accounting for the Acquisition is incomplete, the Company is unable to estimate the financial statement effects of the Acquisition at this time.