Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Aug. 29, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Entity Registrant Name | 5E ADVANCED MATERIALS, INC. | |||
Entity Central Index Key | 0001888654 | |||
Document Annual Report | true | |||
Document Period End Date | Jun. 30, 2023 | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Current Fiscal Year End Date | --06-30 | |||
Document Transition Report | false | |||
Securities Act File Number | 001-41279 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 87-3426517 | |||
Entity Address, Address Line One | 9329 Mariposa Road | |||
Entity Address, Address Line Two | Suite 210 | |||
Entity Address, City or Town | Hesperia | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 92344 | |||
City Area Code | 442 | |||
Local Phone Number | 221-0225 | |||
Title of 12(b) Security | Common Stock, $0.01 par value | |||
Trading Symbol | FEAM | |||
Security Exchange Name | NASDAQ | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | true | |||
Entity Shell Company | false | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Public Float | $ 304.4 | |||
Entity Common Stock, Shares Outstanding | 44,218,406 | |||
Auditor Name | PricewaterhouseCoopers LLP | BDO USA, LLP | ||
Auditor Firm ID | 238 | 243 | ||
Auditor Location | Denver, Colorado | Spokane, Washington |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 20,323 | $ 31,057 |
Prepaid expenses and other current assets | 1,808 | 1,506 |
Total current assets | 22,131 | 32,563 |
Mineral rights and properties, net | 7,637 | 8,364 |
Construction in progress | 67,553 | 25,625 |
Properties, plant and equipment, net | 3,056 | 2,871 |
Reclamation bond deposit | 309 | 1,086 |
Right of use asset | 207 | 371 |
Other assets | 6 | 6 |
Total assets | 100,899 | 70,886 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 8,728 | 7,212 |
Lease liabilities, current | 136 | 164 |
Total current liabilities | 8,864 | 7,376 |
Long-term debt, net | 37,671 | 148 |
Lease liabilities | 74 | 211 |
Asset retirement obligations | 724 | 489 |
Total liabilities | 47,333 | 8,224 |
Commitments and contingencies (Note 14) | ||
Stockholders' Equity: | ||
Common stock, $0.01 par value; 180,000 shares authorized; 44,187 and 43,305 shares outstanding June 30, 2023 and 2022 respectively | 441 | 433 |
Additional paid-in capital | 191,113 | 169,593 |
Retained earnings (accumulated deficit) | (137,988) | (107,364) |
Total stockholders' equity | 53,566 | 62,662 |
Total liabilities and stockholders' equity | $ 100,899 | $ 70,886 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common Stock, Shares, Outstanding | 44,187,000 | 43,305,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||
Project expenses | $ 9,988 | $ 12,902 |
General and administrative | 25,365 | 54,684 |
Research and development | 262 | 133 |
Impairment | 908 | 0 |
Depreciation and amortization expense | 184 | 112 |
Total operating expenses | 36,707 | 67,831 |
Income (loss) from operations | (36,707) | (67,831) |
Non-operating income (expense): | ||
Other income | 62 | 65 |
Interest income | 1,147 | 3 |
Derivative gain (loss) | 11,743 | 0 |
Interest expense | (6,854) | (6) |
Other income (expense) | (15) | 1,056 |
Total non-operating income (expense) | 6,083 | 1,118 |
Income (loss) before income taxes | (30,624) | (66,713) |
Income tax provision (benefit) | 0 | 0 |
Net income (loss) | $ (30,624) | $ (66,713) |
Net income (loss) per common share - basic | $ (0.7) | $ (1.63) |
Earnings Per Share, Diluted, Total | $ (0.7) | $ (1.63) |
Weighted average common shares outstanding - basic | 43,842 | 40,807 |
Weighted average common shares outstanding - diluted | 43,842 | 40,807 |
Comprehensive income (loss): | ||
Net income (loss) | $ (30,624) | $ (66,713) |
Reporting currency translation gain (loss) | 0 | (1,417) |
Comprehensive income (loss) | $ (30,624) | $ (68,130) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance, shares at Jun. 30, 2021 | 38,391 | ||||
Beginning balance at Jun. 30, 2021 | $ 62,329 | $ 384 | $ 101,179 | $ 1,417 | $ (40,651) |
Cash, Shares | 4,900 | 1,760 | |||
Cash | $ 26,309 | $ 18 | 26,291 | ||
Exercise of stock options,Shares | 1,904 | 1,904 | |||
Exercise of stock options | $ 5,222 | $ 19 | 5,203 | ||
Consulting fees, Shares | 1,250 | ||||
Consulting fees | 31,033 | $ 12 | 31,021 | ||
Shares issuance costs | (797) | (797) | |||
Share based compensation | 6,696 | 6,696 | |||
Net income (loss) | (66,713) | (66,713) | |||
Other comprehensive income (loss), net of tax | (1,417) | $ (1,417) | |||
Ending balance, shares at Jun. 30, 2022 | 43,305 | ||||
Ending balance at Jun. 30, 2022 | $ 62,662 | $ 433 | 169,593 | (107,364) | |
Cash, Shares | 882 | ||||
Exercise of stock options,Shares | 835 | 835 | |||
Exercise of stock options | $ 3,466 | $ 8 | 3,458 | ||
Vesting of restricted share units, Shares | 47 | ||||
Vesting of restricted share units | (44) | (44) | |||
Share based compensation | 4,953 | 4,953 | |||
Convertible note derivative liability reclassification | 13,153 | 13,153 | |||
Net income (loss) | (30,624) | (30,624) | |||
Ending balance, shares at Jun. 30, 2023 | 44,187 | ||||
Ending balance at Jun. 30, 2023 | $ 53,566 | $ 441 | $ 191,113 | $ (137,988) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (30,624) | $ (66,713) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 184 | 112 |
Share based compensation | 4,953 | 6,696 |
Common stock issued for consulting fees | 0 | 31,033 |
Unrealized (gain) loss on convertible note derivative instrument | (11,743) | 0 |
Impairment | 908 | 0 |
Accretion of asset retirement obligations | 37 | 9 |
Amortization of debt issuance costs and discount - convertible note | 4,907 | 0 |
Amortization of right of use asset | 164 | 125 |
Interest earned on reclamation bond | 0 | (1) |
Net foreign exchange (gain) loss | 0 | (1,056) |
Change in: | ||
Prepaid expenses and other current assets | (302) | (1,347) |
Accounts payable and accrued liabilities | 821 | 2,533 |
Other assets | 0 | (6) |
Net cash used in operating activities | (30,695) | (28,615) |
Cash Flows From Investing Activities: | ||
Construction in progress | (39,731) | (9,994) |
Mineral rights and properties additions | 0 | (186) |
Properties, plant and equipment additions | (352) | (1,220) |
Reclamation bonds | 776 | 0 |
Net cash used in investing activities | (39,307) | (11,400) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible note | 60,000 | 0 |
Debt issuance costs | (4,160) | 0 |
Payments on note payable | (38) | (112) |
Proceeds from issuance of common stock | 0 | 26,309 |
Share offering costs | 0 | (797) |
Proceeds from exercise of stock options | 3,466 | 5,222 |
Net cash provided by financing activities | 59,268 | 30,622 |
Net increase (decrease) in cash and cash equivalents | (10,734) | (9,393) |
Effect of exchange rate fluctuation on cash | 0 | (361) |
Cash and cash equivalents at beginning of period | 31,057 | 40,811 |
Cash and cash equivalents at end of period | 20,323 | 31,057 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 7 | 6 |
Noncash Investing and Financing Activities: | ||
Accounts payable and accrued liabilities change related to construction in progress | 2,197 | 2,922 |
Interest paid through issuance of additional convertible notes | 1,710 | 0 |
Construction in progress transferred to properties, plant and equipment | 0 | 55 |
Equipment acquired with notes payable | 0 | 206 |
Recognition of operating lease liabilities and right of use assets | 0 | 283 |
Increase (decrease) in asset retirement costs | $ 198 | $ 103 |
Description of Company and Summ
Description of Company and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2023 | |
Policy Text Block [Abstract] | |
Description of Company and Summary of Significant Accounting Policies | 1. Description of Company and Summary of Significant Accounting Policies Nature of Business 5E Advanced Materials, Inc. (“5E,” “we,” “our,” or “us” or the “Company”) is an exploration stage company focused on becoming a vertically integrated global leader and supplier of boron specialty and advanced materials whose mission is to enable decarbonization, increase food security, and ensure domestic supply of critical materials. Reorganization 5E Advanced Materials, Inc. acquired all of the issued and outstanding shares of American Pacific Borates Limited (“ABR”), our Australian predecessor and wholly owned subsidiary, pursuant to a Scheme of Arrangement (“Scheme”) under Australian law, which was approved by ABR’s shareholders on December 2, 2021, and the Supreme Court of Western Australia on February 24, 2022. As part of the Scheme, we changed our place of domicile from Australia to the State of Delaware in the United States, effective on March 8, 2022. In accordance with the Scheme, all ordinary shares of ABR have been transferred to us and pursuant to the Scheme, we issued to the shareholders of ABR, either one share of our common stock for every ten ordinary shares of ABR or one CHESS Depositary Interests (“CDIs”) over our common stock for every one ordinary share of ABR, in each case, as held on the Scheme record date. We maintain an Australian Stock Exchange (“ASX”) listing for our CDIs, with each CDI representing 1/10th of a share of common stock. Holders of CDIs are able to trade their CDIs on the ASX under the symbol “5EA” and holders of shares of our common stock are able to trade their shares on NASDAQ under the symbol “FEAM.” All share and per share data presented in our consolidated financial statements have been retroactively adjusted to reflect a one for ten (1:10) exchange ratio (“Exchange Ratio”) of all of our issued and outstanding common stock. As a result of the reorganization, we became the parent company of ABR, and for financial reporting purposes the historical financial statements of ABR have become our historical financial statements as a continuation of the predecessor. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements are presented in U.S. dollars. Basis of Consolidation The consolidated financial statements comprise the financial statements of 5E and its wholly owned subsidiaries, ABR, and 5E Boron Americas, LLC (formerly known as Fort Cady (California) Corporation) (“5EBA”). In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated. Going Concern We evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of our plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. In performing our analysis, we excluded certain elements of our operating plan that cannot be considered probable. The future receipt of potential funding from equity or debt issuances cannot be considered probable at this time because these plans are not entirely within our control as of the date of these consolidated financial statements. As discussed in Note 8, the Convertible Note contains a financial covenant requiring us to maintain a cash balance of at least $10 million. Our available liquidity is expected to fall below $10 million in the latter part of calendar year 2023 based on our most recently updated modified business plan, which includes an increase in Small-Scale Facility costs due to increases in third-party construction cost estimates. If our cash balance falls below $10 million, an event of default under the Convertible Note agreement would occur and, if not cured within 30 days, would result in the $ 61.7 million principal balance of Convertible Notes becoming immediately due and payable, of which we would not have the funds to repay unless additional financing is obtained. Our plans include reduced spending and the pursuit of additional capital. Given that raising additional capital is not entirely within our control combined with our expectation of incurring significant operating and development costs in the foreseeable future, there exists substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that these financial statements are issued. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. Concentration of Risk We maintain cash deposits at several major banks, which at times may exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the banks and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. Risk and Uncertainties We are subject to a number of risks similar to those of other companies of similar size in our industry, including but not limited to, the success of our exploration activities, need for significant additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Items that are subject to such estimates and assumptions include, but are not limited to, estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, estimation of future costs, useful life, and discount rates used to calculate our asset retirement obligations (“ARO”), assumptions used to value the embedded conversion option of our convertible note, and fair value of stock-based compensation. Actual results could differ due to the uncertainty inherent in the nature of these estimates. Significant Accounting Policies Convertible Debt Upon the issuance of convertible debt, we evaluate the embedded conversion features to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for separately as a derivative. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features. If a conversion feature is deemed to be beneficial, the intrinsic value of the conversion feature is recorded as additional paid in capital. Derivative Financial Instruments We record derivative instruments on the consolidated balance sheet at fair value as either an asset or a liability with changes in fair value recognized currently in earnings. The related cash flow impact of our derivative activities is reflected as cash flows from operating activities unless the derivatives are determined to have a significant financing element at inception, in which case they are classified within financing activities. Debt Issue Costs Costs incurred in connection with the issuance of debt are recorded as a reduction of the related debt and are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amount is expensed in the period of conversion. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that can be valued using observable market data. Substantially all of the inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Level 3 - Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We periodically review our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the end of the period in which the change in circumstances that caused the transfer occurred. We use a Black-Scholes option valuation model to determine the grant date fair value our employee stock options and a Monte Carlo Simulation model to determine the grant date fair value of market-based stock grants. Both models use Level 2 inputs. See note 12—Share Based Compensation for a description of the inputs used. Foreign Currency Translation Functional and reporting currency— Items included in our consolidated financial statements and each of our subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). As of June 30, 2022, the U.S. dollar was the functional currency of ABR. The change in functional currency during fiscal year 2022 was due to all cash and cash equivalents, operating and capital costs being denominated in the U.S. dollar. The change in functional currency was applied prospectively effective July 1, 2022 in accordance with U.S. GAAP. To give effect to the change in functional currency, the assets and liabilities of entities with an Australian dollar functional currency on June 30, 2022 were converted into U.S. dollars at a fixed exchange rate of 1.454 U.S. dollars to one AUD dollar and the stockholders’ equity and accumulated deficit were converted at applicable historical rates. Our functional currency and the functional currency of 5EBA is the U.S. dollar. The reporting currency for these consolidated financial statements is U.S. dollars. During the fourth quarter ended June 30, 2022, ABR transferred substantially all of its assets to us and has no ongoing operations. Accordingly, we recognized the remaining accumulated foreign currency translation adjustment of $ 248 thousand as a gain in our consolidated statement of operations and comprehensive income (loss) ("statement of operations"). Transactions in foreign currency— Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency transaction gains and losses are included in profit or loss. Translation to reporting currency— The results and financial position of entities that have a functional currency different from the reporting currency are translated into the reporting currency as follows: • Assets and liabilities are translated at the closing rate at the end of the reporting date; • Income and expenses are translated at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions; and • All resulting exchange differences are recognized in other comprehensive income or loss. Cash and Cash Equivalents — Cash and cash equivalents consist of cash and liquid investments with an original maturity when acquired of three months or less. As of June 30, 2023 and 2022, cash and cash equivalents consisted of $ 20.3 million and $ 31.1 million , respectively, of funds held in bank accounts with financial institutions in the United States. Mineral Rights and Properties and Exploration and Evaluation Costs —Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration. Mineral lease payments are capitalized. Exploration and evaluation costs are classified as project expenses and expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off. Drilling, development and related costs are either classified as project expenses and charged to operations as incurred, or capitalized, based on the following criteria: • whether the drilling or development costs relate to a project that has been determined to be economically feasible, and a decision has been made to put the project into production; and • whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to our right to or control of the benefit has already occurred. Impairment of Long-Lived Assets —The carrying amount of long-lived assets is reviewed for impairment when events and circumstances indicate that such assets might be impaired. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows. Properties, Plant and Equipment— Properties, plant and equipment are recorded at historical cost. Depreciation and amortization are provided in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. Expenditures for improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. Assets under construction (“Construction in progress”) include roads, fencing, tailings facility, equipment for our small-scale facility, injection-recovery wells, and land improvements and will be depreciated in accordance with our depreciation policy once placed in service. Asset Retirement Obligations —Our mining, construction and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the related asset is removed from service. If a reasonable estimate of the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon wells can be made, we record a liability (an ARO) on our consolidated balance sheet and capitalize the present value of the asset retirement cost in mineral rights and properties. In general, the amount of the initial recorded ARO and the costs capitalized will equal the estimated future costs to satisfy the abandonment obligation assuming normal operation of the asset, using current prices that are escalated by an assumed inflation factor up to the estimated settlement date, which is then discounted back to the date that the abandonment obligation was incurred using the Company’s credit adjusted risk-free rate. After recording these amounts, the ARO is accreted to its future estimated value and the original capitalized costs are amortized using the straight line method over the estimated life of the related asset. Accretion of the liability is included in project expenses in the statement of operations and the amortization of the original capitalized costs are included in depreciation and amortization expense in our statement of operations (See Notes 2 and 5). For activities that do not qualify for asset capitalization, the costs associated with the obligation are charged to operations. Environmental compliance costs related to maintaining our existing permits are expensed in the period incurred. Certain asset retirement obligations are secured by either certificate of deposits or surety bonds held for the benefit of the state of California in amounts determined by applicable federal and state regulatory agencies. Reclamation bond deposits as of June 30, 2023 and 2022 were $ 309 thousand and $ 1,086 thousand , respectively. Leases —We determine if a contractual arrangement is, or contains, a lease at the inception date. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the consolidated balance sheet. We have made an accounting policy election to exclude short-term leases (leases with a term of 12 months or less and which do not include a purchase option that we are reasonably certain to exercise) from the balance sheet presentation. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets could also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. Financial Instruments —Our financial instruments consist of cash and cash equivalents, a convertible note, vehicle notes, and accounts payable and accrued liabilities. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these instruments, with the exception of the convertible note and vehicle notes, approximate their carrying value. See Note 8 for fair value information related to the convertible notes. Share Based Compensation —The fair value of share based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. In the case of a share based compensation award that is either canceled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. A forfeiture rate is not estimated when determining the fair value of the options on the grant date. Loss per Common Share —Basic net loss per common share is computed by dividing net loss, by the weighted average number of common shares outstanding. Diluted loss per share includes any additional dilution from common stock equivalents. Diluted loss per share is not separately presented for the years ended June 30, 2023 and 2022 , as the effect on the basic loss per share would be anti-dilutive. Income Taxes —We use the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. In evaluating our ability to recover our deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that we use to manage the underlying businesses. A valuation allowance is recorded against deferred tax assets if we believe it is more likely than not the related tax benefits will not be realized. We evaluate uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50 % likely of being realized upon ultimate settlement with the related tax authority would be recognized. Reclassifications Certain reclassifications have been made to prior years’ reported amounts in order to conform to the current year presentation. These reclassifications did not impact our previously reported net income (loss), stockholders’ equity or cash flows. Recently Issued and Adopted Accounting Pronouncements In August 2020, FASB issued ASU No. 2020-06–Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. We adopted this standard during the quarter ended September 30, 2022 . The adoption of this standard did not have an effect on our previously reported consolidated financial statements. In May 2021, FASB issued ASU No. 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The update is to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The adoption of this standard during the quarter ended September 30, 2022 did not have an effect on our consolidated financial statements. |
Mineral Rights and Properties,
Mineral Rights and Properties, Net | 12 Months Ended |
Jun. 30, 2023 | |
Mineral Properties, Net [Abstract] | |
Mineral Rights and Properties, Net | 2. Mineral Rights and Properties, Net We own surface properties and the associated mineral rights for the Fort Cady Project (the “Project”). We have capitalized the cost of drilling water supply wells, which provide water for the Project. For the years ended June 30, 2023 and 2022 , we recognized hydrology income of $ 62 thousand and $ 62 thousand, respectively. On October 1, 2011, 5EBA executed a 10-year net royalty lease agreement with Elementis Specialties, Inc. (“Elementis”) to explore, develop and mine boron and lithium on claims held by Elementis. During the year ended June 30, 2022, we extended the mineral lease agreement with Elementis until March 31, 2023 . During the quarter ended March 31, 2023, we elected not to renew our mineral lease with Elementis and the mineral lease expired on March 31, 2023 resulting in the recognition of approximately $ 908 thousand of related impairment expense during the current quarter. Mineral Interests and Properties consisted of the following at June 30. June 30, June 30, 2023 2022 (in thousands) Mineral properties $ 6,733 $ 6,733 Hydrology wells 547 547 Mineral interest – Elementis lease — 908 Asset retirement cost, net of accumulated amortization 23 and $ 6 at June 30, 2023 and 2022, respectively (1) 357 176 Mineral rights and properties, net $ 7,637 $ 8,364 (1) Asset retirement costs represent the carrying value of capitalized costs associated with asset retirement obligations discussed in Note 5. |
Construction in Progress
Construction in Progress | 12 Months Ended |
Jun. 30, 2023 | |
Construction In Progress [Abstract] | |
Construction in Progress | 3. Construction in Progress Construction work in progress represents the equipment which has been acquired and is not in use and prepayments for design, engineering, and construction services in relation to the development of the Project. Construction in Progress consisted of the following. June 30, June 30, 2023 2022 (in thousands) Engineering services $ 9,122 $ 8,656 Equipment 31,692 13,548 Construction 21,579 — Injection and recovery wells 4,002 3,421 Capitalized interest 1,158 — Total construction in progress $ 67,553 $ 25,625 |
Properties, Plant and Equipment
Properties, Plant and Equipment | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Properties, Plant and Equipment | 4. Properties, Plant and Equipment Properties, plant, and equipment consisted of the following. Depreciation Estimated useful June 30, June 30, Asset category method life (in years) 2023 2022 (in thousands) Land N/A — $ 1,533 $ 1,533 Buildings Straight-line 7 - 15 873 873 Vehicles Straight-line 3 - 5 345 276 Plant and equipment Straight-line 5 - 10 623 340 3,374 3,022 Less accumulated depreciation ( 318 ) ( 151 ) Properties, plant and equipment, net $ 3,056 $ 2,871 We recognized depreciation expense of $ 184 thousand and $ 112 thousand for the years ended June 30, 2023 and 2022 , respectively. Included in depreciation expense was amortization related to asset retirement costs (Note 2) of $ 17 thousand and $ 6 thousand for the years ended June 30, 2023 and 2022 , respectively. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Jun. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | 5. Asset Retirement Obligations The change in our ARO for the years ended June 30 is set forth below. June 30, June 30, 2023 2022 (in thousands) Asset retirement obligation — beginning of period $ 489 $ 377 Obligation incurred during the period 31 106 Revisions to previous estimates (1) 167 ( 3 ) Accretion 37 9 Asset retirement obligation — end of period $ 724 $ 489 (1) Revisions are primarily due to changes in estimated costs and timing of expected abandonment. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases We lease offices in Hesperia, CA and Houston, TX under operating lease agreements, which expire in February 2024 and December 2024 , respectively. In June 2022, we entered into a three-year operating lease for the field office we have been utilizing in Newberry Springs, CA. Previously, the field office was leased on a month-to-month basis and was classified as a short-term lease. Other operating leases include lodging for employees working in the field. A summary of our leases including short-term leases follows. Weighted Average Weighted Remaining Average Cash Paid for Rent Rent Expense Lease Lease Term Discount Year ended, Inception (in years) Rate 2023 2022 2023 2022 Operating leases (in thousands) Office space 2021 - 2022 1.5 1.80 % $ 165 $ 92 $ 165 $ 93 Other operating leases 2021 0.0 0.07 % 3 32 3 32 Total operating leases 168 124 168 125 Short term leases N/A N/A N/A 15 57 15 57 Total for all leases $ 183 $ 181 $ 183 $ 182 Reported rent expense: Project expenses $ 60 $ 57 General and administrative 123 125 Future minimum annual lease payments under our existing lease agreements are as follows. (in thousands) Fiscal year 2024 $ 140 Fiscal year 2025 74 Total 214 Less imputed interest ( 4 ) Net lease liability 210 Current portion 136 Long-term portion $ 74 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following. June 30, June 30, 2023 2022 (in thousands) Accounts payable - trade (1) $ 1,492 $ 3,459 Accrued expenses 1,350 1,489 Accrued capital expenditures 3,386 1,446 Accrued payroll 1,072 780 Accrued interest 1,388 — Current portion of debt 40 38 Accounts payable and accrued liabilities $ 8,728 $ 7,212 (1) I ncludes $ 699 thousand and $ 1.6 million related to construction in progress at June 30, 2023 and 2022 , respectively. |
Debt
Debt | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt consisted of the following. June 30, June 30, 2023 2022 (in thousands) Convertible note $ 61,710 $ — Vehicle notes payable 148 186 Total debt 61,858 186 Current portion of debt 40 38 Long-term debt 61,818 148 Unamortized convertible note discount — embedded conversion feature ( 20,691 ) — Unamortized debt issuance costs - convertible note ( 3,456 ) — Long-term debt, net $ 37,671 $ 148 Convertible Note On August 11, 2022, we executed a $ 60 million private placement of Senior Secured Convertible Note (“the Note” or “Convertible Note”), with Bluescape Energy Partners (“Bluescape”). The Note, which is convertible into our common stock and matures in August 2027 , closed on August 26, 2022. At our election, the Note bears interest at an annual rate of 4.50 % if paid in cash, or at an annual rate of 6.00 % if paid through the issuance of additional notes, contains a financial covenant requiring us to maintain a cash balance of at least $10 million, and is secured by a security interest in substantially all of our assets . The purchaser may convert the Note at any time before August 2027 at a conversion price of $ 17.60 (“Conversion Price”). We have the right, at any time on or before the twenty-four (24) month anniversary of the closing date of the Note (“Closing Date”), to convert the Note to our common stock in whole or in part if the closing price of our common stock is at least 200 % of the Conversion Price of the Note (“Threshold Price”) for each of the twenty ( 20 ) consecutive trading days prior to the time we deliver a conversion notice. The Threshold Price for our right to convert the Note decreases to 150 % after the twenty-four (24) month anniversary of the Closing Date and on or before the thirty-six (36) month anniversary of the Closing, and to 130 % at any time after the thirty-six (36) month anniversary of the Closing Date. Due to a provision in the Convertible Note agreement that allowed for a change in the conversion price upon a digressive issuance by us within three months of the closing date, the conversion feature of the Note was deemed an embedded derivative requiring separate accounting as a stand-alone derivative instrument (convertible note derivative). The Note was recorded at its face amount of $ 60 million less debt issuance costs of $ 4.2 million and the fair value of the convertible note derivative of $ 24.9 million. Fair value information for the convertible instrument follows. August 26, June 30 2022 2023 (Inception) (in thousands) Fair value of convertible note (Level 2) $ 40,316 $ 35,104 Fair value of embedded conversion feature (Level 3) — 24,896 Total fair value of convertible note instrument $ 40,316 $ 60,000 The valuation model requires the input of subjective assumptions including expected share price volatility, risk-free interest rate and debt rate. Changes in the input assumptions as well as our underlying share price can materially affect the fair value estimate and reported net income (loss). The assumptions used in the valuation model include the following, with a change in volatility and debt rate having the most significant impact on the valuation. August 26, June 30, 2022 2023 (Inception) Risk-free interest rate 4.4 % 3.2 % Volatility 50.0 % 40.0 % Debt rate 17.5 % 17.3 % The provision resulting in the separate derivative accounting for the conversion feature expired November 26, 2022, and accordingly, the fair value of the convertible note derivative at expiration of the provision was transferred to additional paid-in capital (see Note 9). Vehicle Notes Payable Payments on the vehicle notes are $ 40 , $ 42 , $ 44 and $ 22 (all thousands) over the next four years and bear interest at 3.9 %. Interest Expense The components of interest expense recognized during the years ended June 30 follows. Year ended June 30, 2023 2022 (in thousands) Convertible note interest $ 3,098 $ — Vehicle notes payable interest 7 6 Amortization of debt issuance costs and discount — convertible note 4,907 — Gross interest expense 8,012 6 Less: amount capitalized to construction in progress 1,158 — Interest expense, net of amounts capitalized $ 6,854 $ 6 Effective interest rate — convertible note 25.25 % — |
Convertible Note Derivative
Convertible Note Derivative | 12 Months Ended |
Jun. 30, 2023 | |
Convertible Note Derivative [Abstract] | |
Convertible Note Derivative | 9. Convertible Note Derivative The convertible note derivative related to the Convertible Note described above and was valued upon initial recognition at fair value using a with-and-without methodology utilizing a binomial lattice model (Level 3). Prior to its derecognition, the convertible note derivative was re-measured at fair value at each period end using a Black-Scholes option valuation model with the resulting gain or loss recognized in the statement of operations. As described above in Note 8, the fair value of the convertible note derivative was transferred to additional paid-in capital during the three months ended December 31, 2022. The components of changes to the fair value of the convertible note derivative for the year ended June 30, 2023 are summarized below. (in thousands) Convertible note derivative — June 30, 2022 $ — Additions 24,896 Fair value adjustment (gain) loss ( 11,743 ) Reclassified to additional paid-in capital ( 13,153 ) Convertible note derivative — June 30, 2023 $ — |
Equity
Equity | 12 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity | 10. Equity We are authorized to issue up to 180,000,000 shares of common stock, par value $ 0.01 per share, and 20,000,000 shares of preferred stock, par value, $ 0.01 per share. We have no outstanding shares of preferred stock. During the years ended June 30, 2023 and 2022 , we issued 882 thousand and 4.9 million shares of our common stock for cash proceeds of $ 3.4 million and $ 31.5 million, respectively. Share issue costs of $ 797 thousand were incurred during the year ended June 30, 2022. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 11. Net Loss Per Common Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if stock options, warrants, and convertible securities were exercised or converted into common stock. Diluted loss per share equals basic loss per share as the effect of including dilutive securities in the calculation would be antidilutive. For the years ended June 30, 2023 and 2022 , respectively, stock options of 4,724 thousand and 5,092 thousand were excluded from the computation of diluted loss per share as our reported net losses for those periods would be antidilutive. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | 12. Share Based Compensation For the years ended June 30, our share based compensation expense included in general and administrative expense consisted of the following. 2023 2022 (in thousands) Share based compensation expense — service based Employee share option plan $ 3,064 $ 5,812 2022 Equity Compensation Plan — Options 934 — 2022 Equity Compensation Plan — PSU's 101 — 2022 Equity Compensation Plan — RSU and DSU's 854 646 Total service based compensation 4,953 6,458 Options issued to suppliers — 238 Consulting stock awards — 31,033 Total share based compensation expense $ 4,953 $ 37,729 As of June 30, 2023 , we had approximately $ 5.5 million of total unrecognized stock-based compensation expense related to unvested stock-based compensation awards that is expected to be recognized over a weighted average 1.7 years. 2022 Equity Compensation Plan In March 2022, our Board of Directors adopted the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (the “Incentive Plan”). A total of 2.5 million shares of common stock are reserved for issuance under the Incentive Plan. The Incentive Plan authorized the grant of stock options, restricted share units, performance share units, director share units, performance cash units and other equity-based awards. Our Compensation Committee determines the exercise price for stock options and other equity-based awards, which may not be less than the fair market value of our common stock on the date of grant. As of June 30, 2023 , approximately 1.4 million shares of common stock were available for issuance under the Incentive Plan. It is our policy to issue new shares of common stock to satisfy stock option exercises. Employee Share Option Plan Our predecessor parent company ABR established an employee share option plan (“ESOP”). The objective of the ESOP was to assist in the recruitment, reward, retention and motivation of employees and contractors. Individuals may receive the options or nominate a relative or associate to receive the options. The plan was open to executive officers, employees, and eligible contractors. Additionally, the board authorized the awards of options outside of the plan to suppliers and vendors. Vesting periods of options granted varied as determined by the ABR board of directors. The total number of shares authorized for award of share options under the ESOP was limited to 5 % of common stock over a 3 -year period. During fiscal year 2022, as part of reorganization, we canceled each of the outstanding options to acquire ordinary shares of ABR and issued replacement options representing the right to acquire shares of our common stock at an exchange ratio of one replacement option for every ten ABR options held. Option Awards The fair value of stock option awards granted to directors, officers, employees and/or consultants are estimated on the grant date using the Black-Scholes option valuation model and the closing price of our common shares on the grant date. Volatility is determined using the Company's historical stock price information. The significant assumptions used to estimate the fair value of stock option awards granted during the years ended June 30, 2023 and 2022, respectively, using the Black-Scholes option valuation model are as follows. Year ended Year ended June 30, 2023 2022 Exercise price $ 7.73 - $ 25.62 $ 14.62 - $ 18.27 Share price $ 4.24 - $ 18.03 $ 9.87 - $ 12.35 Volatility 79 % - 105 % 69 % - 85 % Expected term in years 5 - 10 0.9 to 3.9 Risk-free interest rate 2.91 % - 3.56 % 0.1 % - 1.5 % Dividend rate Nil Nil The following table summarizes stock option activity for each of the periods presented. During the year ended June 30, 2023 , the intrinsic value of options exercised was $ 6.2 million. The number of options granted by ABR have been adjusted for the Exchange Ratio and the exercise prices have been converted to U.S. dollars using a rate of 1.368 U.S. dollars to one AUD dollar, the exchange rate that existed on the date prior to implementation of the Scheme. Year ended Year ended June 30, 2023 2022 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price (In thousands, except per share data) Outstanding at beginning of the period 4,874 $ 9.67 5,554 $ 5.19 Granted 800 16.67 1,700 15.39 Exercised ( 835 ) 4.15 ( 1,904 ) 2.75 Expired/forfeited ( 652 ) 17.42 ( 476 ) 5.48 Outstanding at end of the period 4,187 10.91 4,874 9.67 Vested at the end of the period 3,349 $ 9.82 3,367 $ 7.30 Unvested at the end of the period 838 15.23 1,507 6.05 Year ended Year ended June 30, 2023 2022 Number of Options Weighted Average Grant Date Fair Value per share Number of Options Weighted Average Grant Date Fair Value per share (In thousands, except per share data) Unvested at beginning of the period 1,507 $ 6.05 270 $ 5.79 Granted 800 7.11 1,700 6.26 Vested ( 1,177 ) 5.88 ( 463 ) 4.65 Expired/forfeited ( 292 ) 8.26 - - Unvested at end of the period 838 6.42 1,507 6.05 The following table provides information about stock options outstanding and exercisable at the end of each period presented. Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (In thousands) (In years) (In thousands) Outstanding and exercisable at: June 30, 2023 3,349 $ 9.82 1.4 $ - June 30, 2022 3,367 7.30 1.1 24,568 Full Value Awards (Restricted Share Units, Performance Share Units and Director Share Units) The following table summarizes the activity related to full value awards during the periods presented. Serviced-Based Shares Weighted Average Grant Date Fair Value per Share Performance- Based Shares Weighted Average Grant Date Fair Value per Unit Total Shares (In thousands, except per share data) Non-vested shares/units outstanding — $ — — $ — — Granted 48.8 18.03 19.2 (1) — 68.0 Non-vested shares/units outstanding 48.8 18.03 19.2 — 68.0 Granted 322.5 8.97 181.4 (2) 7.93 503.9 Vested ( 61.1 ) 12.66 — — ( 61.1 ) Forfeited ( 100.4 ) 15.70 ( 61.5 ) 10.92 ( 161.9 ) Non-vested shares/units outstanding 209.8 $ 6.78 139.1 $ 7.20 348.9 (1) During the year ended June 30, 2022, we granted approximately 19.2 thousand performance share units, which based on the generating cumulative revenues of at least $ 90 million during the period July 1 , 2022 through June 30, 2025, could vest within a range of 0 % to 150 %. The determination of the percentage of shares that ultimately vest will be made at the three-year anniversary of the grant date based upon achievement of the performance target over the period. (2) During the year ended June 30, 2023, we granted approximately 181.4 thousand performance share units, which based on the achievement of certain operational targets, could vest within a range of 0 % to 100 %. The operational targets are; 1) commissioning and operation of the small-scale facility; 2) obtaining formation flow, head grade and impurity profile data from the small-scale facility; and 3) generate product data to ensure process design for detailed engineering. The determination of the percentage of shares that ultimately vest will be made at the three-year anniversary of the grant date based upon achievement of the performance targets over the period. Consulting Stock Awards Pursuant to an agreement ABR had in place with its U.S.-based advisory board Blue Horizon Advisors LLC (“BHA”), we issued 400,000 shares of common stock to BHA in March 2022 upon the listing of our shares on the NASDAQ. The fair value of these shares of $ 13.2 million was recognized as share based compensation and included in general and administrative expenses in the consolidated statement of operations for the year ended June 30, 2022. Additionally, during the year ended June 30, 2022, we issued a total 600,000 shares to BHA, pursuant to the terms of the Advisory Agreement dated April 16, 2021 and as consideration for Advisory Board services provided. Share based compensation recognized related to these issuances was $ 10.0 million and is included in general and administrative expense in our consolidated statement of operations. The agreement also included a provision enabling BHA to earn an additional 1,000,000 shares of common stock upon meeting four different market-based milestones ( 250,000 shares per milestone). The market-based milestones were based on our common stock achieving a ten-day volume weighted average price of $ 21.94 , $ 29.25 , $ 36.57 , and $ 43.88 before December 31, 2022. The first milestone was reached in March 2022. The fair value of these awards was determined using a Monte Carlo Simulation valuation model, which incorporates assumptions as to stock price volatility, the expected life of awards, a risk-free interest rate and dividend yield. During the year ended June 30, 2022, we recognized related share based compensation expense of $ 7.8 million in general and administrative expense in our consolidated statement of operations as all services required for the awards have been fulfilled. The assumptions used to estimate the fair value of the market-based stock grants under the Monte Carlo Simulation model for the period ended June 30, 2022 are as follows. Hurdle stock price $ 21.94 $ 29.25 $ 36.57 $ 43.88 Volatility 76.82 % 76.82 % 76.82 % 76.82 % Expected term in years 1.12 1.12 1.12 1.12 Risk-free interest rate 0.22 % 0.22 % 0.22 % 0.22 % Expected dividend yield 0 % 0 % 0 % 0 % Estimated fair value per share $ 10.68 $ 9.01 $ 6.63 $ 4.88 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Jun. 30, 2023 | |
UnableToMigrateMatchesGaapDefinedContributionPlan[Abstract] | |
Defined Contribution Plan | 13. Defined Contribution Plan We sponsor a defined contribution plan under Section 401(k) of the Internal Revenue Code. This plan covers all of our employees that have attained the age of 21 and have completed three months service with us. We match employee deferrals 100 % up to 4 % and 50 % up to 6 % of an employee’s eligible earnings, subject to limitations imposed by the IRS. Our contributions to this plan were $ 206 thousand and $ 128 thousand for the years ended June 30, 2023 and 2022 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Purchase Obligations As of June 30, 2023 , we had purchase order commitments of $ 7.3 million in respect of construction works in progress, drilling, and technical reports. Litigation On July 17, 2023, we filed a complaint (the “Complaint”) against Matrix Services Inc. (“Matrix”) in the United States District Court for the Central District of California, Eastern Division, alleging, among other things, numerous breaches by Matrix of its contractual obligations to 5EBA under the Procurement and Construction Contract, effective April 26, 2022, by and between 5EBA and Matrix, relating to the construction of the SSF in California (the “Contract”). On August 10, 2023, Matrix filed an answer to the Complaint as well as a counterclaim for, among other things, alleged breaches by 5EBA of its contractual obligations to Matrix under the Contract and has requested relief in the approximate amount of $ 5,500,000 . We plan on filing a response disputing the counterclaims asserted by Matrix and reaffirming the grounds for recovery raised in the Complaint. This case is still its early stages, and discovery has begun and is ongoing. An estimate of reasonably possible losses, if any, cannot be made at this time. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes We did no t record a U.S. federal or state income tax benefit for losses incurred during the years ended June 30, 2023 and 2022. We have concluded that it is more likely than not that our deferred tax assets will not be realized which resulted in the recording of a full valuation allowance during those periods. Domestic and foreign components of loss before income taxes for the years ended June 30 are as follows. 2023 2022 (in thousands) United States $ 30,624 $ 51,234 Australia — 15,479 Total net loss $ 30,624 $ 66,713 The following table presents a reconciliation of the United States statutory income tax rate to our effective income tax rate for the years ended June 30. 2023 2022 ($ in thousands) Loss before income taxes $ 30,624 $ 66,713 Statutory income tax rate 21 % 21 % Income tax benefit at statutory tax rates $ 6,431 $ 14,010 State income tax benefit 1,755 2,801 Foreign rate differential — 822 Share based compensation ( 185 ) ( 751 ) Disallowed exploration costs — ( 861 ) Nondeductible interest on convertible note ( 649 ) — Tax return true up ( 1,769 ) — Impact of change in functional currency ( 743 ) — Other ( 256 ) 97 Change in valuation allowance ( 4,584 ) ( 16,118 ) Income tax benefit $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes at June 30 are as follows. 2023 2022 Deferred tax assets: ($ in thousands) Net operating loss carryforward $ 18,781 $ 14,282 Amortization of exploration expenditures 8,437 6,423 Unrealized loss - translation — 308 Share based compensation 2,796 1,946 Other deferred tax assets 740 867 Total deferred tax assets 30,754 23,826 Less: valuation allowance ( 24,791 ) ( 23,671 ) Deferred tax assets, net of valuation allowance to offset 5,963 155 Deferred tax liabilities: Debt ( 5,773 ) — Depreciation ( 33 ) ( 53 ) Other deferred tax liabilities ( 157 ) ( 102 ) Net deferred tax assets $ — $ — As of June 30, 2023, we had U.S. federal, state, and Australian net operating loss (“NOL”) carryforwards of $ 59.0 million , $ 52.0 million and $ 9.2 million , respectively. As of June 30, 2022, we had U.S. federal, state, and Australian NOL carryforwards of $ 35.1 million , $ 29.2 million and $ 16.2 million , respectively. U.S. net operating loss carryforwards for the periods arising before December 31, 2018 have a 20 year carryforward, the earliest of which could expire in 2037 . The amount of the post-tax reform U.S. federal NOL generated after tax year 2017, of approximately $ 59.0 million , can be carried forward indefinitely. California net operating losses have a 20-year carryforward, the earliest of which could expire beginning in 2037. Australia can carryforward all its NOL indefinitely. The utilization of our net operating loss or tax attributes may be subject to annual limitations provided by the Internal Revenue Code and similar state provisions to the extent certain ownership changes are deemed to occur. Such an annual limitation could result in the expiration of the attributes before utilization. The tax attributes reflected above have not been reduced by any limitations. To the extent it is determined upon completion of the analysis that such limitations so apply, we will adjust the tax attributes accordingly. We face the risk that our ability to use our tax attributes will be substantially restricted if we undergo an “ownership change” as defined in Section 382 of the U.S. Internal Revenue Code, or Section 382. We evaluate both the positive and negative evidence available to determine the realizability of our deferred tax assets. As of June 30, 2023 and 2022, we had a valuation allowance of $ 24.8 million and $ 23.7 million , respectively, of which both primarily relate to net operating losses and exploration costs. Changes in the balance of our deferred tax asset valuation allowance during the years ended June 30 were as follows: 2023 2022 ($ in thousands) Valuation allowance $ 1,120 $ 15,730 We had no unrecognized tax benefits as of June 30, 2023 or 2022 . We recognize interest accrued related to unrecognized tax benefits and penalties in our income tax provision, if applicable. We have not recognized any interest or penalties in the fiscal years presented in these financial statements. We are subject to income tax in the U.S. federal jurisdiction, State of California and Australia. Tax years 2019 and forward remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions. |
Description of Company and Su_2
Description of Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policy Text Block [Abstract] | |
Nature of Business | Nature of Business 5E Advanced Materials, Inc. (“5E,” “we,” “our,” or “us” or the “Company”) is an exploration stage company focused on becoming a vertically integrated global leader and supplier of boron specialty and advanced materials whose mission is to enable decarbonization, increase food security, and ensure domestic supply of critical materials. |
Reorganization | Reorganization 5E Advanced Materials, Inc. acquired all of the issued and outstanding shares of American Pacific Borates Limited (“ABR”), our Australian predecessor and wholly owned subsidiary, pursuant to a Scheme of Arrangement (“Scheme”) under Australian law, which was approved by ABR’s shareholders on December 2, 2021, and the Supreme Court of Western Australia on February 24, 2022. As part of the Scheme, we changed our place of domicile from Australia to the State of Delaware in the United States, effective on March 8, 2022. In accordance with the Scheme, all ordinary shares of ABR have been transferred to us and pursuant to the Scheme, we issued to the shareholders of ABR, either one share of our common stock for every ten ordinary shares of ABR or one CHESS Depositary Interests (“CDIs”) over our common stock for every one ordinary share of ABR, in each case, as held on the Scheme record date. We maintain an Australian Stock Exchange (“ASX”) listing for our CDIs, with each CDI representing 1/10th of a share of common stock. Holders of CDIs are able to trade their CDIs on the ASX under the symbol “5EA” and holders of shares of our common stock are able to trade their shares on NASDAQ under the symbol “FEAM.” All share and per share data presented in our consolidated financial statements have been retroactively adjusted to reflect a one for ten (1:10) exchange ratio (“Exchange Ratio”) of all of our issued and outstanding common stock. As a result of the reorganization, we became the parent company of ABR, and for financial reporting purposes the historical financial statements of ABR have become our historical financial statements as a continuation of the predecessor. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements are presented in U.S. dollars. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements comprise the financial statements of 5E and its wholly owned subsidiaries, ABR, and 5E Boron Americas, LLC (formerly known as Fort Cady (California) Corporation) (“5EBA”). In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated. |
Going Concern | Going Concern We evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of our plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. In performing our analysis, we excluded certain elements of our operating plan that cannot be considered probable. The future receipt of potential funding from equity or debt issuances cannot be considered probable at this time because these plans are not entirely within our control as of the date of these consolidated financial statements. As discussed in Note 8, the Convertible Note contains a financial covenant requiring us to maintain a cash balance of at least $10 million. Our available liquidity is expected to fall below $10 million in the latter part of calendar year 2023 based on our most recently updated modified business plan, which includes an increase in Small-Scale Facility costs due to increases in third-party construction cost estimates. If our cash balance falls below $10 million, an event of default under the Convertible Note agreement would occur and, if not cured within 30 days, would result in the $ 61.7 million principal balance of Convertible Notes becoming immediately due and payable, of which we would not have the funds to repay unless additional financing is obtained. Our plans include reduced spending and the pursuit of additional capital. Given that raising additional capital is not entirely within our control combined with our expectation of incurring significant operating and development costs in the foreseeable future, there exists substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that these financial statements are issued. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Concentration of Risk | Concentration of Risk We maintain cash deposits at several major banks, which at times may exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the banks and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. |
Risk and Uncertainties | Risk and Uncertainties We are subject to a number of risks similar to those of other companies of similar size in our industry, including but not limited to, the success of our exploration activities, need for significant additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Items that are subject to such estimates and assumptions include, but are not limited to, estimated useful lives and valuation of properties, plant and equipment, mineral rights and properties, deferred tax assets, estimation of future costs, useful life, and discount rates used to calculate our asset retirement obligations (“ARO”), assumptions used to value the embedded conversion option of our convertible note, and fair value of stock-based compensation. Actual results could differ due to the uncertainty inherent in the nature of these estimates. |
Convertible Debt | Significant Accounting Policies Convertible Debt Upon the issuance of convertible debt, we evaluate the embedded conversion features to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for separately as a derivative. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features. If a conversion feature is deemed to be beneficial, the intrinsic value of the conversion feature is recorded as additional paid in capital. |
Derivative Financial Instruments | Derivative Financial Instruments We record derivative instruments on the consolidated balance sheet at fair value as either an asset or a liability with changes in fair value recognized currently in earnings. The related cash flow impact of our derivative activities is reflected as cash flows from operating activities unless the derivatives are determined to have a significant financing element at inception, in which case they are classified within financing activities. |
Debt Issue Costs | Debt Issue Costs Costs incurred in connection with the issuance of debt are recorded as a reduction of the related debt and are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amount is expensed in the period of conversion. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that can be valued using observable market data. Substantially all of the inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Level 3 - Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We periodically review our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the end of the period in which the change in circumstances that caused the transfer occurred. We use a Black-Scholes option valuation model to determine the grant date fair value our employee stock options and a Monte Carlo Simulation model to determine the grant date fair value of market-based stock grants. Both models use Level 2 inputs. See note 12—Share Based Compensation for a description of the inputs used. |
Foreign Currency Translation | Foreign Currency Translation Functional and reporting currency— Items included in our consolidated financial statements and each of our subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). As of June 30, 2022, the U.S. dollar was the functional currency of ABR. The change in functional currency during fiscal year 2022 was due to all cash and cash equivalents, operating and capital costs being denominated in the U.S. dollar. The change in functional currency was applied prospectively effective July 1, 2022 in accordance with U.S. GAAP. To give effect to the change in functional currency, the assets and liabilities of entities with an Australian dollar functional currency on June 30, 2022 were converted into U.S. dollars at a fixed exchange rate of 1.454 U.S. dollars to one AUD dollar and the stockholders’ equity and accumulated deficit were converted at applicable historical rates. Our functional currency and the functional currency of 5EBA is the U.S. dollar. The reporting currency for these consolidated financial statements is U.S. dollars. During the fourth quarter ended June 30, 2022, ABR transferred substantially all of its assets to us and has no ongoing operations. Accordingly, we recognized the remaining accumulated foreign currency translation adjustment of $ 248 thousand as a gain in our consolidated statement of operations and comprehensive income (loss) ("statement of operations"). Transactions in foreign currency— Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency transaction gains and losses are included in profit or loss. Translation to reporting currency— The results and financial position of entities that have a functional currency different from the reporting currency are translated into the reporting currency as follows: • Assets and liabilities are translated at the closing rate at the end of the reporting date; • Income and expenses are translated at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions; and • All resulting exchange differences are recognized in other comprehensive income or loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents consist of cash and liquid investments with an original maturity when acquired of three months or less. As of June 30, 2023 and 2022, cash and cash equivalents consisted of $ 20.3 million and $ 31.1 million , respectively, of funds held in bank accounts with financial institutions in the United States. |
Mineral Rights and Properties and Exploration and Evaluation Costs | Mineral Rights and Properties and Exploration and Evaluation Costs —Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration. Mineral lease payments are capitalized. Exploration and evaluation costs are classified as project expenses and expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future will be written off. Drilling, development and related costs are either classified as project expenses and charged to operations as incurred, or capitalized, based on the following criteria: • whether the drilling or development costs relate to a project that has been determined to be economically feasible, and a decision has been made to put the project into production; and whether, at the time the cost is incurred: (a) the expenditure embodies a probable future benefit that involves a capacity, singly or in combination with other assets, to contribute directly or indirectly to future net cash inflows, (b) we can obtain the benefit and control others’ access to it, and (c) the transaction or event giving rise to our right to or control of the benefit has already occurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —The carrying amount of long-lived assets is reviewed for impairment when events and circumstances indicate that such assets might be impaired. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows. |
Properties, Plant and Equipment | Properties, Plant and Equipment— Properties, plant and equipment are recorded at historical cost. Depreciation and amortization are provided in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. Expenditures for improvements that significantly extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to operations when incurred. Assets under construction (“Construction in progress”) include roads, fencing, tailings facility, equipment for our small-scale facility, injection-recovery wells, and land improvements and will be depreciated in accordance with our depreciation policy once placed in service. |
Asset Retirement Obligations | Asset Retirement Obligations —Our mining, construction and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the related asset is removed from service. If a reasonable estimate of the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon wells can be made, we record a liability (an ARO) on our consolidated balance sheet and capitalize the present value of the asset retirement cost in mineral rights and properties. In general, the amount of the initial recorded ARO and the costs capitalized will equal the estimated future costs to satisfy the abandonment obligation assuming normal operation of the asset, using current prices that are escalated by an assumed inflation factor up to the estimated settlement date, which is then discounted back to the date that the abandonment obligation was incurred using the Company’s credit adjusted risk-free rate. After recording these amounts, the ARO is accreted to its future estimated value and the original capitalized costs are amortized using the straight line method over the estimated life of the related asset. Accretion of the liability is included in project expenses in the statement of operations and the amortization of the original capitalized costs are included in depreciation and amortization expense in our statement of operations (See Notes 2 and 5). For activities that do not qualify for asset capitalization, the costs associated with the obligation are charged to operations. Environmental compliance costs related to maintaining our existing permits are expensed in the period incurred. Certain asset retirement obligations are secured by either certificate of deposits or surety bonds held for the benefit of the state of California in amounts determined by applicable federal and state regulatory agencies. Reclamation bond deposits as of June 30, 2023 and 2022 were $ 309 thousand and $ 1,086 thousand , respectively. |
Leases | Leases —We determine if a contractual arrangement is, or contains, a lease at the inception date. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the consolidated balance sheet. We have made an accounting policy election to exclude short-term leases (leases with a term of 12 months or less and which do not include a purchase option that we are reasonably certain to exercise) from the balance sheet presentation. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease ROU assets could also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. |
Financial Instruments | Financial Instruments —Our financial instruments consist of cash and cash equivalents, a convertible note, vehicle notes, and accounts payable and accrued liabilities. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these instruments, with the exception of the convertible note and vehicle notes, approximate their carrying value. See Note 8 for fair value information related to the convertible notes. |
Share Based Compensation | Share Based Compensation —The fair value of share based compensation awards is measured at the date of grant and amortized over the requisite service period, which is generally the vesting period, with a corresponding increase in additional paid-in capital. In the case of a share based compensation award that is either canceled or forfeited prior to vesting, the amortized expense associated with the unvested awards is reversed. A forfeiture rate is not estimated when determining the fair value of the options on the grant date. |
Loss per Common Share | Loss per Common Share —Basic net loss per common share is computed by dividing net loss, by the weighted average number of common shares outstanding. Diluted loss per share includes any additional dilution from common stock equivalents. Diluted loss per share is not separately presented for the years ended June 30, 2023 and 2022 , as the effect on the basic loss per share would be anti-dilutive. |
Income Taxes | Income Taxes —We use the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. In evaluating our ability to recover our deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, we develop assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that we use to manage the underlying businesses. A valuation allowance is recorded against deferred tax assets if we believe it is more likely than not the related tax benefits will not be realized. We evaluate uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50 % likely of being realized upon ultimate settlement with the related tax authority would be recognized. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior years’ reported amounts in order to conform to the current year presentation. These reclassifications did not impact our previously reported net income (loss), stockholders’ equity or cash flows. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In August 2020, FASB issued ASU No. 2020-06–Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. We adopted this standard during the quarter ended September 30, 2022 . The adoption of this standard did not have an effect on our previously reported consolidated financial statements. In May 2021, FASB issued ASU No. 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The update is to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The adoption of this standard during the quarter ended September 30, 2022 did not have an effect on our consolidated financial statements. |
Mineral Rights and Properties_2
Mineral Rights and Properties, Net (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Mineral Properties, Net [Abstract] | |
Summary of Mineral Interests and Properties | Mineral Interests and Properties consisted of the following at June 30. June 30, June 30, 2023 2022 (in thousands) Mineral properties $ 6,733 $ 6,733 Hydrology wells 547 547 Mineral interest – Elementis lease — 908 Asset retirement cost, net of accumulated amortization 23 and $ 6 at June 30, 2023 and 2022, respectively (1) 357 176 Mineral rights and properties, net $ 7,637 $ 8,364 (1) Asset retirement costs represent the carrying value of capitalized costs associated with asset retirement obligations discussed in Note 5. |
Construction in Progress (Table
Construction in Progress (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Construction In Progress [Abstract] | |
Summary of Construction in Progress | Construction in Progress consisted of the following. June 30, June 30, 2023 2022 (in thousands) Engineering services $ 9,122 $ 8,656 Equipment 31,692 13,548 Construction 21,579 — Injection and recovery wells 4,002 3,421 Capitalized interest 1,158 — Total construction in progress $ 67,553 $ 25,625 |
Properties, Plant and Equipme_2
Properties, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Properties, Plant and Equipment | Properties, plant, and equipment consisted of the following. Depreciation Estimated useful June 30, June 30, Asset category method life (in years) 2023 2022 (in thousands) Land N/A — $ 1,533 $ 1,533 Buildings Straight-line 7 - 15 873 873 Vehicles Straight-line 3 - 5 345 276 Plant and equipment Straight-line 5 - 10 623 340 3,374 3,022 Less accumulated depreciation ( 318 ) ( 151 ) Properties, plant and equipment, net $ 3,056 $ 2,871 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule Of Change In Asset Retirement Obligation | The change in our ARO for the years ended June 30 is set forth below. June 30, June 30, 2023 2022 (in thousands) Asset retirement obligation — beginning of period $ 489 $ 377 Obligation incurred during the period 31 106 Revisions to previous estimates (1) 167 ( 3 ) Accretion 37 9 Asset retirement obligation — end of period $ 724 $ 489 (1) Revisions are primarily due to changes in estimated costs and timing of expected abandonment. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Summary of leases including short-term leases | A summary of our leases including short-term leases follows. Weighted Average Weighted Remaining Average Cash Paid for Rent Rent Expense Lease Lease Term Discount Year ended, Inception (in years) Rate 2023 2022 2023 2022 Operating leases (in thousands) Office space 2021 - 2022 1.5 1.80 % $ 165 $ 92 $ 165 $ 93 Other operating leases 2021 0.0 0.07 % 3 32 3 32 Total operating leases 168 124 168 125 Short term leases N/A N/A N/A 15 57 15 57 Total for all leases $ 183 $ 181 $ 183 $ 182 Reported rent expense: Project expenses $ 60 $ 57 General and administrative 123 125 |
Summary of Future minimum annual lease payments | Future minimum annual lease payments under our existing lease agreements are as follows. (in thousands) Fiscal year 2024 $ 140 Fiscal year 2025 74 Total 214 Less imputed interest ( 4 ) Net lease liability 210 Current portion 136 Long-term portion $ 74 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following. June 30, June 30, 2023 2022 (in thousands) Accounts payable - trade (1) $ 1,492 $ 3,459 Accrued expenses 1,350 1,489 Accrued capital expenditures 3,386 1,446 Accrued payroll 1,072 780 Accrued interest 1,388 — Current portion of debt 40 38 Accounts payable and accrued liabilities $ 8,728 $ 7,212 (1) I ncludes $ 699 thousand and $ 1.6 million related to construction in progress at June 30, 2023 and 2022 , respectively. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt Disclosure | Debt consisted of the following. June 30, June 30, 2023 2022 (in thousands) Convertible note $ 61,710 $ — Vehicle notes payable 148 186 Total debt 61,858 186 Current portion of debt 40 38 Long-term debt 61,818 148 Unamortized convertible note discount — embedded conversion feature ( 20,691 ) — Unamortized debt issuance costs - convertible note ( 3,456 ) — Long-term debt, net $ 37,671 $ 148 |
Summary of Fair Value Information for Convertible Instrument | Fair value information for the convertible instrument follows. August 26, June 30 2022 2023 (Inception) (in thousands) Fair value of convertible note (Level 2) $ 40,316 $ 35,104 Fair value of embedded conversion feature (Level 3) — 24,896 Total fair value of convertible note instrument $ 40,316 $ 60,000 |
Schedule of Assumptions used in Valuation Model with Change in Volatility and Debt Rate | The valuation model requires the input of subjective assumptions including expected share price volatility, risk-free interest rate and debt rate. Changes in the input assumptions as well as our underlying share price can materially affect the fair value estimate and reported net income (loss). The assumptions used in the valuation model include the following, with a change in volatility and debt rate having the most significant impact on the valuation. August 26, June 30, 2022 2023 (Inception) Risk-free interest rate 4.4 % 3.2 % Volatility 50.0 % 40.0 % Debt rate 17.5 % 17.3 % |
Summary of Interest Expense | The components of interest expense recognized during the years ended June 30 follows. Year ended June 30, 2023 2022 (in thousands) Convertible note interest $ 3,098 $ — Vehicle notes payable interest 7 6 Amortization of debt issuance costs and discount — convertible note 4,907 — Gross interest expense 8,012 6 Less: amount capitalized to construction in progress 1,158 — Interest expense, net of amounts capitalized $ 6,854 $ 6 Effective interest rate — convertible note 25.25 % — |
Convertible Note Derivative (Ta
Convertible Note Derivative (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Convertible Note Derivative [Abstract] | |
Schedule of Components of Changes to Fair Value of Convertible Note Derivative | The components of changes to the fair value of the convertible note derivative for the year ended June 30, 2023 are summarized below. (in thousands) Convertible note derivative — June 30, 2022 $ — Additions 24,896 Fair value adjustment (gain) loss ( 11,743 ) Reclassified to additional paid-in capital ( 13,153 ) Convertible note derivative — June 30, 2023 $ — |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payment arrangement, expensed and capitalized, amount | For the years ended June 30, our share based compensation expense included in general and administrative expense consisted of the following. 2023 2022 (in thousands) Share based compensation expense — service based Employee share option plan $ 3,064 $ 5,812 2022 Equity Compensation Plan — Options 934 — 2022 Equity Compensation Plan — PSU's 101 — 2022 Equity Compensation Plan — RSU and DSU's 854 646 Total service based compensation 4,953 6,458 Options issued to suppliers — 238 Consulting stock awards — 31,033 Total share based compensation expense $ 4,953 $ 37,729 |
Summary of share-based payment award, stock options, valuation assumptions | The significant assumptions used to estimate the fair value of stock option awards granted during the years ended June 30, 2023 and 2022, respectively, using the Black-Scholes option valuation model are as follows. Year ended Year ended June 30, 2023 2022 Exercise price $ 7.73 - $ 25.62 $ 14.62 - $ 18.27 Share price $ 4.24 - $ 18.03 $ 9.87 - $ 12.35 Volatility 79 % - 105 % 69 % - 85 % Expected term in years 5 - 10 0.9 to 3.9 Risk-free interest rate 2.91 % - 3.56 % 0.1 % - 1.5 % Dividend rate Nil Nil |
Summary of share-based payment arrangement, activity | The number of options granted by ABR have been adjusted for the Exchange Ratio and the exercise prices have been converted to U.S. dollars using a rate of 1.368 U.S. dollars to one AUD dollar, the exchange rate that existed on the date prior to implementation of the Scheme. Year ended Year ended June 30, 2023 2022 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price (In thousands, except per share data) Outstanding at beginning of the period 4,874 $ 9.67 5,554 $ 5.19 Granted 800 16.67 1,700 15.39 Exercised ( 835 ) 4.15 ( 1,904 ) 2.75 Expired/forfeited ( 652 ) 17.42 ( 476 ) 5.48 Outstanding at end of the period 4,187 10.91 4,874 9.67 Vested at the end of the period 3,349 $ 9.82 3,367 $ 7.30 Unvested at the end of the period 838 15.23 1,507 6.05 Year ended Year ended June 30, 2023 2022 Number of Options Weighted Average Grant Date Fair Value per share Number of Options Weighted Average Grant Date Fair Value per share (In thousands, except per share data) Unvested at beginning of the period 1,507 $ 6.05 270 $ 5.79 Granted 800 7.11 1,700 6.26 Vested ( 1,177 ) 5.88 ( 463 ) 4.65 Expired/forfeited ( 292 ) 8.26 - - Unvested at end of the period 838 6.42 1,507 6.05 |
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, exercisable | The following table provides information about stock options outstanding and exercisable at the end of each period presented. Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (In thousands) (In years) (In thousands) Outstanding and exercisable at: June 30, 2023 3,349 $ 9.82 1.4 $ - June 30, 2022 3,367 7.30 1.1 24,568 |
Share-based compensation arrangements by share-based payment award, performance-based units, vested and expected to vest | The following table summarizes the activity related to full value awards during the periods presented. Serviced-Based Shares Weighted Average Grant Date Fair Value per Share Performance- Based Shares Weighted Average Grant Date Fair Value per Unit Total Shares (In thousands, except per share data) Non-vested shares/units outstanding — $ — — $ — — Granted 48.8 18.03 19.2 (1) — 68.0 Non-vested shares/units outstanding 48.8 18.03 19.2 — 68.0 Granted 322.5 8.97 181.4 (2) 7.93 503.9 Vested ( 61.1 ) 12.66 — — ( 61.1 ) Forfeited ( 100.4 ) 15.70 ( 61.5 ) 10.92 ( 161.9 ) Non-vested shares/units outstanding 209.8 $ 6.78 139.1 $ 7.20 348.9 (1) During the year ended June 30, 2022, we granted approximately 19.2 thousand performance share units, which based on the generating cumulative revenues of at least $ 90 million during the period July 1 , 2022 through June 30, 2025, could vest within a range of 0 % to 150 %. The determination of the percentage of shares that ultimately vest will be made at the three-year anniversary of the grant date based upon achievement of the performance target over the period. (2) During the year ended June 30, 2023, we granted approximately 181.4 thousand performance share units, which based on the achievement of certain operational targets, could vest within a range of 0 % to 100 %. The operational targets are; 1) commissioning and operation of the small-scale facility; 2) obtaining formation flow, head grade and impurity profile data from the small-scale facility; and 3) generate product data to ensure process design for detailed engineering. The determination of the percentage of shares that ultimately vest will be made at the three-year anniversary of the grant date based upon achievement of the performance targets over the period. |
Summary of share based compensation by share based compensation fair value assumptions of equity instruments other than options granted to consultants | The assumptions used to estimate the fair value of the market-based stock grants under the Monte Carlo Simulation model for the period ended June 30, 2022 are as follows. Hurdle stock price $ 21.94 $ 29.25 $ 36.57 $ 43.88 Volatility 76.82 % 76.82 % 76.82 % 76.82 % Expected term in years 1.12 1.12 1.12 1.12 Risk-free interest rate 0.22 % 0.22 % 0.22 % 0.22 % Expected dividend yield 0 % 0 % 0 % 0 % Estimated fair value per share $ 10.68 $ 9.01 $ 6.63 $ 4.88 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Domestic and foreign components of loss before income taxes for the years ended June 30 are as follows. 2023 2022 (in thousands) United States $ 30,624 $ 51,234 Australia — 15,479 Total net loss $ 30,624 $ 66,713 |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents a reconciliation of the United States statutory income tax rate to our effective income tax rate for the years ended June 30. 2023 2022 ($ in thousands) Loss before income taxes $ 30,624 $ 66,713 Statutory income tax rate 21 % 21 % Income tax benefit at statutory tax rates $ 6,431 $ 14,010 State income tax benefit 1,755 2,801 Foreign rate differential — 822 Share based compensation ( 185 ) ( 751 ) Disallowed exploration costs — ( 861 ) Nondeductible interest on convertible note ( 649 ) — Tax return true up ( 1,769 ) — Impact of change in functional currency ( 743 ) — Other ( 256 ) 97 Change in valuation allowance ( 4,584 ) ( 16,118 ) Income tax benefit $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes at June 30 are as follows. 2023 2022 Deferred tax assets: ($ in thousands) Net operating loss carryforward $ 18,781 $ 14,282 Amortization of exploration expenditures 8,437 6,423 Unrealized loss - translation — 308 Share based compensation 2,796 1,946 Other deferred tax assets 740 867 Total deferred tax assets 30,754 23,826 Less: valuation allowance ( 24,791 ) ( 23,671 ) Deferred tax assets, net of valuation allowance to offset 5,963 155 Deferred tax liabilities: Debt ( 5,773 ) — Depreciation ( 33 ) ( 53 ) Other deferred tax liabilities ( 157 ) ( 102 ) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | Changes in the balance of our deferred tax asset valuation allowance during the years ended June 30 were as follows: 2023 2022 ($ in thousands) Valuation allowance $ 1,120 $ 15,730 |
Description of Company and Su_3
Description of Company and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Business combination exchange ratio basis | one for ten | |
Principal balance due payable | $ 186 | $ 61,858 |
Cash and cash equivalents | 31,057 | 20,323 |
Reclamation bond deposits current | 1,086 | $ 309 |
Percentage of tax benefit to be realized for recognition in the income statement | 50% | |
UNITED STATES | ||
Cash and cash equivalents | $ 31,100 | $ 20,300 |
Accounting Standards Update 2020-06 [Member] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Sep. 30, 2022 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Accounting Standards Update 2021-04 [Member] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Sep. 30, 2022 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Australia, Dollars | ||
Foreign currency translation rate | 1.454 | |
Translation adjustment functional to reporting currency gain loss reclassified to earnings net of tax | $ 248 | |
Convertible Notes | ||
Principal balance due payable | $ 0 | $ 61,710 |
Mineral Rights and Properties_3
Mineral Rights and Properties, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 01, 2011 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Mineral Properties Net [Line Items] | ||||
Related impairment expense | $ 908 | |||
Mining Properties and Mineral Rights [Member] | ||||
Mineral Properties Net [Line Items] | ||||
Hydrology income | $ 62 | $ 62 | ||
Elementis Specialties Inc [Member] | ||||
Mineral Properties Net [Line Items] | ||||
Mineral lease agreement extended date | Mar. 31, 2023 | |||
Elementis Specialties Inc [Member] | Mining Properties and Mineral Rights [Member] | ||||
Mineral Properties Net [Line Items] | ||||
Royalty lease agreement Term | 10 years |
Mineral Rights and Properties_4
Mineral Rights and Properties, Net - Summary of Mineral Interests and Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | |
Mineral Properties Net [Line Items] | |||
Mineral rights and properties, net | $ 7,637 | $ 8,364 | |
Mineral properties [Member] | |||
Mineral Properties Net [Line Items] | |||
Mineral rights and properties, net | 6,733 | 6,733 | |
Hydrology Wells [Member] | |||
Mineral Properties Net [Line Items] | |||
Mineral rights and properties, net | 547 | 547 | |
Elementis Lease [Member] | |||
Mineral Properties Net [Line Items] | |||
Mineral rights and properties, net | 0 | 908 | |
Asset Retirement Cost [Member] | |||
Mineral Properties Net [Line Items] | |||
Mineral rights and properties, net | [1] | $ 357 | $ 176 |
[1] Asset retirement costs represent the carrying value of capitalized costs associated with asset retirement obligations discussed in Note 5. |
Mineral Rights and Properties_5
Mineral Rights and Properties, Net - Summary of Mineral Interests and Properties (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Asset Retirement Cost [Member] | ||
Mineral Properties Net [Line Items] | ||
Asset retirement cost, accumulated amortization | $ 23 | $ 6 |
Construction in Progress - Summ
Construction in Progress - Summary of Construction in Progress (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Construction In Progress [Line Items] | ||
Total construction in progress | $ 67,553 | $ 25,625 |
Engineering services [Member] | ||
Construction In Progress [Line Items] | ||
Total construction in progress | 9,122 | 8,656 |
Equipment [Member] | ||
Construction In Progress [Line Items] | ||
Total construction in progress | 31,692 | 13,548 |
Construction [Member] | ||
Construction In Progress [Line Items] | ||
Total construction in progress | 21,579 | 0 |
Injection and recovery wells [Member] | ||
Construction In Progress [Line Items] | ||
Total construction in progress | 4,002 | 3,421 |
Capitalized Interest [Member] | ||
Construction In Progress [Line Items] | ||
Total construction in progress | $ 1,158 | $ 0 |
Properties, Plant and Equipme_3
Properties, Plant and Equipment - Summary of Properties, Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Properties, plant and equipment, Gross | $ 3,374 | $ 3,022 |
Less accumulated depreciation | (318) | (151) |
Properties, plant and equipment, net | 3,056 | 2,871 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Properties, plant and equipment, Gross | $ 1,533 | 1,533 |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:NoDepreciationMethodMember | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Properties, plant and equipment, Gross | $ 873 | 873 |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:StraightLineDepreciationMethodMember | |
Buildings [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 15 years | |
Buildings [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 7 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Properties, plant and equipment, Gross | $ 345 | 276 |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:StraightLineDepreciationMethodMember | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years | |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Plant and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Properties, plant and equipment, Gross | $ 623 | $ 340 |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:StraightLineDepreciationMethodMember | |
Plant and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 10 years | |
Plant and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 5 years |
Properties, Plant and Equipme_4
Properties, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 184 | $ 112 |
Asset Retirement Cost [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Asset retirement cost, depreciation expense | 17 | |
Asset retirement cost, accumulated amortization | $ 23 | $ 6 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule Of Change In Asset Retirement Obligation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Asset Retirement Obligation [Abstract] | |||
Asset retirement obligation—beginning of period | $ 489 | $ 377 | |
Obligation incurred during the period | 31 | 106 | |
Revisions to previous estimates | [1] | 167 | (3) |
Accretion | 37 | 9 | |
Asset retirement obligation—end of period | $ 724 | $ 489 | |
[1] (1) Revisions are primarily due to changes in estimated costs and timing of expected abandonment. |
Leases - Additional Information
Leases - Additional Information (Detail) | Jun. 30, 2022 |
CA | New Berry Springs [Member] | |
Lessee operating lease term of contract | 3 years |
Maximum [Member] | TX | |
Lease expire period | December 2024 |
Minimum [Member] | TX | |
Lease expire period | February 2024 |
Leases - Summary of leases incl
Leases - Summary of leases including short-term leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating Lease, Payments | $ 168 | $ 124 |
Short-Term Lease Payments | 15 | 57 |
Total for all leases | 183 | 181 |
Income and Expenses, Lessee [Abstract] | ||
Operating Lease, Expense | 168 | 125 |
Short-Term Lease, Cost | 15 | 57 |
Total for all leases | 183 | 182 |
Project Expenses [Member] | ||
Income and Expenses, Lessee [Abstract] | ||
Operating Lease, Expense | 60 | 57 |
General and Administrative [Member] | ||
Income and Expenses, Lessee [Abstract] | ||
Operating Lease, Expense | $ 123 | 125 |
Office Space [Member] | ||
Operating leases of lessee disclosure [Line Items] | ||
Operating Lease, Weighted Average Remaining Lease Term | 1 year 6 months | |
Weighted average discount rate | 1.80% | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating Lease, Payments | $ 165 | 92 |
Income and Expenses, Lessee [Abstract] | ||
Operating Lease, Expense | $ 165 | 93 |
Other Operating Leases [Member] | ||
Operating leases of lessee disclosure [Line Items] | ||
Operating Lease, Weighted Average Remaining Lease Term | 0 years | |
Weighted average discount rate | 0.07% | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating Lease, Payments | $ 3 | 32 |
Income and Expenses, Lessee [Abstract] | ||
Operating Lease, Expense | $ 3 | $ 32 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Annual Lease Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Lessee Disclosure [Abstract] | ||
Fiscal year 2024 | $ 140 | |
Fiscal year 2025 | 74 | |
Total | 214 | |
Less imputed interest | (4) | |
Net lease liability | 210 | |
Current portion | 136 | $ 164 |
Long-term portion | $ 74 | $ 211 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts payable - trade | [1] | $ 1,492 | $ 3,459 |
Accrued expenses | 1,350 | 1,489 | |
Accrued capital expenditures | 3,386 | 1,446 | |
Accrued payroll | 1,072 | 780 | |
Accrued interest | 1,388 | 0 | |
Current portion of debt | 40 | 38 | |
Accounts payable and accrued liabilities | $ 8,728 | $ 7,212 | |
[1] I ncludes $ 699 thousand and $ 1.6 million related to construction in progress at June 30, 2023 and 2022 , respectively. |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Payables and Accruals [Abstract] | ||
Capital expenditure included in trade accounts payable | $ 699 | $ 1,600 |
Debt - Summary of Debt Disclosu
Debt - Summary of Debt Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 61,858 | $ 186 |
Current portion of debt | 40 | 38 |
Long-term debt | 61,818 | 148 |
Unamortized convertible note discount - embedded conversion feature | (20,691) | 0 |
Unamortized debt issuance costs - convertible note | (3,456) | 0 |
Long-term debt, net | 37,671 | 148 |
Convertible Note [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 61,710 | 0 |
Vehicle Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 148 | $ 186 |
Debt - Additional Information (
Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 11, 2022 USD ($) Days $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 3,456 | $ 0 | |
Convertible note derivative liability | 0 | $ 0 | |
Senior Secured Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 60,000 | ||
Debt instrument maturity date description | 2027 | ||
Debt instrument, convertible, conversion price | $ / shares | $ 17.6 | ||
Debt instrument, convertible, threshold trading days | Days | 20 | ||
Debt issuance costs | $ 4,200 | ||
Convertible note derivative liability | $ 24,900 | ||
Senior Secured Convertible Notes | Debt Conversion On Or Before The24 Month From Closing Date | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 200% | ||
Senior Secured Convertible Notes | Debt Conversion After24 Months But Before36 Months From Closing Date | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 150% | ||
Senior Secured Convertible Notes | Debt Conversion After36 Months From Closing Date | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||
Senior Secured Convertible Notes | Debt Instrument Repayable By Cash | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 4.50% | ||
Senior Secured Convertible Notes | Debt Instrument Repayable By Issuing Additional Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6% | ||
Vehicle Notes Payable Member | |||
Debt Instrument [Line Items] | |||
Long term debt maturities repayment of principle next twelve months | 40 | ||
Long term debt maturities repayment of principle in year two | 42 | ||
Long term debt maturities repayment of principle in year three | 44 | ||
Long term debt maturities repayment of principle in year four | $ 22 | ||
Long term debt bearing fixed rate of interest | 3.90% |
Debt - Summary of Fair Value In
Debt - Summary of Fair Value Information for Convertible Instrument (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Aug. 26, 2022 |
Debt Instrument [Line Items] | ||
Total fair value of convertible note instrument | $ 40,316 | $ 60,000 |
Level 2 | ||
Debt Instrument [Line Items] | ||
Fair value of convertible note | $ 40,316 | 35,104 |
Level 3 | ||
Debt Instrument [Line Items] | ||
Fair value of embedded conversion feature | $ 24,896 |
Debt - Schedule of Assumptions
Debt - Schedule of Assumptions used in Valuation Model with Change in Volatility and Debt Rate (Details) - Convertible Note Derivative [Member] | Jun. 30, 2023 | Aug. 26, 2022 |
Risk-free Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 4.4 | 3.2 |
Volatility [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 50 | 40 |
Debt Rate [Member] | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 17.5 | 17.3 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible note interest | $ 3,098 | $ 0 |
Vehicle notes payable interest | 7 | 6 |
Amortization of debt issuance costs and discount - convertible note | 4,907 | 0 |
Gross interest expense | 8,012 | 6 |
Less: amount capitalized to construction in progress | 1,158 | 0 |
Interest expense, net of amounts capitalized | $ 6,854 | $ 6 |
Effective interest rate - convertible note | 25.25% | 0% |
Convertible Note Derivative - S
Convertible Note Derivative - Schedule of Components of Changes to Fair Value of Convertible Note Derivative (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Convertible Note Derivative [Abstract] | |
Convertible note derivative - beginning of period | $ 0 |
Additions | 24,896 |
Fair value adjustment (gain) loss | (11,743) |
Reclassified to additional paid-in capital | (13,153) |
Convertible note derivative - end of period | $ 0 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock par or stated value per share | $ 0.01 | |
Stock shares issued during the period new issues | 882,000 | 4,900,000 |
Proceeds from issuance of common stock | $ 0 | $ 26,309 |
Payment of stock issuance costs | 0 | 797 |
Chess Depositry Interest [Member] | ||
Class of Stock [Line Items] | ||
Proceeds from issuance of common stock | $ 3,400 | $ 31,500 |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Detail) - shares shares in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Stock Option [Member] | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,724 | 5,092 |
Share Based Compensation - Summ
Share Based Compensation - Summary Of Share-Based Payment Award, Stock Options, Valuation Assumptions (Detail) - Black Scholes [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 7.73 | $ 14.62 |
Share price | $ 4.24 | $ 9.87 |
Volatility, Mininmum | 79% | 69% |
Expected term in years | 5 years | 10 months 24 days |
Risk free interest rate, Minimum | 2.91% | 0.10% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 25.62 | $ 18.27 |
Share price | $ 18.03 | $ 12.35 |
Volatility, Maximum | 105% | 85% |
Expected term in years | 10 years | 3 years 10 months 24 days |
Risk free interest rate, Maximum | 3.56% | 1.50% |
Share Based Compensation - Su_2
Share Based Compensation - Summary Of Share-Based Payment Arrangement, Activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding at beginning of the period | 4,874 | 5,554 |
Number of Options, Granted | 800 | 1,700 |
Number of Options, Exercised | (835) | (1,904) |
Number of Options, Expired/forfeited | (652) | (476) |
Number of Options, Outstanding at end of the period | 4,187 | 4,874 |
Number of Options vested at the end of the period | 3,349 | 3,367 |
Number of Options, Unvested options at end of the period | 838 | 1,507 |
Weighted Averaged Exercise Price, Outstanding at beginning of the period | $ 9.67 | $ 5.19 |
Weighted Averaged Exercise Price, Granted | 16.67 | 15.39 |
Weighted Averaged Exercise Price, Exercised | 4.15 | 2.75 |
Weighted Averaged Exercise Price, Expired/forfeited | 17.42 | 5.48 |
Weighted Averaged Exercise Price, Outstanding at end of the period | 10.91 | 9.67 |
Weighted Average Exercise Price Vested at the end of the period | 9.82 | 7.3 |
Weighted Average Exercise Price Unvested at the end of the period | $ 15.23 | $ 6.05 |
Share Based Compensation - Su_3
Share Based Compensation - Summary Of Share Based Compensation By Share Based Compensation Fair Value Assumptions Of Equity Instruments Other Than Options Granted To Consultants (Detail) - Consulting Stock Awards [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disclosure Of Share Based Compensation By Share Based Compensation Fair Value Assumptions Of Equity Instruments Other Than Options Granted To Consultants [Line Items] | ||||
Hurdle stock price | $ 21.94 | $ 36.57 | $ 29.25 | $ 43.88 |
Volatility | 76.82% | 76.82% | 76.82% | 76.82% |
Expected term in years | 1 year 1 month 13 days | 1 year 1 month 13 days | 1 year 1 month 13 days | 1 year 1 month 13 days |
Risk-free interest rate | 0.22% | 0.22% | 0.22% | 0.22% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Estimated fair value per share | $ 10.68 | $ 6.63 | $ 9.01 | $ 4.88 |
Share Based Compensation -our s
Share Based Compensation -our share based compensation expense included in general and administrative expense (Details) - General and Administrative Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 4,953 | $ 37,729 |
Service Based Compensation [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 4,953 | 6,458 |
Service Based Compensation [Member] | RSU and DSU's [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 854 | 646 |
Service Based Compensation [Member] | PSU's | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 101 | 0 |
Service Based Compensation [Member] | 2022 Equity Compensation Plan - Options [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 934 | 0 |
Option Issued To Suppliers [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 0 | 238 |
Consulting Stock Awards [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 0 | 31,033 |
Share-Based Payment Arrangement, Option [Member] | Service Based Compensation [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 3,064 | $ 5,812 |
Share Based Compensation -our_2
Share Based Compensation -our share based compensation expense included in general and administrative expenses (Parenthetical) (Detail) - Two Thousand And Twenty Two Equity Compensation Incentive Plan [Member] - USD ($) $ in Millions | Sep. 16, 2021 | Jun. 30, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized share based compensation stock options | $ 5.5 | |
Share based payment arrangement unrecognized compensation remaining period for recognition | 1 year 8 months 12 days |
Share Based Compensation -The f
Share Based Compensation -The following table provides information about stock options outstanding and exercisable at the end of each period presented (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 3,349 | 3,367 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 9.82 | $ 7.3 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 1 year 4 months 24 days | 1 year 1 month 6 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | $ 24,568 |
Share Based Compensation -the a
Share Based Compensation -the activity for our Incentive Plan (Details) - Two Thousand And Twenty Two Equity Compensation Incentive Plan [Member] - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Serviced-Based Shares [Member] | ||
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Performance Based Units Vested And Expected To Vest [Line Items] | ||
Beginning Balance | 48,800 | 0 |
Granted | 322,500 | 48,800 |
Vested | (61,100) | |
Forfeited | (100,400) | |
Ending balance | 209,800 | 48,800 |
Weighted Average Grant Date Fair Value per Share, Beginning balance | $ 18.03 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 8.97 | 18.03 |
Weighted Average Grant Date Fair Value per Share, Vested | 12.66 | |
Weighted Average Grant Date Fair Value per Share, Forfeited | 15.7 | |
Weighted Average Grant Date Fair Value per Share, Ending balance | $ 6.78 | $ 18.03 |
Performance-Based Shares [Member] | ||
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Performance Based Units Vested And Expected To Vest [Line Items] | ||
Beginning Balance | 19,200 | 0 |
Granted | 181,400 | 19,200 |
Vested | 0 | |
Forfeited | (61,500) | |
Ending balance | 139,100 | 19,200 |
Weighted Average Grant Date Fair Value per Share, Beginning balance | $ 0 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 7.93 | 0 |
Weighted Average Grant Date Fair Value per Share, Vested | 0 | |
Weighted Average Grant Date Fair Value per Share, Forfeited | 10.92 | |
Weighted Average Grant Date Fair Value per Share, Ending balance | $ 7.2 | $ 0 |
Restricted Share ("RSU"), Director Restricted Share ("DSU") and Performance Share Units ("PSU") | ||
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Performance Based Units Vested And Expected To Vest [Line Items] | ||
Beginning Balance | 68,000 | 0 |
Granted | 503,900 | 68,000 |
Vested | (61,100) | |
Forfeited | (161,900) | |
Ending balance | 348,900 | 68,000 |
Share Based Compensation -the_2
Share Based Compensation -the activity for our Incentive Plan (Parenthetical) (Detail) - Two Thousand And Twenty Two Equity Compensation Incentive Plan [Member] - USD ($) $ in Millions | 12 Months Ended | 36 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2025 | |
Forecast [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Cumulative revenues | $ 90 | ||
Performance-Based Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation share based award equity instruments other than options granted during the period | 181,400 | 19,200 | |
Minimum [Member] | Performance-Based Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation share based award equity instruments other than options vesting percentage | 0% | 0% | |
Maximum [Member] | Performance-Based Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation share based award equity instruments other than options vesting percentage | 100% | 150% |
Share Based Compensation - Su_4
Share Based Compensation - Summary of Nonvested Share Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, Unvested options at beginning of the period | 1,507 | 270 |
Number of Options, Granted | 800 | 1,700 |
Number of Options, Vested | (1,177) | (463) |
Number of Options, Expired/forfeited | (292) | 0 |
Number of Options, Unvested options at end of the period | 838 | 1,507 |
Weighted Average Grant Date Fair Value per share, Unvested options at beginning of the period | $ 6.05 | $ 5.79 |
Weighted Average Grant Date Fair Value per share, Granted | 7.11 | 6.26 |
Weighted Average Grant Date Fair Value per share, Vested | 5.88 | 4.65 |
Weighted Average Grant Date Fair Value per share, Expired/forfeited | 8.26 | 0 |
Weighted Average Grant Date Fair Value per share, Unvested options at end of the period | $ 6.42 | $ 6.05 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Intrinsic value of options exercised | $ 6,200 | |
Adjustment to additional paid in capital share based compensation | 4,953 | $ 6,696 |
Stock Issued During Period, Value, Issued for Services | 31,033 | |
General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Allocated share based compensation | $ 4,953 | $ 37,729 |
Consulting Stock Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock shares subscribed but not issued | 250,000 | |
Consulting Stock Awards [Member] | Blue Horizon Advisors LLC [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued during the period shares issued for services | 400,000 | |
Common stock shares subscribed but not issued | 1,000,000 | |
Consulting Stock Awards [Member] | Volume Weighted Average Price One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volume weighted average price per share | $ 21.94 | |
Consulting Stock Awards [Member] | Volume Weighted Average Price Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volume weighted average price per share | 29.25 | |
Consulting Stock Awards [Member] | Volume Weighted Average Price Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volume weighted average price per share | 36.57 | |
Consulting Stock Awards [Member] | Volume Weighted Average Price Four [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volume weighted average price per share | $ 43.88 | |
Consulting Stock Awards [Member] | General and Administrative Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Allocated share based compensation | $ 7,800 | |
Adjustment to additional paid in capital share based compensation | $ 13,200 | |
Two Thousand And Twenty Two Equity Compensation Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock shares reserved for future issuance | 2,500,000 | |
Share based compensation by share based award number of shares available for issuance | 1,400,000 | |
Two Thousand And Twenty Two Employee Stock Option Plan Of The Predecessor Company [Member] | Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation by share based award number of shares authorized for issuance as a percentage of common stock | 5% | |
Share based compensation by share based award term of award | 3 years | |
Advisory Adgreement Dated April Twenty six Two Thousand Twenty One [Member] | Blue Horizon Advisors LLC [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued during the period shares issued for services | 600,000 | |
Stock Issued During Period, Value, Issued for Services | $ 10,000 |
Defined Contribution Plan - (De
Defined Contribution Plan - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 206 | $ 128 |
One Hundred Percentage [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan employer matching contribution percentage of match | 100% | |
Defined contribution plan employer matching contribution percent | 4% | |
Fifty Percentage [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan employer matching contribution percentage of match | 50% | |
Defined contribution plan employer matching contribution percent | 6% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 10, 2023 | Jun. 30, 2023 |
Commitments and Contingencies [Line Items] | ||
Purchase commitments | $ 7,300,000 | |
Contractual obligations under contract | $ 5,500,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
United States | $ 30,624 | $ 51,234 |
Australia | 0 | 15,479 |
Total net loss | $ 30,624 | $ 66,713 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Loss before income taxes | $ 30,624 | $ 66,713 |
Statutory income tax rate | 21% | 21% |
Income tax benefit at statutory tax rates | $ 6,431 | $ 14,010 |
State income tax benefit | 1,755 | 2,801 |
Foreign rate differential | 0 | 822 |
Share based compensation | (185) | (751) |
Disallowed exploration costs | 0 | (861) |
Nondeductible interest on convertible note | (649) | 0 |
Tax return true up | (1,769) | 0 |
Impact of change in functional currency | (743) | 0 |
Other | (256) | 97 |
Change in valuation allowance | (4,584) | (16,118) |
Total income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 18,781 | $ 14,282 |
Amortization of exploration expenditures | 8,437 | 6,423 |
Unrealized loss - translation | 0 | 308 |
Share based compensation | 2,796 | 1,946 |
Other deferred tax assets | 740 | 867 |
Total deferred tax assets | 30,754 | 23,826 |
Less: valuation allowance | (24,791) | (23,671) |
Deferred tax assets, net of valuation allowance to offset | 5,963 | 155 |
Deferred tax liabilities: | ||
Debt | (5,773) | 0 |
Depreciation | (33) | (53) |
Other deferred tax liabilities | (157) | (102) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 1,120 | $ 15,730 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 0 | $ 0 |
Operating Loss Carryforwards Expiration Period | 2037 years | |
Deferred Tax Assets, Valuation Allowance | $ 24,791 | 23,671 |
Unrecognized Tax Benefits | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 59,000 | 35,100 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | 0 | 0 |
Operating Loss Carryforwards | 52,000 | 29,200 |
State and Local Jurisdiction [Member] | Tax Year 2017 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 59,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | 0 | 0 |
Operating Loss Carryforwards | $ 9,200 | $ 16,200 |